GfK. Growth from Knowledge
Transcription
GfK. Growth from Knowledge
CONTENTS P R O V I S I O N A L K E Y D AT E S I N T H E F I N A N C I A L C A L E N D A R 15 April 2004 Accounts press conference, Nuremberg 15 April 2004 Analysts’ conference, Frankfurt/Main 19 May 2004 Quarterly report as at 31 March1) 15 June 2004 Annual General Meeting, Nuremberg 19 August 2004 Interim report as at 30 June1) 18 November 2004 Quarterly report as at 30 September1) 24 February 2005 Provisional result for financial year 20041) 31 March 2005 Accounts press conference, Nuremberg 10 To our shareholders and business associates 31 March 2005 Analysts’ conference, Frankfurt/Main 18 Corporate Governance 13 May 2005 Quarterly report as at 31 March1) 26 Investor Relations 24 May 2005 Annual General Meeting, Nuremberg 12 August 2005 Interim report as at 30 June1) 15 November 2005 Quarterly report as at 30 September 1) TURNING MARKET OPPORTUNITIES INTO SUCCESS III Our Corporate Values IV GfK Group – mission statement – our aims – our strategies 1 Good financial year: Opportunities converted into market success GfK Group in figures 2 Overview of the five business divisions 4 2003 at a glance 6 The Supervisory Board 7 Report by the Supervisory Board 14 The Management Board 21 GfK shares 28 GfK special 30 Sector: brands, advertising and market research C O N TA CT S Public Affairs and Communications Dr. Ulrike Schöneberg Tel. +49 (0) 911 - 395 26 45 Fax +49 (0) 911 - 395 40 41 [email protected] Investor Relations Bernhard Wolf Tel. +49 (0) 911 - 395 20 12 Fax +49 (0) 911 - 395 40 75 [email protected] Publisher: GfK ag Nordwestring 101 90319 Nuremberg http://www.gfk.de VII Editorial support services: Medienservice Peter Reichard, Ebersberg Design: Scheufele Kommunikationsagentur GmbH, Frankfurt/Main Photography: Annette Hornischer, Frankfurt M I S S I O N S TAT E M E N T GfK. Growth from Knowledge Lithography: Mainteam, Aschaffenburg Companies need to make decisions. Knowledge is the basis for decision-making. Translation: Our business information services provide the essential knowledge that industry, retail, AGET Limited, London, UK the service sector and the media need in order to make their decisions. Printing: Mediahaus Biering GmbH, Munich The English language version is a translation of the audited German Annual Report. Printed on unchlorinated bleached paper 36 Consumer Tracking GfK Group: Annual Report 2003 1) Publication is scheduled for before the start of the trading session. If you wish to order further copies of the Annual Report or have any queries, please contact: G f K G RO U P: G ROW T H F RO M K N OW L E D G E 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. 44 Non-Food Tracking 52 Media 60 Ad Hoc Research 68 HealthCare 76 Innovative marketing research 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 84 Management report 111 Financial statements 116 Notes to the consolidated financial statements Annual Report 2003 GfK. Growth from Knowledge 148 Auditors’ report Turning market opportunities into success A D D I T I O N A L I N F O R M AT I O N 150 Glossaries and short-form names 156/V Five-year overview VI Index VII Financial calendar VII Contacts II O U R C O R P O R AT E VA L U E S GfK GROUP 116 Accounting and valuation methods GfK GROUP: FIVE-YEAR-OVERVIEW Client-driven Our clients’ needs drive our business. We continuously seek to better understand our clients’ needs, improve all aspects of existing research products, offer innovative products and to be an integral part of our clients’ information systems. Accuracy, sound methodology, excellent client service, flexibility, timely delivery and cost effectiveness all ensure that we meet and even exceed our clients’ expectations. We build long-term partnerships with our clients, contributing to their success. Established 70 years ago as Germany’s first market research company, with more than 120 subsidiaries, Accounting as per hgb 5,066 people at the end of financial year 2003, 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 careful to maintain in our work the continuity that comes with decades of success in the business. At the same time, we use innovation and progress to drive our activities. 98, 106, 110 Acquisitions Accounting as per us gaap 3, 67, 92, 109, 137 Ad Hoc Research 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 INDEX 1999 2000 2001 In eur m Key indicators – funds statement Cash flow from ongoing business activity Cash flow from investment activity Cash flow from financing activity Free cash flow 23.4 – 40.4 86.1 6.9 24.8 – 31.1 76.0 – 104.2 – 4.7 16.8 5.7 44.8 2001 2002 2003 Change 120, 128, 142 et seq. Affiliated companies Pro in forma1) % In eur m Key indicators – funds statement – 0.1 Cash flow from ongoing business activity – – – – 69.3 –73.2 2.9 69.2 – 42.7 – 16.2 40.7 48.3 – 41.7 – 652.3 + 18.5 121, 145 Associated companies 88, 113, 125 Balance sheet 125 et seq. – Notes to the balance sheet 88, 113 – Total assets Cash flow from investment activity 89, 156 Borrowings 2 et seq., 90 et seq. Business divisions 101, 109, 137 Cash flow from financing activity see also Free cash flow Ad Hoc Research Income 88, 112, 154 – Income from ongoing business activity 87, 122 – Income from participations 87, 112, 121 et seq. – Income statement 121 et seq. – Notes to the income statement 87, 112 – Operating income 26 et seq. Investor Relations 89, 90, 108, 156 Investment 89, 114, 156 Liquidity 10 et seq., 14 et seq., Management Board 19, 139, 141 1, 87, 156 Margin 3, 59, 92, 109, 137 Media Net income for the year see Consolidated total income Consumer Tracking Our people Key indicators – profitability Key indicators – profitability HealthCare 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. Capex as a percentage of sales Capex as a percentage of sales Media 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. Innovation We recognize that investing in continuous innovation in both the process and the end product is a prerequisite to meeting clients’ requirements. Our aim is to be at the cutting edge with our key business activities. Clients’ needs, evolving markets, new technology and the expertise and ideas of our people throughout the world are what drive innovation. Outperform sector sales growth 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. 6.5 – 5.1 3.5 – 8.6 19.6 – 4.3 – 17.4 21.3 – Return on equity in % Return on capital employed in % 8.2 14.5 5.7 – 11.3 14.3 – Return on capital employed in % Profit to sales ratio in % 2.5 5.4 – 1.3 – 5.4 6.9 – Profit to sales ratio in % Ratio of net indebtedness to cash flow, in years Pay-out ratio % – – 39.1 17.0 0.5 – 1.0 0.5 – – 20.2 19.5 – 47.0 – Key indicators – company valuation 0.37 0.88 – 0.18 Cash flow per share in eur 0.29 0.22 1.71 Pay-out ratio % – – – 14.5 – 150.2 0.24 0.98 1.28 + 30.6 Earnings per share in eur – 1.56 1.85 + 18.6 Cash flow per share in eur – – 21.8 12.2 90.8 37.5 – Gearing in % – Net indebtedness in relation to: ebit in %5) – – 44.9 – 57.8 27.3 – ebitda in % Free cash flow in % – – 52.8 – 97.2 51.5 – Free cash flow in % Dividend per share in eur 0.13 0.15 0.17 – 0.20 0.25 + 25.0 Dividend per share in eur Total dividend 3.4 3.9 4.4 – 5.2 6.5 + 25.0 Total dividend Achieve attractive margins Dividend yield in % Lead the way through innovation Year-end share price in eur Focus on customer loyalty Average number of shares (in thousand) Number of employees at year-end 111 et seq. Consolidated financial statements: 1, 88, 111, 156 – Consolidated total income 1, 88, 111, 156 – Consolidated total income before minority interests Ratio of net indebtedness to cash flow, in years ebitda in % Cash flow 89, 114, V – from ongoing business activity 89, 114, V – Free cash flow Consolidation 116 – Methods of consolidation 120 et seq. – Scope of consolidation Key indicators – company valuation Earnings per share in eur Net indebtedness in relation to: ebit in %5) Global expertise – local knowledge 4.1 Return on equity in % Gearing in % OUR AIMS 4.3 Non-Food Tracking 0.33 40.0 23,622 3,676 0.48 31.0 26,122 0.83 – 1.56 1.10 20.39 – 12.81 22.82 26,122 4,212 4,396 – 4,653 26,122 26,122 4,879 5,066 – + 78.1 0.0 + 3.8 2, 43, 90 et seq., Consumer Tracking 109, 137 136 Contingencies 102 et seq., 108 Corporate Communications 7, 12, 18 et seq., 141 Corporate Governance 88, 113, 156 Current assets 116 Currency conversion 113, 118, 123 Deferred taxes Earnings per share see Shares ebit 1, 87, 112, 156 – before income from participations 1, 87, 112, 156 – after income from participations Dividend yield in % Year-end share price in eur Average number of shares (in thousand) 1, 87, 112, 156 ebitda Number of employees at year-end ebit margin see Margin 99 et seq., 108, 139, V Employees 102 Environmental protection 2) The figures for total performance (hgb) and sales (us gaap) for the business divisions are based on figures from the Management Information System. O U R S T R AT E G I E S We intend to achieve our aims through: 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 nonfinancial 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. They may differ from the figures reported in the income statement. 89, 105 Financing 3) On tangible assets and intangible assets 88, 113, 126 et seq., Fixed assets 156 4) ebit after income from participations in relation to total performance until 2000 and to sales from 2001 5) Before income from participations 89, 114, 119, 135 Funds statement 1, 89, V Gearing Expansion in selected markets Excellence in added value services and consultancy Leverage of our unique expertise in consumer, healthcare, media and retail markets Long-term investment in advanced technologies and Internet applications 121 Net interest income 1, 2, 51, 91, 109, 137 Non-Food Tracking 90 et seq., 98 et seq. Operating profit 1, 90 et seq., Organic growth 95 et seq., 107 101 et seq., 108 Organization and administration 87, 121 Other operating expenses 87, 121 Other operating income V, 24 Pay-out ratio 138 Pro forma statements (sfas 1) 135 Proposed appropriation of profits 89, 113, 119, Provisions 133 et seq. 102, 108 Purchasing 1, V Ratio of net indebtedness to cash flow 94 et seq., 137 Regions Return, see Margin 1, 12, 24, 132, V Dividend 1) The pro forma statements for 2001 are for the purpose of comparability of the figures for 2001 with those for subsequent years. Growth 1, 89, 161, V Net indebtedness 117, 125 Goodwill 1, 3, 75, 93, 101, 109, HealthCare 137 1, V Return on capital employed 98, 108 Research and development 103 et seq., 109 Risk report 1, 87, 112, 117, 156 Sales 137 Segment reporting, see also Business divisions, Regions 21 et seq. 1, 88, V 23 21 et seq. Shares – Earnings per share – Key indicators – Share price performance Shareholders’ equity 88, 113, 115, 118, – Change in shareholders’ 154, 130 et seq., 156 equity 88, 156 – Equity ratio V – RoE 24 Shareholder structure 142 et seq. Shareholdings 90, 108 Soft facts Staff see Employees 19, 25, 117, 131 Stock options III, 10 et seq., 109 Strategy 6 et seq., 19, Supervisory Board 139 et seq. 88, 123 et seq. Taxes on income and earnings III IV V VI Financial year 2003 THE GfK GROUP GOOD FINANCIAL YEAR 2003 Opportunities converted into market success Sales up more than 6 per cent to over eur 595 million ebit after income from participations climbs almost 39 per cent to eur 69.5 million Margin increase from almost 9 per cent to 11.7 per cent confirms position as one of the top five market research companies in the world HealthCare division established – delivering services in 12 European countries and the usa via 13 subsidiaries Non-Food Tracking division restructured in Europe, Asia and North America and preparations under way for launch in South America GfK Group in figures1) Change 2002 2003 in % Sales in eur million 559.4 595.3 + 6.4 ebitda in eur million 68.5 91.2 + 33.0 ebit before income from participations in eur million 43.6 66.4 + 52.1 ebit after income from participations in eur million 50.0 69.5 + 38.9 in % 8.9 11.7 – in eur million 30.0 41.1 + 36.9 in % 33.7 38.0 – in eur million 25.7 33.3 + 29.8 Earnings per share in eur 0.98 1.28 + 30.6 Dividend per share in eur 0.20 0.253) + 25.0 business activity in eur million 69.3 69.2 – 0.1 Investment in eur million 76.6 47.7 – 37.7 Return on equity in % 14.9 17.3 – Return on capital employed in % 11.3 14.3 – Sales return in eur million 5.4 6.9 – Net indebtedness in eur million – 39.6 – 24.9 – 37.2 – Margin2) Consolidated total income before minority interests Tax ratio Consolidated total income Cash flow from ongoing Ratio of net indebtedness to cash flow in years 1.0 0.5 Equity ratio in % 38.7 40.7 – Gearing in % 21.8 12.2 – full-time 4,879 5,066 + 3.8 No. of employees at year-end 1) GfK Group accounting in accordance with us gaap 2) ebit after income from participations in relation to sales 3) Proposal to the Annual General Meeting on 15 June 2004 1 OVERVIEW OF THE FIVE BUSINESS DIVISIONS We provide our clients with information and advisory services on the attitudes, preferences and behaviour of consumers and users with regard to products, media and services. With our five business divisions we offer services for a large number of consumer goods markets, the pharma sector and media and service industries, some in Europe and others throughout the world. CONSUMER TRACKING Through the Consumer Tracking division, we provide our clients with regular information services based on continuous surveys and analyses of consumer purchase decisions and behaviour in 22 countries in Europe. These cover consumer goods and services of all kinds. F O C U S O F A C T I V I T I E S 2003 Harmonization of data collection and analysis in Europe Development of measuring technology to record purchasing data of consumers via the Internet Improved client online access to GfK database 2003 in figures Sales Operating profit Margin1) eur 89.8 million + 4.4 % eur 3.5 million + 44.8 % 3.9 % + 1.1 %2) 829 – 3.9 % No. of employees NON-FOOD TRACKING In Non-Food Tracking, we provide clients in industry and retail with information services derived from continuous retail sales analyses and surveys on consumer technology products in 48 countries around the world. F O C U S O F A C T I V I T I E S 2003 Acquisition of majority in the retail research business of media control GfK International, Germany Expansion of retail data collection activities for the entertainment segment Preparations under way for launch of activities in South America 2003 in figures Sales Operating profit Margin1) eur 166.7 million + 47.3 % 21.6 % + 3.8 %2) 1,517 + 8.8 % No. of employees 1) Operating profit in relation to sales 2) Change in percentage points 2 + 21.4 % eur 36.1 million Business divisions – overview THE GfK GROUP MEDIA Through our Media division, we provide clients in 22 countries throughout Europe with information services on the reach, 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 Internet and the new online and offline media. F O C U S O F A C T I V I T I E S 2003 Establishment of TV panel in the Ukraine Start of metering of audience ratings for digital TV programmes in Germany Metering of radio ratings in Switzerland and the UK as well as on a test basis in Germany and France 2003 in figures Sales Operating profit Margin1) eur 58.3 million – 4.9 % eur 7.5 million + 23.6 % 12.8 % + 2.9 %2) 328 – 4.9 % No. of employees AD HOC RESEARCH Through our Ad Hoc Research division, we provide clients in 28 countries around the world and via partnerships in another 63 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. 2003 in figures F O C U S O F A C T I V I T I E S 2003 Restructuring of business operations in Italy Establishment of key account management system Successful business development in Germany, the uk and Central and Eastern Europe Sales Operating profit Margin1) eur 220.8 million – 1.6 % eur 15.4 million + 20.4 % 7.0 % + 1.3 %2) 1,706 + 3.5 % No. of employees H E A LT H C A R E Through the subsidiaries in our HealthCare division in 13 countries, we provide clients with information services relating to product development, communication, image and price control of medicines. We also provide analyses of market positioning and customer satisfaction in the healthcare sector as well as the volume of materials and products used in the dental and veterinary sectors. F O C U S O F A C T I V I T I E S 2003 Acquisition of majority in us company v2 GfK Establishment of HealthCare division with international focus Immediate start on strategic direction for the division and integration of subsidiaries 2003 in figures Sales Operating profit Margin1) eur 49.3 million + 37.6 % eur 6.3 million + 25.6 % 12.7 % – 1.2 %2) 228 + 36.5 % No. of employees 1) Operating profit in relation to sales 2) Change in percentage points 3 2 0 0 3 AT A G L A N C E 01 02 03 04 05 06 GfK. Growth from Knowledge Our Corporate Values tv research contract Official start of the Due to the resegmen- Cooperation agreement Start of a series of GfK Marketing Services in Austria extended in implementation of the tation of Deutsche between the British worldwide workshops Australia acquires advance: fessel-GfK newly designed GfK Börse, GfK shares are Photo Imaging Council to implement the new Inform Business will continue to measure logo. Corresponding now listed on the s-dax and GfK Marketing GfK Corporate Values. Development, a tv ratings on behalf of revision of publications, rather than the m-dax. Services uk on the Austrian tv and radio website, presentation broadcasters orf until materials and docu- 2006. Contract volume: ments. eur 11.5 million. Establishment of GfK Media Ltd., a media research company, in for the British photographic market. First issue of the GfK Impuls investor newsletter to be published quarterly. company specializing in information services for it and interactive games. The company is part of the Non-Food the uk. The aim is to Indicator GfK, São A survey carried out carve out a niche in Paulo, organizes by GfK rus shows the uk, a key European international client GfK Ad Hoc Research that France, Germany media market. conference attended Worldwide, Brussels, by around 200 clients organizes the 2nd from Argentina, Brazil Research Summit in and Chile. La Chapelle en Serval, and Japan have an above-average image among the majority of Russians. GfK participation – stand and specialist presentations – at the Advertising Research Foundation’s annual conference, one of the two biggest industry events of the year. 4 exchange of retail data Tracking division. attended by over 100 GfK clients from Ad Hoc Research. 2003 at a glance THE GfK GROUP 07 08 09 10 11 12 GfK Marketing Services GfK acquires the With specialist GfK Marketing Services GfK launches pre- Over 300 photographic Deutschland, which is majority stake in v2 presentations and an Vietnam receives parations for its experts from all over part of the Non-Food (now v2 GfK), Blue Bell, exhibition stand, GfK the German quality Non-Food Tracking the world attended Tracking division, Philadelphia, an takes part in the annual authority tüv Rhein- activities in South the Imaging Summit acquires a majority American company conference of European land’s iso-9001 America. organized by GfK stake in the Retail specializing in pharma market research certification. Research division of market research, and association esomar media control GfK gains access to the in Prague, which is International based in most important pharma attended by over Baden-Baden. This divi- market worldwide. 1,000 experts from sion specializes in retail research for books, Establishment of the 60 countries worldwide. Australian Prime Marketing Services Deutschland to discuss GfK sponsors the Minister John Howard international statistics presents GfK subsidiary symposium for German Informark with the and international “Prime Minister’s Donation of eur 25,000 statisticians. Organizers Employer of the Year to a home for children trends in the dynamic photo industry. HealthCare division, The GfK paper, “A new of the event are Award” for its services and young people in where 13 GfK com- generation of brand Erlangen-Nuremberg relating to the employ- Nuremberg. The “Innovation: top or flop panies, the new majority controlling” is awarded University and the Insti- ment of people with amount represented – consumers decide” acquisition v2 GfK the best methodological tut für Arbeitsmarkt- disabilities. proceeds from the sale was the theme of included, supply in- paper at the esomar und Berufsforschung the 53rd GfK Annual formation services for conference 2003, (labour market and Conference, where the pharmaceutical, making GfK the first occupational research around 600 marketing human and veterinary prize-winner to submit institute), Nuremberg. experts came together medicine sectors. the best paper two videos, cds and film. to discuss the success factors involved in innovation strategies. Extension of radio years in a row. A survey carried out in conjunction with the Wall Street Journal Europe on trust in GfK sponsors the managers in finance, Nuremberg “City Run” politics and society research contract in In Manager Magazine’s for the second time, shows that politicians Switzerland, which yearly ranking of annual in which 8,000 runners and managers have a means that iha GfK will reports, GfK achieves of all ages and abilities, very poor image and record Swiss radio third place in the s-dax including 130 GfK inspire little trust in ratings on behalf of srg category and is there- employees, take part. almost all European ssr idée suisse until fore among the top 20 2008. Sales volume: best annual reports of eur 8.3 million. 2003. of around 14,000 Christmas cards and approx. 6,000 tins of Lebkuchen, both of which featured designs painted by children of the home. countries. 5 THE SUPERVISORY BOARD Peter Zühlsdorff Personnel Committee: Peter Zühlsdorff (Chairman) Chairman of the Supervisory Board Managing Director of Bewerbungskomitee Leipzig 2012 GmbH, Leipzig Dr. Wolfgang C. Berndt Klaus Hehl Finance Committee: Managing shareholder of Elmar Wohlgensinger (Chairman) dih Deutsche Industrie-Holding GmbH, Hajo Riesenbeck Frankfurt/Main Dieter Wilbois Mergers & Acquisitions Committee: Klaus Hehl (Chairman) Dr. Wolfgang C. Berndt Kerstin Döpfert Dr. Christoph Achenbach Klaus Hehl from 13 June 2003 Deputy Chairman of the Supervisory Board Chairman of the Management Board of Quelle ag, Fürth and Neckermann Versand ag, Hans-Jürgen Kunert Frankfurt/Main until 13 June 2003 Member of the Management Board of Karstadt Quelle ag, Essen Robert Raeber until 13 June 2003 Jörg Bandt from 13 June 2003 Hajo Riesenbeck Data Collection Manager, Director at McKinsey & Company, GfK Aktiengesellschaft Düsseldorf office Dr. Wolfgang C. Berndt Dieter Wilbois Member of the Board of Directors of Senior Specialist Software Development at Cadbury Schweppes plc, London, uk GfK Aktiengesellschaft Peter Danzl Elmar Wohlgensinger until 13 June 2003 President of the Board of Administration of iha-GfK, Hergiswil, Switzerland Kerstin Döpfert from 13 June 2003 Independent Works Council representative at GfK Aktiengesellschaft 6 Report by the Supervisory Board THE GfK GROUP REPORT BY THE SUPERVISORY BOARD In financial year 2003, 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. The Supervisory Board met five times in financial year 2003. At these meetings, the Management Board’s reports and the company’s prospects for development were discussed in depth. The main topics here were the strategic direction of the GfK Group and its international acquisitions activity, as well as discussion and approval of the annual accounts for 2002 and the budget for financial year 2004. Another main topic was the formation of the new HealthCare division and the new regulation adopted at the end of the year on cooperation with the npd Group, usa, in the Non-Food Tracking division. During the reporting year, the Chairman of the Supervisory Board was in constant contact with the Management Board. The term “corporate governance” stands for responsible company management and control geared towards long-term value added. The Supervisory Board has dealt intensively with the rules of the German Corporate Governance Code. The Management Board and Supervisory Board of GfK have been working together efficiently for a long time. A large number of the Code’s recommendations and proposals correspond with long-standing practice at GfK. On 16 December 2003, the Supervisory Board issued a declaration of compliance pursuant to § 161 of the German Stock Corporation Act (AktG). Deviations are discussed in detail in a separate section of this annual report on page 18 et seq. Essentially, the deviations concern the disclosure of the remuneration of individual members of the Management Board and Supervisory Board, adherence to publication deadlines for the annual financial statements and quarterly reports. The Management Board and Supervisory Board have agreed a detailed breakdown of remuneration according to fixed and variable salary components, as well as stock options at executive level. A further breakdown is not planned at present. The Supervisory Board supports the measures to gradually bring forward publications on business development. In 2004, the annual report will be published two weeks earlier than in 2003 and the quarterly reports a maximum of five days later than required by the Code. As before, our objective is to fully adhere to the deadlines from 2005 onwards, without detriment to the quality of the reports. With the adoption of its declaration of compliance, the Supervisory Board agreed to appoint a Compliance Officer (see page 18 et seq. of this report). 7 The Supervisory Board has formed three committees. The Finance Committee, which met four times in the reporting period, 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 financial resources, issues of financing, as well as questions pertaining to the accounting system and interim reporting for the company. The Personnel Committee met four times in 2003. One focal point was the remuneration of the Management Board. It employed external specialists as part of the review of the remuneration. An additional important topic was the GfK Group’s personnel strategy. In August 2003, the Supervisory Board decided to form a Mergers & Acquisitions Committee to deal with planned company takeovers. The Committee met once in 2003 and discussed current projects. In accordance with the Corporate Governance Code, the Supervisory Board has employed auditors kpmg to examine the effectiveness of its activities. The audit mainly concerned the work of the Finance Committee, which also takes over the duties of the Audit Committee. The audit focused on the assessment of duties, working method and organization of the committee and its members. On the basis of the audit, the Supervisory Board is to assess existing processes for monitoring management. The auditing firm came to the conclusion that the Finance Committee fulfils its duties in accordance with the proposal of the Corporate Governance Code. At the Annual General Meeting on 13 June 2003, Robert Raeber resigned from the Supervisory Board at his own request. The Supervisory Board would like to thank him for his many years of service and commitment to the GfK Group. At the proposal of the Supervisory Board, the Annual General Meeting appointed Dr. Christoph Achenbach to the Supervisory Board. The Supervisory Board will therefore benefit from the experience of a proven expert in retail and consumer goods. The end of last year’s Annual General Meeting marked the end of the term of office of Supervisory Board member Klaus Hehl. He was reappointed for a new term of office. The Supervisory Board would like to thank both men for their willingness to actively assist in the further development of GfK over the next few years. The term of office for new and reappointed members shall run until the end of the Annual General Meeting which approves the actions of the Supervisory Board for financial year 2007. 8 Report by the Supervisory Board THE GfK GROUP The annual financial statements and management report for GfK ag and the Group for financial year 2003 have been audited by kpmg Deutsche Treuhandgesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Nuremberg, taking into account the book-keeping, and provided with an unqualified auditors’ report. All members of the Supervisory Board received copies of the auditors’ report in good time ahead of the accounts meeting. The Supervisory Board plenum discussed these documents 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, the Works Councils, all GfK ag staff and the staff of affiliated companies for their hard work and commitment. Nuremberg, 6 April 2004 Peter Zühlsdorff Chairman of the Supervisory Board 9 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 In times of economic difficulty, it becomes all the more important for companies to prove their strength and stability while continuing to display a spirit of enterprise. I am very proud that our 5,000-plus employees, working for over 120 companies in 51 countries, have achieved this in such spectacular fashion by exceeding our quantitative targets for 2003. To quote the theme of this year’s annual report, we have turned market opportunities into success. Dr. Klaus L. Wübbenhorst In terms of growth, we outperformed the German and global economies and the sector as a whole, while further consolidating our world market position. The figures speak for themselves: Chief Executive Officer of GfK ag We increased our sales by over 6 per cent to eur 595 million. Our earnings before interest and taxes, including income from participations, were up by almost 39 per cent to more than eur 69 million. Our margin of 11.7 per cent is among the highest of any market research company in the world. However, it was not only our figures that were good in 2003. We also made a number of strategic decisions in line with our tradition of turning market opportunities into success, and I would like to mention two of the most important here. Firstly, GfK has continued to expand its pharmaceuticals market research business over recent years, and in mid-2003 we acquired a majority interest in v2 (now v2 GfK), the leading us specialist in this area of research. We used this as an opportunity to pool our healthcare activities within a newly created business division. Secondly, our Non-Food Tracking business built on decades of successful cooperation with us-based The npd Group with a view to expanding into new regions. We have now begun extending our retail tracking network into the Central and South American consumer technology markets. 10 Letter to shareholders THE GfK GROUP America, the industry’s largest market, became our central focus at the beginning of 2004 with the acquisition of Arbor (now GfK Arbor) following careful negotiations during the previous year. This takes us a big step closer to our strategic objective of having a significant presence in the United States, and our consolidated sales in 2004 are likely to be well over usd 100 million. Our business: turning the market opportunities of clients into success Over the past three years, our clients in the worldwide branded goods, pharmaceuticals, retail and service sectors have faced difficult market conditions. The insecurity and economic weakness triggered by September 11, and by subsequent events in Afghanistan, Iraq and elsewhere in the Middle East, made it even more difficult to compete in an already stagnant consumer goods sector. Matters were not helped by the dotcom sector’s failure to grow at anything like the rate its protagonists had predicted. But once again we found that when times are hard, market research becomes all the more important, and our sales are undoubtedly less volatile than those of other sectors of the marketing services industry. We performed relatively well because our clients’ survival depends on constantly identifying opportunities in new and existing segments of the market. This demands a great deal of vision, marketing flair and business creativity, but it also takes professional analysis and know-how to qualify and quantify the risks and opportunities of market decisions – and this is precisely the kind of service that we, as a market research company, provide. Corporate Governance: our duty to our shareholders We aim to achieve constant growth in the value of our company and its shares, for the benefit of clients, shareholders, employees, and society as a whole. Both before and after our ipo in 1999, we have shown that we have the creativity, depth and dynamism to grow and be profitable even in difficult conditions. Our share price has outperformed the market average, reflecting our investors’ confidence in us, for which we are very grateful. 11 We are also committed to implementing the German Corporate Governance Code, which lays down the fundamental principles of responsible business management. We comply largely with these principles, and will do our very best to ensure that GfK’s governing bodies work together effectively in the interests of open and transparent communication with shareholders. The Supervisory and Management Boards are pleased to announce that they will be proposing a dividend of eur 0.25 per share at the Annual General Meeting in June 2004. This represents a 25 per cent increase on last year. The future builds on the past: continuing the vision of our founding fathers GfK celebrates its 70th anniversary in the spring of 2004. The market research industry has its roots in late 19th-century empirical social and economic research, and GfK is one of the few companies to have been involved at a very early stage. Since then, we have maintained our identity by pursuing the vision set out by our founding fathers Wilhelm Vershofen, Erich Schäfer and Ludwig Erhard. Despite rapid growth over the past few years, making us the world’s fifth largest market research company, we have remained true to ourselves. We are proud that our brand is one of the most valuable in the industry, and are doing all we can to maintain and develop its worldwide identity. In this respect, 2003 was a key year. We published and implemented our new Corporate Values, drawn up by a group of young managers from all over the world, and we also launched our modernized logo, a major milestone in the redesign of our internal and external image. Outlook: achieving growth and making successful use of market opportunities In financial year 2004, as in previous years, we have set ourselves some ambitious targets. With no changes to the scope of consolidation, we expect sales to grow by 5.8 per cent to eur 630 million, excluding our us subsidiary GfK Arbor (acquired as at 1 January 2004 and consolidated for the first time), or eur 650 million including GfK Arbor. 12 Letter to shareholders THE GfK GROUP Once again we intend to outperform the sector, in which experts predict that growth will be slightly up on last year at between 3 per cent and 4 per cent. We plan to increase our overall earnings by a higher rate than our sales and achieve a margin of just over 12 per cent. What all this means is that GfK’s management and employees around the world will be working hard to turn market opportunities into success for clients, shareholders, and the company itself. I am very grateful to all the staff who contributed to our success in 2003, and I hope they will continue to show the same dedication on the GfK Group’s behalf in the future. Nuremberg, 20 March 2004 Dr. Klaus L. Wübbenhorst Chief Executive Officer 13 THE MANAGEMENT BOARD Dr. Klaus L. Wübbenhorst Responsible for Strategy, Investor Relations, Public Affairs and Communications, Method and Product Development, it and Management Development Chief Executive Officer (ceo) born 23 February 1956 in Linnich Professional background Since 1992 Member of the Management Board, since 1998 spokesperson, and since 1999 Chief 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 of GfK ag, responsible for Accounting, Finances, Financial Controlling, Personnel, Purchasing, General Administration, Minority Interests, Production, it, Data Processing 1991 – 1992 Member of the Management Board of kba-Planeta ag, Radebeul near Dresden 1984 – 1991 Employee of Bertelsmann ag, Gütersloh, latterly as Managing Director of the Druck- & Verlagsanstalt Wiener Verlag. Ges. mbH Nfg. kg, Himberg near Vienna Training 1984 Doctorate from the Technische Hochschule, Darmstadt 1981 Graduated in economics from the Universität-Gesamthochschule, Essen 14 The Management Board Dr. Franz X. Merl THE GfK GROUP Petra Heinlein Responsible for Financial Services, Personnel Services and Central Services Responsible for the Media division Chief Financial Officer (cfo) née Dengler born 7 April 1949 in Regenstauf born 7 October 1958 in Bad Staffelstein Professional background Professional background Since 2002 Member of the Management Board Since 2002 Member of the Management Board of GfK ag, appointed until 2007 of GfK ag, appointed until 2007 1990 – 2002 Member of the Management Board 2001 Integration management on behalf of of Bayerische Treuhandgesellschaft Aktien- GfK ag for the Martin Hamblin GfK Group and gesellschaft Wirtschaftsprüfungsgesellschaft GfK Great Britain, uk Steuerberatungsgesellschaft, Munich 2000 Integration Management on behalf of 1988 – 2002 Partner at kpmg Deutsche GfK ag for GfK Custom Research Inc. in the usa Treuhandgesellschaft, Berlin and Frankfurt 1992 – 2000 Managing Director of content 1996 – 2000 Member of the working group census in Frankfurt Rechnungslegung von Stiftungen (accounting for 1985 Joined GfK as project manager with GfK foundations) at idw Marktforschung 1986 – 2002 Managing Director of rtg Revisions 1984 Research Assistant at the Arnold- und Treuhandgesellschaft mbH, Munich Bergstraesser-Institut, Freiburg (Germany) 1973 – 1986 rtg Revisions und Treuhandgesellschaft, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Munich Training 1984 Graduated in political science from the Training University of Bamberg 1983 Qualified as auditor 1979 Doctorate from the University of Munich 1978 Qualified as tax consultant 1973 Graduated in economics from the University of Munich 15 Dr. Gérard Hermet Responsible for the Non-Food Tracking division born 19 January 1951 in Montpellier, France Professional background Since 1999 Member of the Management Board of GfK ag, appointed until 2008 1998 – 2000 Chairman of the French Marketing Association (afm) 1988 – 1998 General Manager of GfK Sofema, France 1984 – 1998 Managing Director of GfK France, then General Manager GfK Marketing Services, France 1978 – 1984 Employee of Burke Marketing Research, Paris, France Training 1978 Doctorate from the University of Grenoble 1975 Graduated from the French Business School (icn) 16 The Management Board Heinrich A. Litzenroth THE GfK GROUP Wilhelm R. Wessels Responsible for the Ad Hoc Research division Responsible for the Consumer Tracking and HealthCare divisions born 13 December 1951 born 12 October 1952 in Mölln in Haren Professional background Professional background Since 2000 Member of the Management Board Since 1996 Member of the Management Board of GfK ag, appointed until 2009 of GfK ag, appointed until 2009 1993 – 1999 Managing Director of GfK 1991 – 1996 Managing Director of GfK AG Marktforschung GmbH Gesundheitsforschung/i+g Gruppe Gesundheitsund Pharmamarktforschung 1989 – 1999 Managing Director of GfK Testmarktforschung GmbH 1986 – 1996 Managing Director of gpi Gesellschaft für Pharma-Informationssysteme, 1978 – 1989 Employee of GfK, responsible for the Nuremberg/Frankfurt development of GfK BehaviorScan in Germany and building up GfK Testmarktforschung Training 1977 Graduated in economics from the Freie Training 1977 Graduated in economics from the University of Saarbrücken Universität Berlin 17 C O R P O R AT E G O V E R N A N C E Since 2002, the German Corporate Governance Code (“Code”) with its recommendations and ideas, has been added to the statutory regulations. Recognition of these principles will promote and strengthen the confidence of current and future shareholders, clients, staff and the public on the national and international markets. GfK supports responsible management and control of the GfK Group all geared towards increasing value added. GfK’s existing practices already largely correspond to the recommendations and ideas of the Code. Thus for over ten years there have been standing rules for the Management Board and Supervisory Board. Since its stock market flotation in 1999, GfK has issued quarterly reports and broadcast its Annual General Meeting and accounts press conference on the Internet. Since 2002, GfK has converted its accounts reporting to the us gaap international standard. In order to make it easier for private shareholders to exercise their voting rights, GfK appointed a proxy last year. This service has been extended further. As part of adapting to the Code, GfK will also expand the information supplied on the Internet. Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of listed companies must declare each year, the extent to which they have complied with, and will continue to comply with, the recommendations of the Government Commission German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the online Federal Gazette and which recommendations have not been or will not be complied with. The declaration is to be made available to the shareholders at all times. The German Corporate Governance Code contains regulations, some of which are binding. In addition to outlining the prevailing company law, it also includes recommendations from which companies may deviate, although such companies are then obliged to publish information on such deviations each year. The Code also contains suggestions which may be deviated from without the need for this to be disclosed. The Management Board and Supervisory Board of GfK ag have decided to continue the practice begun in 2002 of publishing details of deviations from recommendations and suggestions. These are reported separately below. On 16 December 2003, the Management Board and Supervisory Board of GfK ag declared that they have complied and will continue to comply with the recommendations of the Government Commission German Corporate Governance Code in the version of 21 May 2003 published by the German Ministry of Justice on 30 June 2003 in the official section of the online Federal Gazette. Only the following points have not been applied: 1. Recommendations Point 4.2.3. deals with variable remuneration components for the Management Board. With regard to stock options, there is a request for “the Supervisory Board to agree a limitation option (cap) for extraordinary, unforeseeable developments.” (see p. 130 et seq. for details of the stock option programme). 18 Corporate Governance THE GfK GROUP GfK’s stock option programme does not include such a cap. Any limitation on the potential profit would necessarily bring with it a similar limitation on the loss which is not in the interests of the company. GfK’s management stock option programme is not an additional remuneration element, but replaces existing variable remuneration components. This means that eligible persons decide irrevocably to waive part of their variable remuneration in favour of receiving stock options. Once defined objectives have been reached, and only then, do they receive the stock options. Whereas the variable remuneration component is paid once targets have been met, the stock options cannot be exercised during the first two years. The strike prices for the four tranches issued to date are as follows: t1: eur 55.20 t2: eur 41.71 t3: eur 24.14 t4: eur 18.53 The risk/reward profile is therefore balanced and it is not possible to change any option conditions for tranches which have already been subscribed or issued. The existing management stock option programme comes to an end with tranche 6. The company is preparing a further programme, which will be put to a vote at the next Annual General Meeting. Pursuant to point 4.2.4, the Management Board remuneration is to be shown for each individual member (for further details see p. 139). The remuneration for the members of the Management Board is shown with a breakdown into fixed and variable components and stock options (components offering long-term incentives). These details are material to the assessment of whether the split into guaranteed and performance-related portions is appropriate and whether the remuneration structure provides the intended incentive for the Management Board members. There are no plans to produce a more detailed breakdown at present. Pursuant to point 5.4.5, the remuneration for the Supervisory Board members is to be reported for each individual member in the Notes to the consolidated financial statements. Performance-related remuneration should also include components based on long-term company performance (see p. 139 for further details). As with the breakdown for the Management Board remuneration, the Supervisory Board remuneration is shown broken down into fixed and variable components. The Supervisory Board members do not participate in the management stock option programme. The variable component is based on the proposal on appropriation of profits passed by the Annual General Meeting and in 2002 was noticeably higher than the fixed remuneration component. The appropriation of profits depends on a proposal submitted to the Annual General Meeting by the Management Board and Supervisory Board. This procedure ensures that there is compromise between the long-term financing requirements of the company and the legitimate right to a return on capital employed from the point of view of the shareholders. The company does not currently believe that it is necessary to introduce any additional indicators to link remuneration to the long-term success of the company. 19 Point 7.1.2 regulates the publication of the consolidated financial statements within 90 days and interim reports within 45 days. The company is aiming to meet these timeframes as of 2005. For 2004, they are publishing the Annual Report, which contains more than just the consolidated financial statements, two weeks later than stipulated. Additionally, on 26 February 2004, GfK published a detailed report on preliminary business growth over the past financial year and outlined the prospects for future growth, thereby ensuring transparency with regard to business development. GfK remains committed to complying with the required deadlines and considers the current practice to be a good arrangement for shareholders. The company has been issuing quarterly reports since its ipo, although at the time this was not compulsory. For the current financial year, GfK will report a maximum of five days beyond the deadline of 45 days stipulated in the Code. GfK is endeavouring to shorten the respective reporting timeframes. 2. Suggestions Point 2.3.3 sets out that the Management Board should ensure the appointment of a representative to exercise the voting rights for shareholders in accordance with instructions; such person should also be contactable during the Annual General Meeting. In the past, the company has appointed a representative to exercise the voting rights as instructed and will continue to do so in the future. The representation of the shares is assumed in accordance with the agenda. The details are published in the agenda and on GfK’s website at www.gfk.de/Investor. Voting during the Annual General Meeting is currently difficult for technical reasons. As soon as a practicable solution to securely transfer the voting is available, the company will look at utilizing such a system. Pursuant to point 2.3.4 of the Code, the company should enable shareholders to follow the Annual General Meeting using modern communication media (e. g. on the Internet). Compliance Officer Bernhard Wolf Tel. +49 911 395 2012 Fax +49 911 395 4075 [email protected] 20 Since GfK has been listed on the stock exchange, the Annual General Meeting has been broadcast on the Internet. The webcast lasts until the end of the report by the Management Board. The company has refrained from broadcasting more of the meeting in order to protect the privacy rights of the shareholders and will continue to refrain from doing so. The Compliance Officer, appointed by the Supervisory Board in its meeting on 16 December 2003 upon the recommendation of the Management Board, is responsible for monitoring implementation of the regulations and reports back on this to the Supervisory Board at least once a year. GfK will continue to improve communication with shareholders and dealers as well as the public. The aim continues to be full compliance with the Code. GfK shares THE GfK GROUP GfK SHARES Financial year 2003: broad upturn Following three loss-making years, the German dax ended 2003 showing a rise for the first time since 1999. However, during the first quarter of 2003, the negative performance of the past three years initially continued. The Iraq war and its uncertain consequences for the global economy deterred many investors from putting their money into shares. As at 12 March 2003, the dax had fallen to 2,189, its lowest level since 1995. Based on an historic high of 8,136 points in March 2000, the index had dropped to almost a quarter of this value within three years. There had never before been such a fall in the market throughout the entire history of the German stock exchange. GfK shares: key data German Securities Code 587530 isin (International Stock Identification Number) DE0005875306 Reuters GFK.DE Bloomberg GFK GR Datastream D:GFKX First Call GFK.DE However, following the official end of the Iraq war, the stock markets recovered due to a number of factors. Economic expectations improved markedly in the usa, Japan and Europe, interest rates remained stable and company profits had risen noticeably. As at the year-end, from the March low, the dax had risen by over 80 per cent to 3,965 points. In 2003, German stocks were well ahead compared to the rest of Europe. Whereas the dax was able to record a rise of over 37 per cent over the course of the year, the Dow Jones stoxx 50, the European index, added just 10.5 per cent, the ftse in London just over 13 per cent and the cac 40 in Paris over 15 per cent. The same applied to the American Dow Jones Industrial Average, which rose by around 25 per cent and the Japanese Nikkei Index which was up 24.5 per cent. However, 2003 was primarily the year for the second-tier stock indices which significantly outperformed the dax. The mdax gained almost 48 per cent and the tec-dax rose by more than 50 per cent. The sdax, on which GfK is listed, increased the value of its index even more – by 51 per cent. By contrast, the Dow Jones stoxx Media, which is the sector reference index, added just 11.7 per cent. Highest and lowest values of GfK shares from January 2003 to December 2003 in eur 26 25.30 23 21.92 20.29 20 17.96 20.30 18.26 21.68 19.40 17 24.50 22.72 22.15 19.62 17.60 14 13.90 12.52 12.46 11.00 9.51 10.55 14.90 13.30 11 8 15.87 13.39 11.01 Jan 03 Feb 03 Mar 03 Apr 03 May 03 Jun 03 Highest and lowest values Jul 03 Aug 03 Sep 03 Oct 03 Nov 03 Dec 03 Monthly closing prices 21 GfK share price performance from 1 January 2003 to 15 March 2004 in eur1) 29 24 19 14 9 January 2003 April 2003 1) All values are indexed to the GfK share price July 2003 October 2003 GfK (xet) January 2004 Dax 30 MDax dj Stoxx Media GfK shares: in the lead with a rise of more than 78 per cent In 2003, following a three-year lean period, GfK shareholders were able to celebrate again. With a rise of over 78 per cent the price of GfK shares produced rises considerably above the dax and sdax indices. However, initially the prospects had looked entirely different. Following a closing price of eur 12.81 at year-end 2002, the share price fell by 25 per cent through to mid-February to a low of eur 9.51. From then on it rose sharply by 166 per cent up to the year’s highest value of eur 25.30 by the end of November. As at 31 December 2003, the share price closed at eur 22.82. The issue price at the time of the GfK stock market flotation in 1999 of eur 18.50 was overtaken once again on 23 July 2003. The fluctuation in the share price over the whole of 2003 was between a low of eur 9.51 and high of eur 25.30. GfK share price performance comparison In 2003 From IPO to 15. 03. 20041) GfK ag + 78.1 % + 47.0 % Dax + 37.1 % – 27.3 % SDax + 51.3 % – 1.5 % dj Stoxx Media + 11.7 % – 37.9 % 1) Issue price during Initial Public Offering (ipo) on 23. 09.1999: eur 18.50 As at year-end 2003, original shareholders – disregarding dividend payments – have seen their shares gain 23.4 per cent in value. This corresponds to annual interest on the invested capital of 5.1 per cent. If shareholders reinvested their gross dividends, including corporation tax credits until 2000, in GfK shares, as at 30 December 2003 they had achieved an annual return of 5.8 per cent. Over the same period, an alternative investment in bonds would have returned an average yield of 4.6 per cent p. a. Share evaluation: twelve investment analysts reported back GfK attracted interest in the financial markets for two reasons: firstly, its successful operating business in 2003 and, secondly, the above-average rise in the GfK share price. The excellent growth in the sdax index also increased investor focus on second- 22 GfK shares THE GfK GROUP tier stock in 2003. At the same time, the consolidation process in the research departments of banks was largely completed. The slump in the stock markets forced financial institutions to offset falling revenue by downsizing their analysts’ departments. In some cases monitoring of whole sectors has been affected. GfK shares: key indicators Unit 2002 2003 High EUR 24.30 25.30 Low EUR 11.50 9.51 Close EUR 12.81 22.82 Average daily volume traded No. 13,904 16,030 Number of no-par shares No. 26,121,998 26,121,998 EUR m 334.6 596.1 in % 15 8 2.79 15 4 3.77 0.25 Market capitalization as at 31.12. Rank in SDax by sales by market capitalization Index weighting by market capitalization Dividend EUR 0.20 EUR m 5.2 6.5 Earnings per share EUR 0.98 1.28 Free cash flow1) per share EUR 1.55 1.85 Total dividend 1) Before acquisitions, other investments and asset disposals At year-end 2003, only ten of the previous 15 institutions rated GfK shares. However, since the start of 2004 two more banks began covering our shares, so that currently twelve respected institutions regularly publish assessments and recommendations on GfK shares. GfK is carrying out other discussions with international banks. Balanced, independent reporting on the financial market is guaranteed. Shareholder structure: free float spread internationally Over the past year, the GfK shareholder structure has not altered substantially. GfK Nürnberg e.V. is still the largest shareholder with a 64 per cent holding as before. The total free float of 36 per cent breaks down as follows: the Management Board and the Supervisory Board still hold 2.3 per cent of the share capital, while 14.6 per cent is in the hands of private investors, representing a rise of 2.3 percentage points on the previous year. This increase is attributable to institutional investors whose holding fell by 21.4 per cent to 19.1 per cent. At year-end 2003, 57 institutional investors held investments in GfK shares. 6.2 per cent of all shares were held by instititutional investors from the usa (2002: 5.2 per cent), 5.8 per cent from the UK (2002: 7.8 per cent), 3.4 per cent from Germany (2002: 5.4 per cent) and 2.5 per cent from France (2002: 2.2 per cent). 23 Current shareholder structure GfK-Nürnberg e.V. 64.0 % Institutional investors 19.1 % of which usa 6.2 % uk 5.8 % Germany 3.4 % France 2.5 % others Private investors Management Board and Supervisory Board 1.2 % 14.6 % 2.3 % GfK shares in sdax: position improved As at 24 March 2003, as part of restructuring the stock market, Deutsche Börse downsized the mdax from 70 to 50 companies, which means that since then, GfK shares have been listed in the sdax instead of the mdax. On the sdax, since this reallocation GfK has risen from 8th position to rank 4th following market capitalization of the free float. Its index weighting rose from 3.1 per cent in March to 3.8 per cent in December 2003, peaking at 4.1 per cent in September and November. At year-end 2003, GfK lay in 15th position based on sales of shares, and its average trading volume also showed a marked improvement. Over the past year an average of 16,030 shares a day were traded compared to 13,904 a day in 2002. The busiest periods were April, May and September with average trading volumes of over 20,000 shares a day. Dividends: another increase planned At the Annual General Meeting, the Management Board and the Supervisory Board will propose a shareholder dividend of 25 cents per share, an increase over the previous year of 25 per cent. The total dividend paid out will therefore increase from eur 5.2 million to eur 6.5 million. To allow shareholders to participate in the economic success of the company, GfK has increased the dividend annually since its flotation on the stock market. The proposed dividend for 2003 represents an increase of over 92 per cent compared to the initial dividend of 13 cents for 1999. The pay-out ratio is 19.5 per cent. 24 GfK shares THE GfK GROUP Stock option programme: continues to be attractive At year-end 2003, management staff once again had the opportunity of exchanging part of their bonus for stock options. A total of 605,193 options were offered, of which 485,002 options were subscribed. This corresponds to an acceptance quota of 80.1 per cent. This subscription is based on the stock option programme approved at the Annual General Meeting on 13 June 2002. After this year’s Annual General Meeting on 15 June 2004, three tranches may be exercised: tranche 1 of 389,165 options at a price of eur 55.20 and tranche 2 of 375,725 options at a price of eur 41.71. The third tranche comprises 380,300 options at a price of eur 24.14. The high strike prices mean that the first two tranches are not in cash, unlike the third tranche. Of course it is impossible to know in advance how many options will be exercised. However, it is agreed in the terms and conditions that the sales are carried out in such a way as to safeguard the shareholders’ as well as the company’s interests and avoid any effect on prices. Based on current demand for GfK shares, GfK is anticipating that the shares can be easily placed. 25 I N V E S T O R R E L AT I O N S In 2003, as in previous years, up-to-date and open communication with institutional investors, investment analysts, private investors and financial journalists is the focus of Investor Relations activities. The aim of this work is to create the conditions for ensuring efficient formulation of opinion on the situation of the company and on the future prospects for GfK in the capital market. Shareholders: more intensive dialogue Around 400 shareholders and shareholder representatives attended the Annual General Meeting in Nuremberg on 13 June 2003, representing almost 70 per cent of all shares. As in previous years, shareholders were able to follow the event live via the Internet up until the start of discussions. The discussion over the 2002 financial statements highlighted the healthy growth in GfK sales and total income. GfK shareholders approved the strategy for international expansion and expansion of the company network. Other events attended by GfK: Seven international investor conferences Two dvfa analyst conferences Nine roadshows in the usa, uk, France, Switzerland, Holland, Austria and Germany Nine teleconferences 93 individual conversations with fund managers and investment analysts Invest 2003 in Stuttgart, one of the largest German investor fairs Munich stock exchange open day attended by approx. 2,500 visitors GfK website: Investor Relations information expanded GfK continues to place high priority on providing more information on the Internet. The Investor Relations section of the website contains quarterly reports, annual reports, presentations, recordings of the Annual General Meeting and the accounts press conference, as well as assessments by analysts and consensus of opinion. Additionally, interested parties will find information on share prices which goes far beyond the minimum standard applicable to German company websites. In the latest updated Internet version on GfK shares, apart from current share price data from the German stock exchange, there are also details on share price changes in relation to comparable indices as well as individual daily sales. Tick data show the price and volume of capped orders to buy and sell. It is also possible to calculate the total income from personal shareholdings in GfK, including the change from the date of purchase, both in absolute terms and as a percentage. For investors who like to study charts, the chart analyzer offers additional features. 26 Investor Relations THE GfK GROUP Publications: consulted and recognized The annual report is the most important printed presentation of the company image for GfK. The efforts in recent years aimed at improving the quality of the content and presentation have paid off. In the overall evaluation of annual report rankings by Manager magazine in Germany, the Annual Report 2002 scored very well, achieving third place among the 50 companies in the sdax and nineteenth place among a total of almost 200 annual reports from listed companies on the stoxx50, dax, mdax, sdax and tec-dax. In addition to the annual report, GfK publishes three quarterly reports containing extensive information on the various company divisions. At the end of February, GfK also published the provisional annual result. Since May 2003, GfK has regularly published a shareholders’ newsletter, gfk impuls, following publication of the quarterly figures, thereby increasing its contact with private shareholders. The newsletter provides information, in condensed form, on business development, share price performance and anything important concerning the GfK Group and the market research sector. It is mainly distributed online and investors may subscribe to it by e-mail at investor [email protected] or via the website at www.gfk.de. Back issues may be downloaded. Furthermore, for anything important, GfK contacts its shareholders by e-mail, fax, ad hoc notifications, post and teleconference. Provisional key dates in the financial calendar 15 April 2004 Accounts press conference, Nuremberg 15 April 2004 Analysts’ conference, Frankfurt/Main 19 May 2004 Quarterly report as at 31 March1) 15 June 2004 Annual General Meeting, Nuremberg Interim report as at 30 June1) 19 August 2004 Quarterly report as at 30 September1) 18 November 2004 24 February 2005 Provisional result for financial year 20041) 31 March 2005 Accounts press conference, Nuremberg 31 March 2005 Analysts’ conference, Frankfurt/Main 13 May 2005 Quarterly report as at 31 March1) 24 May 2005 Annual General Meeting, Nuremberg 12 August 2005 15 November 2005 Interim report as at 30 June1) Quarterly report as at 30 September1) 1) Publication is scheduled for before the start of the trading session 27 BUSINESS DIVISIONS SPECIAL GfK. Growth from Knowledge Turning market opportunities into success Identifying and utilizing market opportunities at an early stage – these factors are more crucial than ever when it comes to the success and future prospects of companies operating in consumer goods markets. This applies to global organizations as well as smes. Success depends largely on knowledge of the attitudes, behaviour and preferences of consumers and users of brands, products and services. Modern marketing research, such as that conducted by GfK, supports customers in industry, retail, media and the service sector by providing them with the knowledge of markets and consumers necessary to turn market opportunities into success. An interview with an expert on the future of brands, advertising and marketing research as well as reports on the five GfK divisions and the theme of innovative methods all highlight the ways in which marketing research fulfils this function. INDEX Our mission is to get attention on behalf of our clients Page 30 Allen Rosenshine, head of bbdo Worldwide, on the future of brands, advertising and marketing research According to Allen Rosenshine, the principles of building and maintaining brands have not changed over the decades. However, the world of media has become far more complex, making it increasingly difficult for companies and retailers to reach consumers. Getting attention on behalf of consumers and towards his company’s brands is therefore the key success factor. How Nerino Grassi made it to the top How hosiery manufacturer Golden Lady stayed up in a falling market Golden Lady, which is part of Europe’s leading hosiery manufacturing group, is a perfect example of the fact that times of 28 crisis can also be times of opportunity. In addition to innovation and high quality standards, sound knowledge of consumer requirements and the markets are what give the company its competitive edge. Page 36 B U S I N E S S D IV I S I O N S SPECIAL Page 44 The hp formula for success: innovation and intuition Trust, teamwork, flat hierarchies and consumer consideration According to Kasper Rorsted, hp’s Managing Director for Europe, Middle East and Africa, Page 52 the future of the it sector, with its accelerated innovation, has only just begun. Market research helps identify consumer trends early and convert these into successful product ideas. Cutting through the competitive jungle The hard facts about selling magazines successfully at Budapest-based Sanoma the fast-growing Hungarian media market. A successful strategy – as proven by the market share of over 30 per cent. The Hungarian publishing house, Sanoma, combines comprehensive market and media research to ensure its survival in Page 60 Winning over the client with new ideas Market research to support McDonald’s with their new brand image Eating habits change and young people have different ideas on what they want Page 68 The pharma market is one of the most complex and fiercely competitive markets. 76 from “their” eateries and so McDonald’s is tailoring its brand image to suit the current needs of its target groups. Market research made a major contribution to the new direction. Spotlight on the healthcare system and the interests of doctors and patients Pfizer’s consistent quality, innovation and market analysis Page Making yourself heard in the hubbub of advertising Innovative ways of making media planning more efficient and effective for Kraft Foods In a world of shifting consumer habits, coffee brand manufacturers are constantly For Pfizer, global brand leaders in human medicine, this means the rigorous application of the corporate philosophy and exploiting opportunities on the basis of in-depth market analysis. being faced with new challenges. Kraft Foods has responded by seeking to consolidate and expand the market position of “Jacobs Coffee”, its top brand, with the aid of new marketing and media research methods. New Yorker Allen Rosenshine has been an advertising expert for 40 years and works at the BBDO headquarters on New York’s 6th Avenue Brands, communication and market research GfK SPECIAL Allen Rosenshine, Chairman and ceo of bbdo Worldwide discusses brands, communication and marketing research today Our mission is to get attention on behalf of our clients “Branding requires understanding our audience and why they think as they do,” states Allen Rosenshine, head of the most awarded agency network in the world, bbdo, and founder of the third largest global advertising organization, Omnicom. Allen Rosenshine, one of the top advertising experts worldwide, describes the challenges faced by traditional and new forms of advertising today and outlines the significance of marketing research for successful brand communication. Please define the key role of advertising and communication. To the extent that advertising is the business of branding, the focus of advertising has to be on client audiences. The ultimate targets are the purchasers of the brand. At the risk of being overly simplistic, I believe that our job as communicators in advertising and in the general communication business is to provide the competitive reasons why one brand is superior or should be purchased rather than another. It is important to draw a distinction between classic advertising in classic media and new forms of brand communication, which have become available to us through new technologies and which are increasingly becoming part of the communication mix. By advertising I mean classical advertising in mass media, such as television, print, outdoor and radio. When we talk about integrated communications or other forms of advertising, I think of everything associated with below-the-line activities. Whether direct response, point of purchase, new customer relationship management models and, of course, the Internet, these activities have become more and more poignant. Allen Rosenshine Allen Rosenshine, 65, was named as one of the top 100 most influential men in the advertising industry of the century by Advertising Age, a weekly us advertising magazine. Rosenshine has been with bbdo since 1965, first as a copywriter, from 1975 as the creative director and subsequently as head of the New York office. In 1985, he became ceo of bbdo Worldwide and a year later he became a founder of Omnicom, one of the top three marketing and communication conglomerates in the world. Rosenshine was ceo of Omnicom until 1989, when his love of advertising enticed him to swap his ceo position at Omnicom for that of ceo and Chairman at bbdo Worldwide. bbdo, which achieved sales of over usd 16 billion in 2003, has 345 offices in 76 countries and more than 20,500 employees across the globe. The third largest agency network in the world, it has received many awards for creative services and since 1999, has been annually cited the most creative agency network of the past five years in the Gunn Report. Rosenshine was a Board member of both the Association of American Advertising Agencies (aaaa) and the International Association of Advertising Agencies (iaaa). He is also a member of the Board of the Partnership for a Drug-Free America, as well as Chairman of its Creative Review Board. What distinguishes the classical from the new forms of communication? None of the new forms of advertising enables us to approach the consumer or the customer on behalf of the brand with the full range of communication tools. Television advertising is clearly the most significant when it comes to creating an emotional bond between the user or purchaser and the 31 The principles behind successful brand communication do not really change. The weight has shifted from the classical to the new forms, but not nearly as quickly or as dramatically as the proponents of the new forms predicted, especially before the dot-com bubble burst. Not only was there no demise of classical advertising, but the use is as heavy as ever. The opportunities to communicate through new forms have increased. We would therefore expect a rise in overall expenditures, and this has been the case, except in the past couple of years which have witnessed an economic downturn. However, I firmly believe that once we come out of the recession, we will see expenditures that surpass previous levels. This is already beginning in 2004. If we can achieve the level of 2000, that would be good. What does it mean to build brands and to communicate in the “attention economy”? The principles of building and maintaining brands do not really change. The basis of what built a brand 50 years ago is no different than the basis of what builds a brand today. The competitive milieu is different, globalization has changed the branding process. At the same time, technology has dramatically altered the way in which we can communicate brands. However, the fundamentals of a brand, premium brand or low-cost brand, have not changed and neither has the consumer’s desire for these. »Our biggest concern is how to take a given client’s budget and apply it in such a way that his particular brand will be best communicated to the consumer, who has increased choice but no more time than before.« brand. To the extent that brand relationships need to be built on emotion, I cannot conceive of how we will replace the capacity of film or tape, or sight, sound and motion to create an emotional bond. 32 The key is to keep up with consumer adaptation of usage of the classical as well as the new media. Looking at the history of communication vehicles and media, it is very hard to think of any medium that has become extinct. It was thought that videotape would eliminate film. That did not happen. Equally, that television would be the end of radio. That did not happen. Or that various new forms of communication would mean the end of printed communication. Yet book sales are higher than ever. At the end of the day, each form of communication is unique. People will Brands, communication and market research GfK SPECIAL Rosenshine: our job is to find competitive arguments as to why our client’s brand is better. not give up one for another. They may shift over time and spend more time with one than another. However, there are only a limited number of hours in the day. For us as communicators, the issue is therefore to understand how consumers are managing their time. A colleague uses the expression “attention economy”, meaning that our mission as advertisers is to get attention on behalf of our clients. To do this, we need to be able to manage a diverse set of media, which did not exist fifty, twenty or even ten years ago. Our biggest concern is how to take a given client’s budget and apply it in such a way that his particular brand will be best communicated to Advertisers work in a reactive business in the sense that they do not invent trends or how consumers think or feel. They cannot make consumers do something that they do not intrinsically want to do – despite what all the critics of advertising might have you believe. If they could, why is it that 75 or 80 per cent of all new products fail? If we are so good at manipulating a consumer into buying things that he does not want, how do we explain the fact that the consumer rejects most of what we put out? Therefore the interplay between market research, consumer research and the business of designing »Advertisers cannot make consumers do something that they do not intrinsically want to do – despite what all the critics of advertising might have you believe.« the consumer, who has increased choice but no more time than before. It is no longer simply a matter of statistics – i. e. the highest rating of a TV show for the lowest possible price. It is now about reaching people not only in terms of overall impressions, but in terms of their receptiveness and willingness to consider the message at a given point in time. How would you define the interplay between marketing research and advertising? In my view, the need for fundamental understandings produced by market research is greater than ever. Our information requirements may have changed, and also the need for market research that goes beyond the “left-brain approach” to understand consumers by including psychographics and aspects that drive consumers emotionally as well as rationally. These needs are critical and their role in market research is not less, but in fact more prominent than in the past. 33 »Marketing instinct is needed, but also the ability to quantify and predict how the marketplace and the consumers will react.« products, positioning them and then communicating them has never been greater. This is why the interplay between the disciplines is absolutely critical. Marketing instinct is needed, but also the ability to quantify and predict how the marketplace and the consumers will react. What is your take on “Think global, act local” versus “Think local, act global”? If I had to choose between “Think global, act local” or “Think local, act global”, I believe that “Think local, act global” is more realistic in view of globalization. The notion that the world will become standardized as originally outlined by Theodore Levitt has proved wrong. Standardization of the human condition is not what globalization is about. “Think global, act local” means that if you think globally you are thinking in terms of standardization and executing that standardization everywhere. The fact is that this is not feasible. People will not give up their heritage, their national pride or identity – even in the context of the European Union and the Euro. Ultimately, none of these aspects is going to eliminate the fact that you have to think local and not just act local. “Think local, act global” is the more relevant of the two iterations. You first need to understand people and this means understanding them locally. Once you understand the differences, you can successfully act globally. Today it is more important than ever to reach consumers in terms of their willingness to consider the message at a given point in time. 34 Brands, communication and market research GfK SPECIAL Global marketing and advertising market In 2003, advertisers spent an estimated usd 751.5 billion on advertising, below-the-line Share of total sales by region in usd billion activities, pr and market research. 2002 2003 Growth in 2003 in % Share in % Total 730.8 751.5 2.8 100.0 of which advertising1) 316.5 327.2 3.3 43.5 below-the-Line 2) 316.2 322.2 1.8 42.9 market research 17.6 18.1 3.0 2.4 6.3 6.7 6.3 0.9 – 10.3 – – pr other3) 1) tv, print, radio, film, outdoor and the Internet 2) Mailshots and other direct mailing activities, consumer and b2b promotions including sponsoring 3) Mainly sector directories The usa is by far the largest Ad-spend in the major regions and countries in usd billion national advertising market worldwide, followed by quite some 2003 distance by Japan and then – again by quite some distance – Germany and the uk. Share in % Total 327.2 100 America 153.4 46.9 Europe 77.0 23.5 Asia 64.4 19.7 Other 9.9 Source: Zenith Media In 2002, Procter&Gamble spent a total of usd 45 billion on advertising and is therefore the No. 1 advertiser The ten major advertisers worldwide in usd billion worldwide. Ranking 2002 Advertiser Global ad-spend in 2002 in USD million Change on previous year in % 1 Procter&Gamble 4,479 21.9 2 Unilever 3,315 19.2 3 General Motors 3,218 9.0 4 Toyota Motor 2,405 11.2 5 Ford Motor 2,387 7.2 6 Time Warner 2,349 2.4 7 DaimlerChrysler 1,800 0.5 8 L’Oréal 1,683 15.4 9 Nestlé 1,547 – 4.2 Sony 1,513 22.2 10 Source: Advertising Age, 10 November 2003 35 36 Consumer Tracking GfK SPECIAL How Nerino Grassi made it to the top Staying up in a falling market 37 Staying up in a falling market How Nerino Grassi made it to the top The Italian company, Golden Lady S.p.a is a perfect example of the fact that times of crisis can also be times of opportunity. In a recessive market, the manufacturer of hosiery and lingerie has been able to win market share, increase sales and profits and become the market leader. The key factors behind this success are innovation, perfect production and organization, as well as consumer consideration. When a market shrinks by 50 per cent in less than ten years, it is not only pessimists that speak of giving it up as a bad job, and withdrawing. Not so for a full-blooded entrepreneur who, even in the worst possible market conditions, leaves the competition for dust with their figures in the red and off-season sales on brands and machines. Generating growth and quietly making his way to the top. This is the story of Nerino Grassi, owner and Managing Director of Golden Lady who, from the Italian Castiglione delle Stiviere, penetrated the women’s hosiery market. Grassi started up his Golden Lady brand in 1967 with 50 hosiery machines. This was the time of easy profits for producers of tights and stockings. The material-saving trend of fashion designers which found its form in mini-skirts all added to the demand of the woven textile with its inherent Mini-skirts pushed up the demand for tights. Nerino Grassi The founder and owner of Golden Lady believes that the success of his company and the brands Golden Lady, La Omsa and Sisi is attributable to technology and innovation, communication, consistently high product quality and a good price/performance ratio. sex appeal; especially of tights, which, to the consternation of young men on their ‘voyage of discovery’, had more or less replaced the ‘nylons’ – first with and later without the distinctive seam – complete with suspender belt. The staying power of nylons At that time, sales prices, too, were still a source of optimism for manufacturers, even though the most profitable times were gone. In the 1940s, shortly after the nylon fibre was invented, ladies’ fashion nylons cost usd 250 and were seen as luxury gifts, for example in post-war Germany, where GIs wanted to discover the secret of alluring German women. Much-admired ambassadors of the trend 38 Consumer Tracking GfK SPECIAL Golden Lady’s corporate aim is to be “best friend” to millions of women were Hollywood beauties such as Rita Hayworth and Jane Russell , who showed on screen how shapely legs could look in stockings – and the negative effect of ladders. Over the years, however, fierce competition among hosiery brands in Europe and overseas resulted in falling prices. While many initially successful manufacturers gave up, Golden Lady persisted and slowly but surely made its way to the top, first in Italy. In 1978, Grassi acquired another brand – La Omsa – and expanded into Germany. Production sites were later set up in France and the uk, with sales companies at work in France, Germany, the uk and Spain. With its three brands, Golden Lady, La Omsa and Sisi, and Nerino Grassi and a committed team of managers at the helm, Golden Lady S.p.a. is among the market leaders or even leading the way in most European countries. Russia, for example, is the second largest market for the Golden Lady Group after Italy. In 12 of the 15 eu countries the hosiery market is stable, even showing signs of slight growth, with manufacturers achieving sales worth almost eur 2.5 billion every year. However, the market is still experiencing a downward trend. In Germany, the market total for 2003 was eur 0.40 billion, eur 0.52 billion less than in 2002. Success stretching as far as the usa Grassi’s expansion course stretched right across the Atlantic. In the usa, he took over the second Golden Lady Group One of Europe’s leading hosiery manufacturers Founded in 1967 by Nerino Grassi, who as head of the company has driven and continues to drive the Golden Lady business. Mission statement A successful company which takes all the opportunities a market offers. The Golden Lady Group rests on consolidated values and glares with innovation so that consumers return again and again. But the hard won position of Golden Lady is never a point of arrival, but a point of departure, to conquer the leadership on each market where the Group is present. Market positioning With seven factories and 3,000 employees, Golden Lady manufactures around 250 million hosiery items per year, which are sold in Europe under the brand names of Golden Lady, La Omsa and Sisi. The company also makes underwear and beachwear. In Europe, Golden Lady also distributes its products in over 300 outlets trading under the name GoldenPoint. The company is a market leader in Italy and Russia, generating sales in Europe of eur 310 million in 2003. In addition, Golden Lady has a production site in the usa, where the end product is sold under the No Nonsense label. 39 The latest production technology and continuous quality control are key success factors Production sites and processes have to be constantly updated and perfectly organized. Production and sales stages are integrated under one roof, from the manufacture of the thread right through to spinning, knitting, dyeing and distribution to the consumer. “This was the only way to withstand the collapse in the market, because we were able to keep margins and profits high enough,” explains Grassi. An important factor, not least because it facilitates continued investment in research and development. The price/performance ratio must be within the optimum range. Customer satisfaction is key to every long-term success, and here Grassi is of the same opinion as other successful entrepreneurs. This is why Grassi has constant and thorough production checks carried out. Where his company’s philosophy differs from many others, is that these include the lowest price levels. “Quality comes first, whatever the circumstances,” says Grassi fervently. It is necessary to invest heavily in communication, including advertising and promotions. largest manufacturer, Kayser Roth, with own brand “No Nonsense” and designer brands (including Calvin Klein). With 150 million tights sold, the company represents 18 per cent of the market. 1,500 employees helped generate sales of usd 250 million, which is exactly the same amount as before the takeover, but with 1,400 fewer staff. Excluding its us subsidiary, the Golden Lady Group has a staff complement of 3,000 and generates sales of eur 310 million in seven factories. These cover 300,000m2 and around 250 million pairs of tights and other products are manufactured on 3,800 machines. Grassi has three key principles by which he runs his business: 40 Alessandra Bocchi Key account manager at GfK IHA Italia, responsible for the Fashion*Scope textile panel in Italy, advises the Golden Lady management. Consumer Tracking It was exactly in the difficult years from 1989 to 1992 that Golden Lady launched a lavish advertising campaign. Hollywood star Kim Basinger was the legs of Golden Lady, raising the Italian brand’s profile on screen. Today, an Italian star communicates the Golden Lady message of being ”best friend to millions of women in Italy and Europe.“ Grassi invests 18 per cent of the company’s sales revenue in advertising and promotion every year. Reasons why the market sagged It goes without saying that market research as an instrument plays a major role in all activities. GfK supplies the required data in many countries, including for example monthly base figures for the hosiery market. “We monitor our position in the individual markets very carefully,” adds Grassi. “Given that we invest a lot of money in communication, we obviously want to know how successful this has been, as well as how our brand value is developing.” GfK SPECIAL »While many initially successful manufacturers gave up, Golden Lady persisted and slowly but surely made its way to the top, first in Italy.« The Golden Lady Group also uses market research in its latest activities, such as the lingerie market, explains Alessandra Bocchi, key account manager at GfK iha Italia, responsible for the Fashion*Scope textile panel in Italy. Nerino Grassi and his management team are not content with having successfully survived the downturn in the ladies’ hosiery market and found answers as to why new yarns are increasingly replacing nylon and low denier tights last longer than before, so consequently sales of these are down, women prefer wearing jeans and other trousers to skirts and dresses, and a more informal lifestyle has led to higher sales of socks instead of tights. Golden Lady has its own design department which monitors and influences fashion trends 41 »Given that we invest a lot of money in communication, we obviously want to know how successful this has been, as well as how our brand value is developing.« Golden Lady products are sold he is up against a country which has begun the long march to the top: China. There, manual work is extremely cheap and even today, bras and knickers are still hand-made rather than machine-produced. throughout Europe, in modern retail outlets as well as . . . Since 2001, Golden Lady has also set itself the aim of establishing its own sales network under the name Goldenpoint, for closer customer proximity in Italy and large European cities. “This is the answer to the requirement of women who value a wide selection combined with the service of a specialist outlet,” says Grassi, who believes that companies must be able to predict new trends and take an innovative approach to implementing these. This applies to the type, content and performance of a product, as well as to the production and distribution processes. This is how to manage change in the markets – even far-reaching change. . . . in markets and street stalls in Italy and other major Southern and Eastern European countries Having conquered one market, it was time to move into others, and this sparked production of lingerie, as well as ladies trouser socks. The acquisition of the Filodoro brand from the Sara Lee Corporation is a further marker of Golden Lady’s expansion plans. Grassi has a hard task ahead of him, however. In the underwear market, “The secret of Nerino Grassi’s success and that of his family is an entrepreneurial spirit and passion for the products,” explains Gianluigi Pirani, General Manager at Golden Lady, who has co-run the company with Nerino Grassi for many years. The other crucial factor for the Golden Lady Group is the unshakeable belief in efficiency and quality at every level. GfK IHA Italia S.p.a., Italy Provider of information on fast moving consumer goods from the GfK ConsumerScan panel, part of the Consumer Tracking division Established: 1994 Key clients: Bolton Group, Danone Group, Ferrero, Henkel, Kellogg’s, Lavazza, l’Oréal, Nestlé, The Coca-Cola Company, Unilever Group Key markets: food retail, household cleaning products, cosmetics, textiles Employees: 42 42 Consumer Tracking GfK SPECIAL Consumer Tracking division: Specializing in the purchasing and consumption behaviour of end consumers Market positioning GfK Consumer Tracking ranks 2nd in Europe in the area of continuous consumer research and is the market leader in Austria, the Benelux countries, Germany, Italy, Scandinavia, Switzerland and the Central and Eastern European countries. Our key services We offer information services, advice and solutions providing support for the marketing decisions of manufacturers, retailers and the service sector, which enable these to successfully operate in the markets for fmcg, consumer goods and services. In detail We provide clients with continuous information about purchasing and consumer behaviour. As part of our panels we regularly record consumer purchases over long periods of time and collect such information from the panel households. The findings based on this information comprise sound analyses of the structure of markets and how these change changes in preferences with regard to manufacturer and retail brands in all relevant product categories and buyer structures over time brand loyalty and shopping outlet preference the efficiency of promotional and advertising activities in terms of sales and the attractiveness of brands. The aTRACKtive software developed by GfK for the specific purpose of analyzing consumer and household panel data offers a high level of flexibility. It enables users to prepare numerous special in-depth analyses, which go beyond the scope of standard reporting and are tailored to clients’ required focus on detailed buyer group segmentation. The information for these analyses is sourced from GfK ConsumerScan and GfK ConsumerScope, two different services that are based on consumer surveys. GfK ConsumerScan comprises household and consumer panels on fmcg in 17 European countries. Via a network of partner companies throughout Europe, GfK supplies information for almost all European countries. ConsumerScan provides information about buyer characteristics, attitudes and penetration, supply and demand, brand loyalty, parallel brand consumption and much, much more. GfK CatmanGuide is a service system for category management of fmcg. We support clients in their efforts to optimize their brand offering in cooperation with retailers. GfK’s ConsumerScope package of services delivers information about smcg to clients, e. g. data on textiles, toys and books as well as on travel, financial and telecommunications services. The data is collected via online and mail panels in nine European countries. The benefits Clients use partly standard, partly customized information packages to 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 decisionmaking. Our clients Multinational companies as well as smes from retail and industry operating in consumer goods and services form the client base. Our top clients include Henkel, Unilever, Procter&Gamble and Nestlé. Focus for 2003 Europe-wide rollout of the aTRACKtive software Upgrading the Internet platform aTRACKtive.web to provide clients with direct access to consumer panel databases Development of e-cpo (European Consumer Panel Online), a system for recording purchasing data via the Internet Enhanced range of services in textiles research Increased number of random panel samples in several countries Above-average development of category management business Improved European data integration Advancement of cost-cutting programme 43 44 Non-Food Tracking GfK SPECIAL The hp formula for success: innovation and intuition Trust, teamwork, flat hierarchies and consumer market analysis as prerequisites 45 Trust, teamwork, flat hierarchies and consumer market analysis as prerequisites The hp formula for success: innovation and intuition The it sector will continue to excel with high rates of innovation and an above-average need for information for decades to come. In 2003 alone, hp was awarded 21,000 patents worldwide, up from 17,000 in fiscal year 2002. This equates to some 11 patents being generated per day, double the rate of fiscal year 2002. A large in-house marketing research department and intensive worldwide cooperation with GfK help the global company to recognise developments and trends at the right time, to structure its processes and safeguard its decisions. The Managing Director of hp for Europe, Middle East and Africa (emea) does not like to read instructions if presented old-style. This is why Kasper Rorsted has recently gotten himself a new mobile phone and dispensed with the complicated model purchased from another mobile manufacturer. “Intuitive usability” is what Rorsted demands and in doing so, he sums up an essential core value that is part of the basic operating code of it company hp. “Our actions and decisions are always taken with the customer in mind.” “Uncompromising integrity” is another core value. By this, the people at hp understand openness and honesty in all business relationships as the basis of client trust. The set of values also includes “groundbreaking innovations” and “speed plus HP is much more than just a manufacturer of printers and pcs. The company offers a range of different it products and services to both corporate clients and individual users. 46 Kasper Rorsted, Managing Director Europe, Middle East and Africa: We require a vast variety of information to find an answer to the question, ‘how can we make it as easy as possible for people to use our devices?’ flexibility”, as well as results orientation, teamwork and respect between staff and customers. “Our aim is to provide products, services and solutions of the highest quality and deliver more value to our customers that earns their respect and loyalty,” is the message on hp ’s websites worldwide. To this end, hp has an abundance of products and services from desktops and workstations, notebooks and tablet pcs, digital cameras and printers, handheld devices, monitors and projectors all the way to the industry’s most comprehensive service packages, server portfolio, and storage solutions as well as financial services and training. Non-Food Tracking GfK SPECIAL Cutting edge hp home printers – top quality technology that is easy to use Innovations still set us apart hp “You would actually have to merge eds, Dell, sun and Sony to be this broadly based,” says Rorsted. “This creates challenges but also opportunities. I say opportunities because we have a lot to offer and because this broad range guarantees widespread brand awareness.” At the same time, the emea boss of hp makes no secret of his dislike of the widely held theory that most products these days are largely interchangeable from a technological point of view and could be sold purely by means of brand image and services. “We are a technology-based company and have a fundamental belief that it is still possible to set yourself apart through technological innovation.” Rorsted is firmly convinced that customers will be prepared to pay for innovations in the future. Manufacturer of technological solutions for individual users, companies and organizations worldwide. The offering ranges from it infrastructures to personal computers and peripherals and it services. With 142,000 employees in more than 170 countries, hp generated sales totalling usd 73 billion in 2003. Established in 1939 by William R. Hewlett and David Packard, who studied together at Stanford University, the first ever hp product was an audio device. Mission statement: To invent technologies and services that drive business value, create social benefit and improve the lives of customers – with a focus on affecting the greatest number of people possible. Market positioning: According to Fortune, hp is No. 14 of the top global hp invested nearly usd 4 billion in research and development in 2003, a clear link to how it achieved such rapid patent growth worldwide last year. This also attests to the uninterrupted vitality of the company founded in 1939 by William R. Hewlett and David Packard in Palo Alto, California. Writing history, the two Stanford graduates set companies. hp products are used by over one billion people worldwide. hp is the market leader in it technology for end consumers and smes. The company is also a leading provider of it solutions for companies. 47 Customized mainframe computers and servers for clients in the telecoms sector, stock exchanges and commodities exchanges and credit card providers the standards that still apply in the it sector today. They built their first product in a disused garage – an electronic test instrument used by sound engineers. A fitting backdrop to the tale: among the first customers for the audio oscillator was no less than Walt Disney Studios, which wanted to develop and test an innovative sound system for the film “Fantasia”. From its humble beginnings in a Palo Alto garage, hp became a major global player, taking a big step forward in 2002 when it merged with the Compaq Computer Corporation. From its foundation in 1982, Compaq had risen rapidly to become an innovative supplier with a philosophy similar to that of hp. Today, hp is the number 1 consumer it company in the world, the number 1 technology supplier to small and medium-size businesses, and a leader in enterprise computing, with market leadership positions in virtually every technology category and region in which they compete. For the fiscal year ended October 31, 2003 hp revenues totalled usd 73.1 billion. hp ended the year with approximately 142,000 employees worldwide and operations in more than 170 countries. Meeting all customer requirements Trust, teamwork and flat hierarchies were taken as basics by hp from its founding fathers Hewlett and Packard, and developed into the company’s current worldwide corporate strategy: hp ’s strategy is to offer a portfolio of products, services and solutions that are high tech, low cost and deliver the best customer experience. This strategy takes advantage of hp ’s unique market positions and portfolio, differentiates them from competitors and enables them to compete and win in the marketplace today and in the future. Balanced delivery across all elements of hp’s strategy – high tech, low cost, best customer experience – is vital to hp and they believe this puts them in a position that no company can match. Aldo de Smedt, Product Manager Europe Office Equipment, GfK Benelux Marketing Services, manages the hp account. The company requires information services relating to it consumer markets in 18 countries. 48 As a result of this strategy, hp offers a value proposition to customers that is compelling and differentiated: hp delivers more. Innovation at a price customers can afford, delivered with an experience that sets them apart. “Delivering more” means hp customers don’t have to compromise. Non-Food Tracking GfK SPECIAL »Our aim is to provide products and services of the highest quality to our customers that earn their respect and loyalty.« Technology is so vital to their business and personal lives that they demand and expect much more from their technology and their technology partners. hp believes customers want innovation and price, functionality and simplicity, stability and agility, security and connection, and affordability and high customer satisfaction. transactions and is the world-leading technology supplier to private customers and small and medium-sized companies, then people still have a whole lot to learn about hp,” said Allison Johnson, Senior Vice President, HP Global Brand and Communications, commenting on the start of the campaign. With its award-winning global brand campaign, “Everything is possible”, which was launched in November 2002, hp showed how the corporate strategy is put into practice. For example, ads illustrate how the company helps animators at DreamWorks to create a new animation generation, how FedEx makes use of the company’s products to deliver packages on time and overnight, and how birdwatchers in Finland log the gps position of rare birds – all thanks to hp. In 2003, the company introduced the “you+hp” consumer campaign, and in March 2004 the "change+hp” campaign showcasing hp enterprise customers who use technology to master change. “Nowadays most people think of hp as a large printer and pc company. We are certainly proud to occupy a leading position in these fields but when you consider that hp equips over 100 shares and commodities markets and supports 95 per cent of all securities transactions worldwide, processes two thirds of all credit card Information technology remains extremely innovative Whether advertising campaigns or technological developments, software architecture or services, any company that wishes to be a leader in information technology first needs an extremely large amount of information in order to be able to offer its customers useful solutions. “In other words, to find an answer to the question: ‘how can we make it as easy as possible for people to use our devices and our products?’”, says Kasper Rorsted. The future is now: hp invests billions of us dollars in r&d and filed four thousand patent applications in 2003 alone. 49 Mobile digital technology is increasingly becoming part of our life ... »When it comes to understanding the markets, we leave no stone unturned. This is why we have a huge market research department at global and regional level.« Rorsted continues: “We make extensive use of GfK as a source of mediation and information.” Aldo de Smedt, Commercial Director and Product Manager of Europe Office Equipment, GfK Brussels, adds “hp has been a client of ours for around 15 years in 18 countries around the world; in all areas in which our client operates, in fact.” He is proud that hp uses the trends identified by GfK to help make decisions about product lines and distribution channels. “When it comes to understanding the markets, we leave no stone unturned,” says Rorsted. “This is why we have a huge market research department at global and regional level.” It must be so, he says, because information technology is extremely innovative, and that will remain true for the next 20 to 30 years. “There are still a lot of unexplored opportunities in this area. I think that in many ways we have only just begun. The world is becoming more and more complex. Our products and services should help people appreciate and take advantage of the growing number of it product functions by improving ease of use. hp achieves this with innovative products that become ever simpler and more intuitive.” And, muses Rorsted, to play a part in ending the discrepancy between the breathtaking developments of the modern age and the worldwide conflicts that belong in the Middle Ages, not least through the opportunities for progress that information technology offers. He is equally sure that young people will naturally learn to deal with the information overload, selecting only what is relevant to their personal and professional development. GfK Benelux Marketing Services bv Division Belgium Provides information services on consumer technology products, which are based on continuous surveys of retail sales figures; part of the Non-Food Tracking division. Established in 1978 Major clients: Akzo Nobel, Bosch, Compaq, Gillette, hp, Kodak, Matsushita, Microsoft, Philips, Samsung, Sony Major markets: consumer electronics, it, household appliances, photographic, telecoms and business communications Employees: 93 . . . at work and at home 50 Non-Food Tracking GfK SPECIAL Non-Food Tracking: Specializing in dynamic consumer technology markets worldwide Market positioning The Non-Food Tracking division is the market leader in Europe, Asia and the Pacific, the Middle East and, in conjunction with our us partner, npd Intellect, in the usa. Our key services We provide our clients from retail and industry with comprehensive retail information on the innovative consumer technology markets, which are marked by rapid technological advances, and support them in their sales, marketing and logistics operations and strategy. In detail Our clients receive regular information based on continuous surveys and analyses of sales development and productrelated characteristics for consumer durables at the point of sale. In addition, we offer special analyses, in particular of new products and new markets. We work with all the major retailers in 48 countries worldwide, who supply most of the sales information that we analyze in electronic form. We also collate and categorize all the marketrelevant product and technical features of the various consumer technology models and items and combine them with the salesrelated information taken from retailers using our database system. We track the following markets: 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 as well as entertainment (books, cds, dvds, films, games and videos). We also offer encodex, our software and item catalogue, which is a b2b platform for e-commerce activities in retail and industry. Acquiring Informark in Australia and Amar in the Czech Republic as part of our strategy to expand our market positioning in Asia and the Pacific as well as Central and Eastern Europe. Offering new services, in particular the regular information services on shelf displays and prices in the retail consumer technology segment provided by ifr, in which GfK has a majority stake. Publishing the encodex New Product Guide, which retailers use when designing and printing price posters and other means for promoting sales and continuing the implementation of the startrack production and analysis system by publishing the Weekly Warning Index. Developing a forecasting tool for the mobile phones capital market The benefits Our clients in retail and industry have direct access to databases and also 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. Our clients Our clients comprise manufacturers in the consumer technology sector such as multinationals and companies operating at regional and national level, as well as retailers. Our top clients include Bosch Siemens, Canon, Carrefour, Electrolux, Hewlett Packard, Matsushita, Metro, Nokia, Philips, Samsung, Sony and Whirlpool. Focus for 2003 Acquiring the majority stake in the retail research business of media control GfK International, Germany, with a view to strengthening our position in the entertainment segment. 51 52 Media GfK SPECIAL Cutting through the competitive jungle The hard facts about selling magazines successfully 53 The hard facts about selling magazines successfully: Cutting through the competitive jungle Budapest-based Sanoma, a Finnish-Hungarian publishing house, combines comprehensive market and media research to ensure its survival in the fast-growing Hungarian media market. A successful strategy – on the strength of its general interest magazines, Sanoma has gained a market share of over 30 per cent in Hungary. Ildikó Csejtei sees herself in a pioneering role. “We are trailblazers in our home market,” emphasizes the Marketing and pr Director of media company Sanoma Budapest Kiadói Rt., full of praise for her team: “Our market researchers are professionals who know their stuff. They don’t just ‘order’ market research from a company, but instead work closely with the research company as a competent business partner.” And accordingly, the company’s team of researchers works very closely with GfK Hungaria in Budapest. Ildikó Csejtei has a huge requirement for market and media research. As Hungary’s third-largest media company, Sanoma has a share of 32 per cent in the country’s magazines market, sales of around eur 64 million, over 400 employees and faces fierce competition. The main competitors are Germany’s Axel Springer Verlag and the SwissHungarian Group, Néppszabadság/Ringier. Another competitor from Germany is the waz Group from Essen, which has five regional daily papers (circulation: 225,000) in four of the 19 Hungarian administrative districts. Ildikó Csejtei, Marketing Director responsible for marketing, pr and strategic market research at Sanoma Budapest: “Market research is largely perceived as one of the core competences of a company.” The traditionally difficult print media market is dominated by Springer and Sanoma. However, the biggest media companies are rtl with sales totalling eur 98 million and the Swedish pe 2 Group whose sales amount to around eur 64 A typical day in the editor’s office of Sanoma’s flagship financial magazine, Figyelo, which is Hungary’s answer to Business Week 54 Media GfK SPECIAL Sanoma’s top women’s magazine, nök lapja, is popular with women of all ages and from all walks of life million. Unlike Germany, in Hungary the tv and radio segments are predominantly the realm of private stations such as rtl, tv 2 and Magyar atv and ten private radio stations. The three public service tv providers m1, m2 and Duna Tv and the radio stations Kossuth, Petofi and Bartok are less significant. These stations are directly statefunded, i.e. users do not pay a licence fee to the provider, a system that has been the subject of much debate. 26 titles on the market As everywhere else, in Hungary too, competition to win viewers, listeners, readers and advertising clients is tough. Sanoma, which was taken over in 1992 by Dutch media giant vnu and has been owned by the Finnish Sanoma wsoy Corporation since 2001, faces the challenge of selling its 26 different general interest and financial magazines to a big enough readership in a country with a population of just over 10 million. Competition is especially fierce when it comes to women’s magazines such as Nök Lapja, which according to Ildikó Csejtei is “our flagship and a classic example of a women’s magazine.” The same applies to the two gossip magazines Story, with an unusually high circulation by Hungarian standards of 400,000 copies, and Best. Market research data is a crucial decision-making tool in their production. The rainbow press women’s magazine Meglepetés, which is the number 2 in this market segment, is having to battle it out with market leader Latkishgerjer which is published by Axel Springer. The German publisher entered the Hungarian market in 1988 and has since established itself with eight regional newspapers, one Sunday paper, a daily financial paper and 17 different magazines ranging from tv listings to women’s mags, home/ lifestyle, food, entertainment and crosswords as well as magazines for young people. 55 Ákos Kozák, Managing Director of GfK Hungária, Budapest: “We have over 1,000 titles in Hungary today – clearly a situation that calls for efficient market and readership research.” In addition to original Hungarian titles, Sanoma also publishes international magazines under licence, such as Cosmopolitan, which has a respectable circulation of of 40,000 and Sanoma market researcher Ildikó Csejtei explains “after all, this high-end magazine is sold at the same price in Hungary as in wealthier countries like Germany and the uk.” The prestigious lifestyle magazine Beau Monde, which has its origins in the Netherlands, and the well-reputed National Geographic from the usa are two of the more ambitious licensed titles Sanoma publishes in Hungary. Competition is equally fierce in the financial press segment. Sanoma’s portfolio includes Figyelö, Figyelö Trend, Figyelö top 200 and Üzlet & Siker. These are complemented by a media trade magazine entitled Mediafigyelö and weekly financial events which are organized under the Figyelö Fórum brand. Sanoma also runs Internetbased activities, including online versions of various Sanoma magazines and Startlap Portal, the Web network Figyelönet and Nök Lapjy-C@fé, a portal for women. However, Sanoma does not intend to stop there and is planning to expand its Internet-based and print media activities through further development and relaunches of existing magazines and websites and by acquiring new titles and licences. No easy feat, with over 1,000 different publications already vying for readers’ attention in Hungary. This is where the market and readership researchers are called in. Akós Kozak, Managing Director of Methods at GfK Hungaria, Budapest, says about his countrymen, “Few people read national daily newspapers, certainly far fewer than in the Czech Republic or Russia. In Hungary, people prefer to read regional daily newspapers and, more than anything else, magazines.” Ildikó Csejtei adds, “they are very price conscious buyers.” She complains about the negative effects of tv on reading and readers. Most Hungarians now prefer to watch tv, on average for five hours a day, and the expectations in terms of quality and content are getting lower all the time. Sanoma Budapest publishes 26 magazines, most of which are the leading titles in their respective segment 56 Media GfK SPECIAL Budapest – worlds apart: ultra modern and international newsagents and old-style coffee houses that have survived from the days of the AustroHungarian empire Sanoma Budapest One of the leading media companies in Hungary, »As in many other countries, in Hungary general interest magazines have found ways of successfully co-existing alongside TV.« specializing in magazines and journals and Internet products. The company is the market leader in this segment. Established in 1992 as a joint venture with vnu in the Netherlands, the company has been part of the Finnish publishing group Sanoma wsoy Corporation since 2001 and today trades under the name Sanoma Budapest. Mission statement To create and continuously develop top quality magazine Nevertheless, Ildikó Csejtei is not concerned about the survival of magazines in her country. As in many other countries, in Hungary too general interest magazines have found ways of successfully coexisting alongside tv. The magazines are filled with news and pictures, art and culture and, above all, celebrity gossip about tv and film stars, written is a style that suits the target group of readers. brands and multi-media extensions that offer sustainable profitability and growth To be the clear number one in the chosen markets and become a top 3 player in the European consumer magazine market To offer a creative, dynamic and inspiring working environment to the employees who are key in reaching the company’s objectives To create a long term shareholders’ value taking the interests of all the company’s stakeholders into permanent and careful consideration Media offering and coverage Ildikó Csejtei and her various teams play a key role. In addition to being responsible for Sanoma’s overall marketing and pr, Ildikó Csejtei’s responsibilities also cover the marketing and pr for the individual magazines. This means that she decides on the activities relating to the launch of new titles or acquisition of existing ones as well as any necessary editorial changes to existing magazines. Ildikó Csejtei is also responsible for allocating the budget and supervising market research activities, which she says is a strategic area. “I believe that market research is largely perceived as the centre of competence of a company.” The company publishes more than 20 magazines which target consumers on the one hand and readers of the financial press on the other. Flagship titles include women’s In market research, everything focuses on readers, buyers and subscribers of magazines: magazine Nök Lapja, the rainbow press women’s magazine Meglepetés and weekly financial magazine Figyel. Sanoma’s range of magazines is supplemented by licensed titles such as Cosmopolitan and National Geographic. Who are the readers? What do they want to read? What defines consumer purchasing behaviour? What prompts the purchasing decision? Was advertising understood? What needs to happen at the point of sale? What PR measures are successful? When do consumers read? Sanoma also offers parallel Internet products and a media portal, Startlap. In addition, the company is a major event and conference organizer. Sanoma has a share of 30 per cent of the print market in Hungary, selling around ten million magazines to approx. 5.5 million people every month. Five of the most popular women’s magazines in Hungary are published by Sanoma Budapest. 57 »Market research helps us to define the USP of each magazine and establish the required quality of the design and information provided.« Sanoma’s licensed version of Lifestyle is an aspirational luxury not everyone can afford in Hungary 58 This list is by no means exhaustive and market researchers are constantly seeking answers to aspects such as research, creativity, administration, effectiveness and efficiency. In order to do this, Ildikó Csejtei and her teams put to work all the resources at their disposal. The market researchers communicate with customers via external call centres to establish customer loyalty and record any comments and suggestions. In addition, Sanoma’s own test shop is used to analyze the customer-facing facts of real day-to-day sales of magazines. The collected data is used to make editorial improvement, develop more accurately targeted sales campaigns and devise more efficient marketing strategies. is pioneering an approach whereby all projects are supported with strategic research.” “We are constantly monitoring the market to determine any gaps and opportunities that would enable us to enter a wholly new market,” summarizes Ildikó Csejtei. “Market research helps us to define the usp of each magazine and establish what quality is required for the design and information provided. In this respect, research plays a key role within our company and Sanoma Key clients: Cereol Rt, Kentucky Fried Chicken, Kraft People who can cut through even the deepest jungle are trailblazers in the truest sense of the word. GfK Hungária Piackutató Kft, Hungary Provides information services in the Consumer Tracking, Non-Food Tracking, Media and Ad Hoc Research segments. Established: in 1989 on the eve of the introduction of a market economy in Hungary and as part of the association with the GfK Group. Foods Hungária, lg Electronics, Radio 1, Szonda Ipsos, Tetra Pak Hungária, The Coca-Cola Company, Unilever, Westel Key markets: fmcg, household appliances, diy, media Employees: 59 Media GfK SPECIAL Media division: Providing the technology and expertise for analyzing media consumption Market positioning We are the global leader in innovative electronic metering technology in quantitative tv and radio reach research, the European market leader in quantitative tv research (reach research). We are also the No. 1 in media research in Austria, Germany, the Netherlands, Switzerland and the Ukraine. Our key services We offer 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. In addition to the classic media like print, radio, tv and outdoor advertising, we also survey the new media which have become established thanks to the Internet, global networking and digitization. In addition, we offer hardware and software for use in media research for measuring, data processing and analysis. This includes Telecontrol tv metering equipment, the Radiocontrol watch and, the latest innovation developed by the GfK Group, MediaWatch, a multimedia metering device used to measure the reach of tv, radio, cinema, outdoor advertising and print media. The pc#tv software enables clients to analyze tv consumption. Electronic, daily updated information on tv ratings in seven European countries Regular surveying of the print, radio, tv, outdoor advertising and Internet sectors in 20 countries throughout Europe Continuous electronic radio research using Radiocontrol technology in two European countries Special ad hoc surveys of attitudes, acceptance and preferences relating to media and media content Establishment and launch of a tv panel comprising 1,200 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. The increasing use of digital tv has resulted in a requirement for differentiated channel identification in this area as well. For this, agf and GfK Fernsehforschung use the existing Telecontrol xl metering technology in conjunction with set-top boxes with integrating metering software. Delivery of tv meters of the Telecontrol vii and Telecontrol viii series to licencees in Puerto Rico and India. Pilot projects using Radiocontrol technology in Spain on behalf of the aimc media research committee, in Japan on behalf of VideoResearch Inc. and in Germany. Three-month pilot project with the Radiocontrol watch in London for rajar, the association of British radio stations which measures radio reach. Launch of a national radio research panel for The Wireless Group, on the basis of which GfK Media u.k. has been measuring radio reach throughout the uk since March 2003, using Radiocontrol technology. Multi-annual contract award for readership research won in Hungary. The benefits 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. In detail Focus for 2003 Our clients On the one hand, 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 working groups such as agf (Television Research Partnership) and agma (Media Analysis Partnership) in Germany, sko, pre and stir in the Netherlands, sic in the Ukraine, cim in Belgium and Mediametrie in France, major radio and tv stations, agencies and media companies such as orf (Austrian radio and tv) in Austria and srg (Swiss radio and tv) in Switzerland, bbc World, cnbc, bmg and Endemol, along with many publishers. 59 60 Ad Hoc Research GfK SPECIAL Winning over the client with new ideas Market research to support McDonald’s, the biggest global operator in the restaurant sector, with their new brand image 61 Market research to support McDonald’s, the biggest global operator in the restaurant sector, with their new brand image Winning over the client with new ideas Eating habits change and young people have different ideas on what they want from “their” restaurants and so McDonald’s is tailoring its brand image to suit the current needs of its customers. A different, more contemporary design for restaurant interiors, trendy up-to-date uniforms, more extensive menus and an ad campaign under the banner “I’m lovin’ itTM ” are on course to continue the Group’s extraordinary success story. Market research made a major contribution to the new direction. As Jim Cantalupo, Chairman and Chief Executive Officer of McDonald’s, the biggest restaurant chain in the world, puts it: “The world has changed. Our guests have changed. And we need to change.” He is throwing his energy into converting words into deeds with the new global strategy, the “plan to win”. Pulsating hip hop type music, visuals with broad emotional appeal depicting exciting snapshots of life and the slogan “I’m lovin’ it” are heralding McDonald’s change from fast food restaurant to lifestyle choice. Johan J. Jervoe, Vice President of Marketing, Research and Menu Management for McDonald’s Germany says at the start of the campaign that these three words are more than just a claim, rather a complete philosophy and consequently the intellectual core of the Group’s global operations. Adriaan Hendrikx, Managing Director of McDonald’s Germany, adds: “We wanted a clear message which touches everybody, which everyone can identify with and which people anywhere in the world can understand.” Sabine Ullrich, Director of Strategic Planning & Research for McDonald’s Germany, formulates it accordingly: “Our target group is young people of all ages. We unite everybody, whether they are the kids themselves, or the grandparents who are taking them there, or, indeed, the whole family.” The McDonald’s success story: identifying and using the signs of the times Sabine Ullrich, Director of Strategic Planning & Research for McDonald’s Germany: “Without a doubt, a factor in our success is the autonomy of our managers in the different countries, although of course, they mustn’t lose sight of the corporate philosophy and overall strategy.” 62 The basis of the McDonald’s management decision taken at the company headquarters in Oak Brook, USA, and by branches all over the world was the reality that sales were not growing and profits were not rolling in as they used to and the fact that consumers were looking for more balanced food. Sabine Ullrich reports that: “The Big Mac etc. will remain the major staple of our menu, but there will be product extensions like good quality salads, organic milk or fruit boxes for kids.” She goes on to explain how the “plan to win” and the “Five Ps” work to increase customer Ad Hoc Research GfK SPECIAL One of the McDonald’s flagship locations: the 42nd Street outlet in New York, designed to look like a Broadway theatre. »We need to change,” said McDonald’s Chairman Jim Cantalupo eighteen months ago. Customers have caught on: they’re lovin’ it.« satisfaction, so that the kids and the young at heart will identify even more strongly with the world of McDonald’s. The Five Ps: “People, Products, Place, Price and Promotions” all have to be right. uniforms show that the new campaign is far more than just a new slogan. In terms of pricing, too, McDonald’s has shown that it offers something for everyone. The McDeal concept is consistently tailored to suit the smaller purse. “People” means employees, who do their utmost to ensure that customers feel at home. It also includes self-motivation and enjoying their work. “Products” reflects the continuous improvement and upholding of the self-imposed quality targets for existing products and the expansion of the product range. “Place” signifies cleanliness, a pleasant atmosphere and innovative restaurant interior design. “Promotions” mean leadership in marketing and also open and transparent communication of the corporate philosophy to the public and within the company. The company has also demonstrated its innovative approach in its new brand campaign, “I’m lovin’ it”. However, new offerings, such as the deluxe lines have provided another advance taste of the new variety of products on offer. New restaurant design and This heralds a new era in the history of McDonald’s, which was started in 1948 by Richard and Maurice McDonald with their fast food restaurant in San Bernadino, California and which began its journey A new restaurant design accompanies the new “I’m lovin’ it” brand slogan 63 McDonald’s is a classic kids’ birthday venue, with the Ronald McDonald clown attaining cult status for many youngsters and young at heart to global empire with a small step in 1953, when Neil Fox became the first franchisee in Phoenix, Arizona. However, major success only followed with Ray Kroc, who bought the sole rights to the McDonald’s system in 1961, having already acquired the exclusive rights to grant licences in 1954. Jürgen Hofmann, Research Manager Brand and Image Research/ Communication Research for GfK Marktforschung, has been on the development team of the new “I’m lovin’ it” brand campaign in Germany from the start. 64 The brand has gained a place among the topranked brands for some time, being currently ranked No. 8 with a book value of approx. usd 25 billion. Coca-Cola remains in pole position, (usd 70 billion +), followed by Microsoft (usd 65 billion+) and ibm (usd 51.77 billion). McDonald’s launched in Germany in 1971, since which time they first broke through the billion deutschmark sales barrier in 1989 and opened their thousandth German restaurant in Berlin in 1999. At the end of 2003, more than 740 million customers accounted for net sales of around eur 2.27 billion, with an average staff complement for the year of 47,000. McDonald’s is present in 119 countries worldwide and has more than 31,000 restaurants, which are visited by 47 million customers every day. Total sales for 2003 amounted to usd 45.9 billion, which represents an increase of 10.6 per cent on the previous year. Without a doubt, one of the secrets of McDonald’s success is the autonomy which the corporate headquarters gives its managers in the different countries. They are free to adapt their operations to the habits and attitudes of the local population and to respond to competition with flexibility, although of course, they must not lose sight of the corporate philosophy and overall strategy. Ad Hoc Research GfK SPECIAL »Our target group is young people of all ages. We unite everybody, whether they are the kids themselves, or the grandparents who are taking them there, or, indeed, the whole family.« Market research to identify opportunities and their optimum exploitation An important aid to decision-making processes such as those currently taking place at McDonald’s is provided by market researchers, including GfK for the German market. GfK has been carrying out fast track daily consumer surveys since 1985. Those surveyed are in the 14 – 49 age group and they are asked about their attitudes, their advertising recall, their opinions on image and their impressions of their most recent visit to what is popularly known as the “home from home for fast food”. In addition, consumers are also asked about their opinions on the latest McDonald’s promotions. As Jürgen Hofmann, Research Manager Brand and Image Research/Communication Research at GfK, reports: “Fast track surveys are real currency at McDonald’s, since they not only impact on advertising decisionmaking, but by quantifying customer satisfaction levels, they can also be used as a controlling instrument.” Hofmann’s remit includes monthly reporting updates and quarterly reports by individual market as well as an annual summary. GfK and other institutes also carry out additional important ad hoc surveys. In this way, GfK researchers support management decisions at McDonald’s. It was also Hofmann who, two years ago, on the basis of fast track data, contributed to McDonald’s decision to rethink their national brand image. McDonald’s Corporation The leading fast food restaurant chain in the world Established in 1954 by Raymond Albert Croc, who originally joined brothers A. Richard and Maurice McDonald as a partner in their successful fast food restaurant in San Bernerdino, California. Mission To be our customers’ favorite place and way to eat. To leverage the unique talents, strengths and assets of our diversity in order to be the world’s best quick service restaurant experience. Market position Global brand leader in the fast food sector and ranked No. 8 most valuable brand in the world. Every day, around 47 million customers visit one of the 31,000 restaurants in 119 countries. In 2002, McDonald’s sales totalled more than usd 41 billion with a staff complement of more than 1.5 million employees. “I’m lovin’ it” in many world languages Group headquarters commissioned its 14 biggest ad agencies throughout the world to come up with a unique and internationally translatable campaign and to resolve the question of “what it is that links McDonald’s consumers all over the world and what it is that attracts them,” as Sabine Ullrich explains. The creative package from Heye & Partners, Unterhaching near Munich, Service quality and good value prices are also important success factors 65 Consistently high product quality and the most stringent cleanliness standards are all part of the McDonald’s recipe for success McDonald’s ad agency in Germany for 32 years, came up with the basis for the McDonald’s global campaign. But Sabine Ullrich insists that: “Now there is an overall framework which prescribes what is mandatory in commercials, but which also says what is open to adaptation to national or even local linguistic and cultural characteristics.” The process already starts with the claim made in the »An important aid to decision-making processes such as those currently taking place at McDonald’s is provided by market researchers, including GfK for the German market.« English version, “I’m lovin’ it”, but which can be translated into different languages any time if the management and national ad agency of the country concerned thinks this is the right course of action. In Germany, a deliberate decision was made in favour of a German-language version: “ich liebe es” and this is what the tv spots, ads, flyers and the new website all carry. Even the music is tailored to different national tastes, although it will not deviate from the creative line of depicting McDonald’s as a lifestyle company which is youthful, dynamic, vivacious and full of fun. On 2 September 2003, the campaign was launched on air in Germany, to put it into the media vernacular. And Lady Luck did not desert McDonald’s: as early as two months after launch, 57 per cent of consumers in the 14 – 49 age group surveyed by GfK recalled the campaign when prompted and similarly, 76 per cent recalled it after four months. Accordingly, the man holding the fort in Germany, Adriaan Hendrikx, is going into the company’s 33rd financial year with dynamism and confidence. “We need to change,” said McDonald’s Chairman, Jim Cantalupo, eighteen months ago. Customers have caught on: they’re lovin’ it. GfK Marktforschung, Germany Provider of information and consultancy services for new product development, positioning and management of product and service offerings, for market mix optimization and for corporate brand management and customer loyalty management. Established: 1984 Key clients: BMW, DaimlerChrysler, Deutsche Telekom, enbw, Kraft Foods, L’Oréal, McDonald’s, Procter&Gamble, Renault/Nissan, Siemens, SmithKlineBeecham, unicef, Wrigley Key markets: Automotive, finance and equities, energy, fast moving consumer goods, it, retail, telecommunications, textiles and fashion. Employees: 271 66 Ad Hoc Research GfK SPECIAL Ad Hoc Research division: Identifying, maintaining and increasing the market potential of our clients Market positioning GfK Ad Hoc Research is one of the world’s leading suppliers of information services, particularly in product development and brand and communication research. The division offers advice and support on customer satisfaction programmes. In terms of business volume, GfK Ad Hoc Research is ranked No. 7 in the world and No. 5 in Europe. Our key service sectors comprise surveys on Market segmentation and evaluation Market positioning Concept and product research Packaging optimization and price optimization Advertising media optimization Test market research and forecasting Brand and campaign management Our key services In Ad Hoc Research, we offer our clients tailor-made information services for segmenting, developing, positioning and maintaining products and services, aimed at optimizing the mix of marketing policy activities and managing product and corporate brands, as well as implementing customer loyalty programmes. In detail We offer a modular system of instruments and tailor-made solutions for every phase in the brand, 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. All these services are offered by GfK subsidiaries in 28 countries in Europe and the USA, as well as cooperation partners in a further 63 countries worldwide. Our clients Clients are companies from the branded goods 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, Capital One, Bank of America, L’Oréal, Wrigley, Tyson, bmw and Deutsche Telekom. Focus for 2003 Significant improvement in sales Turnaround of GfK-cbi’s ad hoc business in Italy and a clear improvement in our ad hoc research in the uk Selling off the loss-making Borell in Sweden Successful development in difficult markets such as Germany, Turkey and Central and Eastern Europe Implementation of a key account management system International client conference on brand and communication research in Paris At the esomar Conference 2003 in Prague, the GfK contribution on “Brand controlling” was awarded best methodological paper Customer loyalty research Many of the instruments used for ad hoc research have been maintained and developed for decades. This has given GfK databases, containing numerous surveys and tests which have already been carried out, to serve as benchmarks for new surveys. In addition, we also offer ad hoc research services for highly complex modern markets in the business-to-business, financial services, energy, automotive, telecommunications, capital goods, logistics, FMCG and textiles sectors. The benefits Clients use these services as a basis for minimizing the risk relating to short, medium and long term marketing decisions and to increase their market 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. 67 68 HealthCare GfK SPECIAL Spotlight on the healthcare system and the interests of doctors and patients Pfizer ensuring the success of the company by consistent quality, innovation and market analysis 69 Pfizer ensuring the success of the company by consistent quality, innovation and market analysis Spotlight on the healthcare system and the interests of doctors and patients Whilst the global healthcare market is expanding, and with a growth rate of five to seven per cent per annum offers good business potential, the segment remains primarily difficult and fiercely competitive. For Pfizer, global brand leaders in human medicine, this means the rigorous application of the corporate philosophy and exploiting its market opportunities with the aid of every available marketing tool. Walter Köbele, Chairman of the Management Board of Pfizer Germany in Karlsruhe insists: “We aim to make a contribution to ensuring that human beings can grow old in good health.” However, this is only a part of his vision of the future. In the longer term, the company hopes to “eliminate the fear of becoming ill”. And according to Köbele, this applies equally to major threats like cancer, Aids and Alzheimer’s, as it does to high blood pressure or – mega male worry – erectile dysfunction. »In the longer term, we want to eliminate the fear people have of becoming ill. This applies to major threats like cancer, Aids, Alzheimer’s, as it does to high blood pressure or – mega male worry – erectile dysfunction« contribute eur 68 million, with veterinary medicine accounting for eur 73 million. The merger with Pharmacia has allowed Pfizer to continue consolidating its competence in its existing fields and to expand into new areas like ophthalmology, endocrinology and metabolics as well as oncology. The Pfizer Group currently has a total of 6,000 employees. Walter Köbele reports that: “It all started from modest origins with an anti-parasite treatment.” In the mid-nineteenth century, parasites were a major problem in the usa. For this reason, Pfizer has taken a firm foothold all over the world, including Germany and where necessary, filled any gaps in expertise by acquiring companies, especially recently. In Germany alone, the Pfizer Group includes distinguished companies like Pfizer Germany, Gödeke, Parke-Davis, Pfizer Consumer Healthcare, Pharmacia and Heumann Pharma. The start was a pleasant-tasting anti-parasite treatment Walter Köbele, Chairman of the Management Board of Pfizer Germany: The pharmaceutical division accounts for eur 1.9 billion out of Pfizer’s total sales in Germany, which amounts to eur 1.7 billion. Consumer healthcare brands like Olynth, Listerine, Hexoral, Yxin and chemists’ cosmetic line, Claire Fisher, 70 “Our characteristic hallmarks are our values. Right at the top is quality, along with innovation, customer use, teamwork, mutual respect, performance, integrity and a sense of common purpose.” HealthCare GfK SPECIAL Technology in the service of health. A fully-automated production line seals products in foil, packs them and bundles them into units ready for delivery Cousins, Karl Christian Friedrich Pfizer, a chemist and Karl F. Erhart, a master patissier, immigrants from Ludgwigsburg in Germany, founded the chemicals company, Pfizer and Co. in New York in 1848. Their first product was a pleasant tasting and therefore successful anti-parasite treatment. All the rest tasted so bitter that children would resolutely refuse to take them, despite the efforts of their parents. And this is where the patisserie talents of Karl F. Erhart ensured that help was at hand. However, the core of the business was supplying raw chemicals to the pharmaceutical and food industries. From the outset, the founders had already identified two corporate aims, which still today form the basis of the healthcare group: the quality and innovation appreciated by customers. Only a complex management structure can ensure success The major breakthrough came in 1944, when Pfizer – a joint stock company since 1900 – started mass-producing penicillin, ultimately accounting for more than half the penicillin produced worldwide. In 1951, the company then finally went global, establishing its own subsidiaries at home and abroad and acquiring major, predominantly European, pharmaceutical companies. Today, Pfizer’s global sales total approx. usd 45 billion and its staff complement is 120,000 employees in more than 80 countries, of whom 12,500 are engaged in scientific research and development work. With an annual budget provision of usd 7.9 billion, researchers have at their disposal the 71 Peter Eichhorn, Managing Director of GfK HealthCare Germany: “Our service package encompasses product-specific market research. We also supply information on issues relating to health policy and other data used for the operational management of pharmaceutical businesses.” biggest budget in the biomed sector anywhere in the world, which is used for around 200 research projects and work on more than 100 new medical products. Pfizer products are sold in almost 150 countries. Köbele comments: “Our characteristic hallmarks are our values. Right at the top is quality, along with innovation, customer use, team work, mutual respect, performance, integrity and a sense of common purpose.” This also requires the establishment and coordination of an extremely complex management structure, from marketing to sales, from r&d to contract management . . . and there is scarcely another market as difficult as pharmaceuticals. It begins with the statutory drug regulations for product approval and extends to the treatment and prescribing habits of doctors, the role and organization of chemists and the attitudes and behaviour of patients. And it is the patients who are becoming increasingly crucial to the decision-making process. As Köbele comments: “Patients want more information and they want to have a say in what happens to them. So they will have to take on more responsibility for themselves.” Market research minimizes the corporate risk All in all, the financial risks which pharmaceutical manufacturers shoulder are great, however, equally great is the need for relevant, reliable, country-specific and at the same time internationally comparative data and information required to manage the business. Top quality, up-to-date and precise intelligence on the most varied individual issues is essential. This is a task which Pfizer and others repeatedly continue to resolve in cooperation with the GfK Group. Precision, quality and hygiene are the watchwords … and this means quality controls at every stage of the production process 72 HealthCare GfK SPECIAL Pfizer: everybody in the world should be able to grow old in good health. Above all, Köbele and his management team lend growing importance to primary market research, which is continuous data gathering on consumer behaviour and attitudes and people who work in the healthcare sector. Accordingly, the collaboration has continued to develop over the years. Peter Eichhorn, Managing Director of GfK HealthCare Germany, reports: “The main focus of the service package evidently concentrates on product-specific market research. In addition, GfK HealthCare supplies information on issues relating to health policy and other data required for operational management of pharmaceutical businesses.” Here, Eichhorn includes projects which come under the heading of “Best Field Force”, which provide information on the levels of satisfaction of the Pfizer field force with the equipment and materials provided to them and their work with other Pfizer departments. GfK has also been commissioned by Pfizer to carry out basic surveys on healthcare supply, infrastructure and reforms. This includes marketing issues. On the one hand, there are surveys which deal with market potential and on the other, there are tracking studies, which check and analyze the success of marketing concepts on a continuous basis. The focus here is on erectile dysfunction, antibiotics, mycology, thrombosis treatments, calcium antagonists, all of which are handled by GfK HealthCare for Pfizer. In the self-medicating sector, GfK supplies Pfizer Consumer Healthcare with GPI advertising statistics on “public health media” with the software, as well as GPI advertising statistics on “chemists” and the M.I.X. GPI advertising index, including the software. The Pfizer veterinary division is supplied with the Veterinarian Report by GfK, together with ProVil, the associated software. The stakeholder’s best partner is also the shareholder’s best partner Pfizer boss, Köbele, knows why market research is so important to him: “Markets are becoming increasingly complex and so looking after stakeholders is following suit. We not only have to Pfizer Pfizer, which took over Pharmacia in 2003, is the global leader in pharmaceutical manufacturing. Established in 1848 by two cousins emigrating from Germany, Karl Christian Friedrich Pfizer and Karl F. Erhart, Pfizer & Co. initially produced raw chemicals for the pharmaceutical and food industries. Mission statement and corporate undertaking We will become the world’s most valued company to patients, customers, colleagues, investors, business partners and the communities where we work and live. We dedicate ourselves to humanity’s quest for longer, healthier, happier lives through innovation in pharmaceutical, consumer and animal health products. Market position and offering According to Fortune, with 14 leading medical products, Pfizer is ranked No. 1 pharma company in the world. In 2003, the Group achieved results of around usd 45 billion with a staff complement of approx. 120,000 employees working in over 80 countries. Almost 170 million people all over the world took a Pfizer or Pharmacia product in 2003. 73 In addition to medical products for humans, Pfizer manufactures healthcare and veterinary products. »Markets are becoming increasingly complex and so looking after stakeholders is following suit. We not only have to convince doctors, but must also be aware of the politicians’ views and the situation of the health services, not to mention maintaining an appropriate relationship with patients.« GfK HealthCare, Germany Provider of information and consultancy services for successful product development, launch and marketing of products and services, customer loyalty enhancement, brand analysis, price determination and positioning, part of the HealthCare division. Established in 2002 convince doctors, but also the politicians, who are aware of the agendas of the health services and ultimately, we also have to maintain an appropriate relationship with patients, who are becoming ever more vociferous.” This statement leads Köbele directly to one of Pfizer’s corporate aims: “If we are the stakeholders’ best and most valuable partner, then the same applies for our shareholders.” Key markets: products for dental medicine and dental labs, public healthcare, insurance, the Association of Medical Technology, food and food epidemiology, prescription medications, otc products, veterinary medicine. Staff complement: 58 In 30 years’ time, one German in two will be older than 60. That is the healthcare challenge. 74 HealthCare GfK SPECIAL HealthCare division: Using local competence to exploit global market opportunities Market positioning The newly established HealthCare division ranks GfK among the three leading providers of ad hoc information services in global pharma market research. We are No.1 in Germany for our doctors’, chemists’ and consumer-related panel research in communication research and for our information services for dental and veterinary medicine sales data we are also ranked No.1 in Germany, France, the uk and Ireland. In detail, our offering includes the following information and consultancy services: In detail Our information services are tailored to suit client requirements in order to help them develop innovative concepts and identify both qualitative and quantitative solutions to strategic and operational issues. The services relate to marketing at every stage of the product or service lifecycle, in particular the clinical product development stage. GfK HealthCare offers consultancy services and survey research on a global basis, as well as panel research in Germany, France, the uk and Ireland. Establishing the strategic focus of the newly established GfK HealthCare division, in particular with regard to regional aspects as well as positioning and services New product development and market launch of new products; established brand management Status quo analysis and recommendations on improving customer loyalty Establishing a GfK HealthCare network of subsidiaries in a total of 13 countries Brand positioning and brand price and value assessment Analysis of communication efficiency and impact and sales activities by specific target group Acquisition of v2 (now v2 GfK), the top pharma market research institute in the usa, the world’s largest pharma market Cooperation with Websurvey md/Europe online services, giving us access to pools of doctors in the usa and Europe, the world’s major pharmaceutical markets, and enabling us to carry out online surveys Engaging in projects aimed at measuring the efficiency and impact of communications between the field research teams of pharmaceutical companies and doctors Our key services The HealthCare business division supplies information and consultancy services to clients in the pharmaceutical industry, as well as in the private and public sector health services, to support them in their strategic and operational management. Focus for 2003 Continuous monitoring of sales of dental and veterinary medical products Monitoring of the advertising activities of the pharmaceutical industry to include both prescription and otc products The benefits We help clients to understand their markets and to identify how and where they are going. With our support, strategic decisions and operational marketing measures can be made more effective and successful. Our clients Our clients are manufacturers operating both globally and locally in the pharmaceutical, dental and veterinary medicine market segments. The client base includes top flight companies like Pfizer, 3 m Espe, gsk, Aventis, Novartis, Astra Zeneca and Bayer. 75 76 Innovation GfK SPECIAL Making yourself heard in the hubbub of advertising Innovative ways of making media planning more efficient and effective for Kraft Foods 77 Innovative ways of making media planning more efficient and effective for Kraft Foods Making yourself heard in the hubbub of advertising In a world of falling prices and shifting consumer habits, coffee brands are constantly being faced with new challenges. Kraft Foods has responded by seeking to consolidate and expand the market position of “Jacobs Coffee”, its top brand, with the aid of new marketing research tools. In cooperation with GfK, the Group is presently working on a project to merge data from every conceivable source so as to increase the efficiency and impact of its media planning for ad campaigns. Kraft Foods is one of the world’s leading food manufacturers. Established for over a hundred years, it owns 35 of the world’s most lucrative brands Frederick the Great of Prussia was certainly a ruler with the will to impose his own plans whatever resistance he might encounter but even he had to recognize that he was up against a brick wall when it came to curbing the thirst of his subjects for an invigorating cup of coffee. Introducing a coffee tax proved to be of no avail and so it was in vain that he dispatched government agents to sniff out illegal coffee-roasting by individuals in their own homes. On the contrary, this aromatic beverage from distant lands had begun its irresistible rise to the top of the popularity scale. That’s how it has remained to this day and nowhere more so than among Germans, who lead the world in the consumption rankings. Thus, Germany’s finance minister Hans Eichel can still rely on the coffee tax introduced by Frederick to bring in revenues of around a billion euros a year. Though that might seem like small change when compared to receipts from oil taxes, the German Coffee Association proudly proclaims coffee to be “the second biggest commodity in world trade, the main source of hard currency for many developing Paul Remitz, Media and Advertising Production Manager at Kraft Foods Germany: “The media landscapes are much more complex now than they used to be. The long-term trend is for advertising pressure to increase across all media and categories and this reduces the “share of noise” enjoyed by the individual brand.” Thorsten Müller, Media Manager for Strategic Planning and Research: “If we could tell just what impact a tv commercial can have on each individual consumer, then an extremely powerful criterion for tv advertising strategy would be available to us. And that is precisely what we are looking for in the data merger project with GfK.” countries dependent on agriculture, an attractive source of tax revenue and, not least, Germany’s favourite drink.” The citizens of the Federal Republic seem to enjoy their coffee even more than their beer for example – an average of four cups a day (160 litres p.a.) as compared with just one small bottle (125 litres p. a.).” 78 Innovation GfK SPECIAL In the old port of Bremen, stacks of containers stretching over half a mile hold coffee beans waiting to be dispatched for roasting. Cost of petrol and cost of coffee: two favourite topics of conversation for the German consumer The process of making coffee from roasted beans is first attested with certainty in an Arabic manuscript dating from 1587, since which time the popularity of this drink has spread throughout Europe, making it a very special luxury. In Germany, there is fierce competition between brands like Jacobs Coffee, Tschibo, Eduscho, Melitta and Dallmayr, all battling it out for their share of a market worth 3.5 billion euros a year (including vat and the separate coffee tax). The German Coffee Association notes that “coffee tends to become a public talking point whenever the price moves sharply in one direction or the other,” its only rival for this place of honour being the price of petrol. One of the major players in the German coffee market is the Bremen-based corporation, Kraft Foods. With brands like Jacobs Coffee, Onko and Kaffee hag, it has been one of the most successful roasting companies for many years. Other Kraft brands from the various divisions of the same stable – Milka, Toblerone, Miracoli, Philadelphia and Miracle Whip – are similar success stories in their own markets. The corporate philosophy is “to create brands that bring joy every day,” a message very much in line with the thinking of the founding fathers of the Group – James Lewis Kraft, Johann Jacobs and Johann Jakob Tobler. However, “creating brands” is no easy business and especially not in the highly competitive food markets. That lesson is clear from the example of one of the jewels of the Kraft portfolio, Jacobs Coffee, the brand with the tempting aroma to spoil yourself with, according to the advertising slogan. Over the past ten years, raw coffee consumption has been on a downward trend, falling from 7.5 kg per capita in 1992 to 6.6 kg in 2002. At the same time, the retail price has also slipped down from between 4.10 and 4.60 euros a pound to the present level of around three euros. Consumers are very “price-sensitive” notes Paul Remitz, the Media and Advertising Production Manager at Kraft Foods in Bremen. “We face enormous challenges, particularly in communicating brand worlds.” With all its options for the consumer, the media landscape is much more complex now than it ever used to be. The longterm trend is for advertising pressure to increase across all media and categories and this reduces the “share of noise” enjoyed by the individual brands. Social change leads to differentiated life styles with differing value systems and definitions of »We need to have instruments to show advertising impact . . . tailored wherever possible to the particular campaign.« Kraft Foods is one of the big names in the German coffee market. 79 Hot, black and sweet – that’s how people like their coffee in Arabia, the region from which it was first imported into Europe. target groups based simply on demography or consumption are losing their power of distinction in the marketing process. In consequence, the task of putting advertising messages across to mass target groups is becoming ever more costly. Remitz refers to a number of other difficulties facing brand communication. The convergence of media and the introduction of digital terminals have opened up new opportunities for viewers to eliminate advertising. For example, set-top boxes with their own hard drive permit them to time their tv viewing in such a way as to skip whole blocks of commercials. Nevertheless, it is still possible for advertisers to turn the new facilities to their advantage. Integrated communication approaches with interactive offers generate a higher degree of involvement and this is a basic prerequisite for ads to generate a lasting impact. Standing out from the crowd Despite falling consumption, fierce price competition and the absence of any direct brand experience, the marketing strategists of Jacobs Coffee still manage to keep their brand alive and Andrea Scharrenbroch, Division Manager Research Consulting & Development, GfK Fernsehforschung, is in charge of the innovative data merger projects at Kraft Foods Germany. 80 well through effective marketing communication. At the same time, they are succeeding in finding a solution to the familiar problem facing every brand manager – how to make your own voice heard over the hubbub of other advertisers and, more particularly, to attract the attention of those consumers that the marketing department of Jacobs Coffee has defined as target groups. The task of Paul Remitz and his colleague Thorsten Müller, Media Manager Strategic Planning & Research at Kraft Foods, is to select the optimum media mix from TV to Internet, from print to poster, not only in terms of value for money – a feat in itself in the strongly fragmented media market – but also in terms of the impact of the individual media on the groups specifically targeted by the Jacobs Coffee messages. Innovation GfK SPECIAL Coffee is the second biggest commodity in world trade Kraft Foods One of the world’s leading brand manufacturers in the food industry Kraft Foods celebrated its 100th birthday in 2002. The Group is a conglomerate consisting of well-known individual companies such Suchard, Jacobs, Kraft, Kaffee Hag and Tobler. Mission Kraft’s mission is to be widely recognized as the undisputed leader of the global food and beverage industry. To earn that recognition, we strive to be: the first choice of our consumers an indispensable partner to our retailers and other customers the most desirable partner for strategic alliances the employer of choice in our industry a responsible citizen in our communities Here, once again, the marketing research data gathered by GfK has proved to be of great assistance. As Andrea Scharrenbroch, Division Manager Research Consulting & Development, GfK Fernsehforschung, points out: “Together with GfK, Jacobs Coffee was looking for new ways of solving an old problem that arises in advertising branded goods of any kind.” Whereas the marketing people look primarily at the psychological dimensions of the consumers and their wishes and habits, the media planners are more concerned with the socio-graphic levels, because this is where the greatest spreads and differentiation are to be found. »Definitions of target groups based simply on demography or consumption are losing their power of differentiation in the marketing process.« a top tier performer for our investors Product range and reach In 2003, the 109,000 people employed by the Group in 19,000 production facilities and commercial representations in 150 countries worldwide generated sales of USD 31 billion. Kraft Foods offers a wide range of products in the five segments snacks, beverages, cheese, convenience meals and grocery. Kraft Foods has one of the most powerful brand portfolios in the whole of the consumer goods industry. The Group owns 35 lucrative brands established for over a century. The top brands are Milka, Carte d’Or and Toblerone in the chocolate market; Jacobs, Carte Noire and Kenco in the coffee market; and Philadelphia, Miracle Whip, Miracoli and Kraft Ketchup in the delicatessen market. According to Remitz: “The dimensions here are the gross and net ranges in percentage terms and the average number of contacts. And all media planners use the same instruments. What we need though are tools which enable us to show the impact of advertising. Wherever possible, they should be tailored to the requirements of the particular campaign, because each one works in a different way. How do we bring these worlds together: on the one hand, a very statistically oriented media planning and, on the other, the very complex business of data on advertising impact.” Scharrenbroch concludes: “The task is to bring together the marketing target groups and the media target groups.” 81 »The citizens of the Federal Republic seem to enjoy their coffee even more than their beer for example – an average of four cups a day (160 litres p. a.) as compared with just one small bottle (125 litres p. a.).« Merging data leads to effective planning instruments The whole trick lies in merging data of different kinds or what the GfK marketing researchers call Integrated Intelligence. According to Thorsten Müller: “On the one hand, we have an extensive set of data to show tv usage, the main parameter set being the socio-demography. On the other, we have tracking, that is to say regular study of the success of our advertising campaigns, in which other people are asked how much impact our advertising generated with consumers. If we were also able to determine the extent of the advertising impact or quantify the impact on each individual consumer, then a criterion of enormous importance would be available to us in the selection of our tv strategy. This is precisely what we are trying to do within the framework of the integrated intelligence approach by simultaneously gathering data from advertising impact studies carried out on a continuous basis. The data obtained on individuals from these investigations is transferred to the agf-GfK research panel. Theoretically, for every person on the panel, we should not only have their own individual television usage values but also advertising impact data taken from a person whose central characteristics are similar. This is a sound basis for optimizing campaigns and a truly impactoriented approach to planning.” With this innovative data merger project, Kraft Foods and GfK have followed a creative path that media agencies, in particular, have hitherto held to be impossible. However, with brand management becoming more complex, the consumer more difficult and the media landscape more expensive, it is clear that the tools used need to be sharper, more efficient and more effective. This leaves the wide field open for GfK and its clients. And above all, for the coffee roasting companies if they are to ensure that, 230 years later, Frederick the Great’s aim to curb coffee consumption is not finally achieved, albeit unintentionally. Since coffee was first introduced into the stately homes of Europe, it has established itself throughout the continent as a luxury of a very special kind. 82 MANAGEMENT REPORT MANAGEMENT REPORT OF THE GfK GROUP 84 1. General comments 84 2. The economy 87 3. Economic and financial development of the GfK Group 90 4. Business divisions 94 90 Consumer Tracking 91 Non-Food Tracking 92 Media 92 Ad Hoc Research 93 HealthCare 94 Other 5. Regions 94 Germany 95 Europe 97 America 97 Asia and the Pacific 98 The GfK network 98 6. Research and development 99 7. Employees 101 8. Organization and administration 102 9. Purchasing 102 10. Environmental protection 102 11. Corporate communications and marketing 103 12. Risk 106 13. Major events since the 2003 financial statements 107 14. Outlook MANAGEMENT REPORT FOR THE GfK GROUP 1. General comments The following report refers to the GfK Group. The management report and annual financial statements for GfK Aktiengesellschaft are published separately and can be downloaded from the website at www.gfk.de or ordered from GfK. The GfK Group is presenting its consolidated financial statements for financial year 2003 in accordance with the United States Generally Accepted Accounting Principles (us gaap). The previous year’s figures were also reported according to these principles. All the financial data for the business divisions and regions is drawn from the management information system and, like the consolidated financial statements, is also reported according to us gaap. Minority participations are not taken into account and in each case, operating profit therefore excludes net income from participations. Where statements refer to the number of staff or employees this in principle means the number of full-time posts. The terms full-time employees, staff, employees and persons are used synonymously. Companies mentioned in the management report are referred to by their abbreviated names. The “Additional information” section of the Annual Report includes a list of all companies indicated in the management report and their full names. 2. The economy Overall economic development: upturn has begun During 2003, the global economic climate improved slightly but economic progress remained patchy. Overall the global economy only grew by a modest 3.4 per cent (Euroframe Forecast, 2002: 3.0 per cent). Following either negative or flat economic growth, the first signs of an upturn appeared during the second half of the year. This was primarily the result of dynamic expansion in the usa and continuing strong macro-economic growth in Asia. Japan is on the verge of moving out of a long phase of stagnation. Only Europe, particularly the Euro zone, is lagging behind the general trend. A decisive factor in the upturn was the fact that the governments in both the usa and in Asian countries have for some time been embracing large-scale, expansionist economic policies. These have been directed against the main pressures which have influenced the global economy over the past three years: soaring oil prices which have affected both commercial profitability and the purchasing power of private individuals, and dramatic losses on the stock exchanges. The end of the war in Iraq and recovery in the share markets have assisted the economic measures under these financial policies. However, despite positive trends overall, particularly during the second half of the year, the dynamics and direction of economic development vary greatly in the different regions and the larger nations. GNP growth in the regions and countries important to GfK 2002 20031) 20042) Germany 0.2 – 0.1 1.4 1.4 France4) 1.2 0.1 1.5 2.5 Euro zone4) 0.9 0.4 1.7 2.1 uk4) 1.7 2.0 2.9 3.1 eu154) 1.0 0.8 1.9 2.4 eu accession countries4) 2.4 3.4 3.8 3.9 eu 254) 1.2 0.9 2.0 2.4 usa4) 2.4 3.1 4.1 3.5 S E Asia4) 6.9 6.4 6.9 7.1 China4) 8.0 8.6 9.0 9.0 4) 20052) Japan4) 0.1 2.1 1.5 1.3 World3) 3.0 3.4 3.8 3.8 1) Estimate 2) Forecast 3) Euroframe Forecast: eu and Euro Area Economics 4) Figures for 2003 to 2005 from diw weekly report “Grundlinien der Wirtschaftsentwicklung” (Baseline of economic development) dated 8 January 2004; figures for 2002 from the diw weekly report “Lage der Weltwirtschaft und der deutschen Wirtschaft im Herbst 2003” (The global economy and German economy in autumn 2003) dated 17 October 2003 In germany economic development reached its temporary low point at the end of the first quarter of 2003. For the first time in almost ten years, gdp fell below the level of the previous year, and overall economic growth reduced for two successive quarters for the second time in the past two and a half years. Although gdp rose during the second half of the reporting period, Germany – along with the Netherlands (– 0.1 per cent) and Portugal (– 0.8 per cent) – was among the countries in the Euro zone showing a markedly weak economy with growth of – 0.1 per cent (2002: + 0.2 per cent) over the course of the whole year. Since April/May 2003 early economic indicators in Germany have shown a gradual upturn again. Consumers and businesses were relieved when the usa so quickly declared the Iraq War officially over. The financial and stock markets recovered perceptibly. The main driving forces behind the revival were the foreign economy and rising exports. By contrast, investments either stagnated or fell. Of particular concern was the fact that despite the slight economic recovery and increasing consumer optimism regarding economic growth, private consumption and the propensity to buy remained weak throughout the year. The reasons behind this were mainly continuing high unemployment, low growth in real income and continuing uncertainty among the public over tax Economic and financial development reforms, the future of the German state pension and national insurance. This is very clearly reflected in the rise and fall of the GfK propensity to buy indicator which GfK researches on behalf of the European Commission (see table). Consumer attitudes during the reform debate in 2003 Results of the GfK consumer climate survey1) Month of publication Opinion trend Propensity to buy2) Change Consumer from previclimate ous month indicator3) Change from previous month4) January 2003 Hoping for better times – 31.2 + 9.8 4.3 – 0.6 February 2003 Scarcely any light at the end of the tunnel 3.9 – 0.4 – 30.6 + 0.6 March 2003 Outlook still gloomy – 26.6 + 4.0 3.7 – 0.2 April 2003 Upturn in sight? – 32.3 – 5.7 3.6 – 0.1 May 2003 Consumer spending still low – 39.9 – 7.6 3.8 + 0.2 June 2003 About to turn the corner? – 29.7 + 10.2 4.1 + 0.3 July 2003 Consumer confidence fickle – 33.9 – 4.2 4.4 + 0.3 August 2003 Consumer confidence unchanged – 33.2 + 0.7 4.6 + 0.2 September 2003 Consumer confidence showing cautious improvement – 31.6 + 1.6 5.0 + 0.4 October 2003 Consumer confidence remains low – 30.9 + 0.7 5.1 + 0.1 November 2003 Consumer confidence recovering slightly – 25.8 + 5.1 5.1 0.0 December 2003 Christmas period fails to attract consumers – 32.2 – 6.4 5.2 + 0.1 January 2004 Frosty mood – 41.7 – 9.5 5.2 0.0 1) These are the findings of the survey, “GfK-Wirtschaftsdienst Konsum- und Sparklima” (GfK financial services, consumer and savings climate), published by GfK Marktforschung. The results are based on monthly consumer interviews, which GfK has been carrying out on behalf of the eu Commission since 1980. In the first half of each month, around 2,000 representatively selected people are asked about their perceptions of the overall economic situation, their propensity to buy and their income expectations. 2) The indicator on consumer confidence is based on the following question to consumers: ‘Do you think it is advisable to make major purchases at the moment?’ (good time – neither good nor bad time – bad time). The values shown above are deviations from the long-term average value. The historic maximum value is + 58.0 in April 1987 (Western Germany only; Germany as a whole +36.5 in April 1999), whilst the historic minimum value is – 55.4 in November 2002. 3) The consumer climate indicator is used to describe private consumption. Key factors are income expectations and buying propensity. The economic outlook has a more indirect effect on the consumer climate, generally as a result of income expectations. The historic maximum value for the indicator was 27.9 in March 1999, whilst the historic minimum value was – 8.7 in February 1994. 4) Index points. MANAGEMENT REPORT In 2003, the countries in the european union failed to keep pace with global economic recovery. gdp increased by only 0.8 per cent (2002: 1.0 per cent), and in the euro zone by just 0.4 per cent (2002: 0.9 per cent). Growth in the emu therefore remains once again behind that of the uk (2.0 per cent, 2002: 1.7 per cent). However, after flat growth during the first half of last year, general business activity in the Euro zone has shown a pronounced increase since the third quarter of 2003. This revival was due entirely to the strong rise in exports, particularly to the uk, Asia and the usa. By contrast, domestic demand and imports remained unchanged. In view of the difficult situation on the labour market and overall low wage increases, private consumer spending remained low, particularly for slow moving goods. By contrast, the ten accession countries have shown markedly higher rates of growth than the countries of the European Union, particularly from the third quarter 2003 onwards. The dynamism of their economic growth is primarily the result of high domestic demand. In most countries, rising private consumption was mainly due to continuous increases in productivity and wages in real terms. In 2003, the gnp of the countries due to join the eu rose by 3.4 per cent (2002: 2.4 per cent). After initially hesitant growth during the first two quarters, the us economy experienced a sharp upturn towards the end of 2003. Following the end of the war in Iraq, consumer climate indicators clearly improved and overall production accelerated. This is not just due to the fact that interest rates have been extremely low for quite some time now but also to the financial policy, which has contributed to this trend through massive expansion in public spending and tax cuts. In addition, favourable underlying conditions also benefited the American economy. In the meantime the upturn has become more widespread. Whilst private consumption was initially the decisive factor on which recovery was founded, by the end of the year business investment confidence also strengthened. gdp for the usa rose during 2003 by 3.1 per cent (2002: 2.4 per cent). The economies in the countries of south-east asia were fairly dynamic in 2003, primarily as a result of a strong rise in foreign trade. This big increase in export activity was frequently accompanied by stable domestic demand. Domestic demand in china rose particularly sharply as did investment levels because of the prospect of healthy profits. According to experts, high levels of growth in retail sales indicate that private consumption has also risen following clear increases in wages in real terms. This growth was attributable to increasing international integration following membership of the World Trade 85 Organization combined with a fixed exchange rate and almost stable prices. In South-East Asia, gdp increased by 6.4 per cent (2002: 6.9 per cent) and in China by as much as 8.6 per cent (2002: 8.0 per cent). In 2003, after years of stagnation, japan’s economy experienced an upturn. This particularly applied to exports where Japan benefited, among other things, from the dynamic growth in the countries in South-East Asia. By contrast, growth in private consumption was only slight and according to diw (Deutsches Institut für Wirtschaftsforschung) was even negative by the end of the year. Experts attribute this weak growth in vital elements of gdp mainly to the over-stretched state of the labour market and the uncertainties perceived by the Japanese people regarding their national insurance system. In 2003, gdp increased by 2.1 per cent (2002: 0.1 per cent). Market research industry in comparison with GNP and advertising industry1) 1994 1995 1996 1997 100 % 100 % 100 % 112.1 % 104.7 % 102.6 % 120.9 % 108.6 % 105.7 % 129.7 % 114.0 % 109.4 % 1998 147.3 % 118.0 % 112.3 % 1999 The market research sector: facing weak global economy 2000 In the 1990s, the market research sector reported high levels of growth and its sales volume almost trebled worldwide. However, the global economic downturn of the past two years has also led to a marked decline in the growth of market research. According to esomar, sales rose by 4.5 per cent in us dollar terms, but by – 0.6 per cent in euro terms. This large discrepancy is mainly due to the difference in currency trends between the us dollar and the euro: approx. 40 per cent of global sales of market research services is apportioned to the us dollar and almost the same amount is concluded in euros. The actual growth in the national currencies of each of the five main countries for market research reveals a different picture. The sector grew by 1 per cent in the usa and uk respectively, by 3 per cent in France and by 2 per cent in Germany. In Japan, sales for market research fell by 2 per cent. Experts are forecasting sector growth of between 2 and 3 per cent for 2003. Market research markets by region and by country (in %) 2001 2002 America of which usa 46.0 39.0 45.0 38.0 Asia and the Pacific of which Japan 13.0 7.0 13.0 6.0 Europe of which uk of which Germany of which France 40.0 10.0 9.0 8.0 41.0 11.0 9.0 8.0 1.0 1.0 Middle East/Africa 86 160.4 % 126.7 % 115.8 % 167.0 % 137.6 % 120.3 % 2001 174.7 % 128.8 % 121.4 % 2002 182.4 % 128.5 % 123.6 % 2003 187.9 % 130.1 % 126.1 % 1) oecd for gnp, Zenith Optimedia 2003 for the advertising industry, esomar for market research; the conversion factor for 1997 has been applied to 1993 – 1996: eur 1 = usd 1.1346; change from previous year in per cent. Market research Advertising gnp Generally, market research is less affected by economic fluctuations than the media or advertising industry. One of the reasons for this is that clients still require continuous research into consumer habits, retail figures and media reach even in times of recession. 47 per cent of market research sales worldwide comes from continuous research. With 53 per cent of the market research volume worldwide, ad hoc research is much more susceptible to economic trends. This applies particularly to commercial communications, branded goods and media. Economic and financial development 3. Economic and financial development of the GfK Group Sales and income: above-average growth in income With a 6.4 per cent rise, GfK has increased its sales from eur 559.4 million in 2002 to eur 595.3 million. This represents organic growth of 3.7 per cent, exceeding that of the market research sector, which increased sales by an estimated 2 to 3 per cent. A substantial part of the increase of 6.1 percentage points came from subsidiary companies consolidated for the first time in the year under review. These include v2 GfK in the usa and media control GfK International in Germany. Another factor was that ifr in France and Significant GfK in Belgium had only been included pro rata in the figures for 2002 but were consolidated for the full year in financial year 2003. Earnings1) In eur million Sales 2002 Actual 2003 Actual Changes in % + 6.4 559.4 595.3 – 512.1 – 528.0 + 3.1 47.2 67.3 + 42.4 Other income less other expenses – 3.6 – 0.9 – 74.5 ebitda 68.5 91.2 + 33.0 Operating costs Operating profit as percentage of sales 12.2 15.3 – ebit before income from participations 43.6 66.4 + 52.1 as percentage of sales 7.8 11.1 – Net income from participations 6.4 3.1 – 51.3 50.0 69.5 + 38.9 8.9 11.7 – Net interest income – 2.3 – 2.0 – 13.3 Net other financial income – 2.4 – 1.2 – 50.8 Result from ongoing business activity 45.3 66.3 + 46.4 ebit after income from participations as percentage of sales Taxes on income and earnings – 15.3 – 25.2 + 65.0 Consolidated total income before minority interests 30.0 41.1 + 36.9 Minority interests’ share of total income – 4.3 – 7.7 + 78.7 25.7 33.3 + 29.8 Consolidated total income 1) Rounding differences may occur MANAGEMENT REPORT We are pleased that as in the year before, operating income has shown an above-average increase in 2003. Two factors were behind this: firstly, the increase in sales already mentioned and secondly, the below-average rise in operating costs. With an increase of 3.1 per cent in 2003, they were more than 3 percentage points below the growth rate in sales. The personnel cost ratio, i.e. the ratio of the largest area of costs – personnel expenses – to sales, fell from 43.6 per cent in 2002 to 43.1 per cent in 2003. In absolute terms, personnel expenses totalled eur 256.6 million (2002: eur 244.1 million). Scheduled depreciation and amortization, particularly on software and fixtures and fittings of eur 24.8 million remained almost unchanged from the previous year (2002: eur 24.9 million). other income less other expenses amounting to eur – 0.9 million includes the balance of other income from deconsolidations of eur – 0.8 million and the result of the disposal of tangible and intangible assets amounting to eur – 0.2 million. Income and expenditure from currency effects almost balance out over the reporting year; in 2002 these produced expenses of eur 2.1 million. The GfK Group increased its ebit before income from participations by 52.1 per cent from eur 43.6 million in 2002 to eur 66.4 million in 2003. The ebit margin, which is ebit in relation to sales, also improved markedly from 7.8 per cent in 2002 to 11.1 per cent in 2003. net income from participations fell from eur 6.4 million in 2002 to eur 3.1 million in 2003. This includes depreciation on the shareholding in GfK do Brasil in Brazil of eur 1.5 million, and depreciation on m2a s.a. in France of eur 1.0 million, which was carried out as part of the at-equity valuation. Income from participations for 2002 included non-recurring income of eur 3.0 million linked to the split of Infratest + GfK Gesundheitsforschung GmbH & Co, Berlin. ebit after income from participations for the GfK Group also showed an above-average increase over the previous year, up by 38.9 per cent to eur 69.5 million in 2003 (2002: eur 50.0 million). The margin, i.e. ebit after income from participations in relation to sales, also showed a clear increase from 8.9 per cent in 2002 to 11.7 per cent in 2003. GfK’s other financial income also improved. Following a deficit of eur 2.4 million in 2002, financial year 2003 reduced this deficit to just eur 1.2 million. The figure essentially comprises three elements: firstly, the final write-down of loans to bwv Holding in Switzerland, totalling eur 0.9 million, secondly, the write-down of a loan to Caribou Lake Software in the usa of eur 1.1 million and thirdly, income from derivative financial instruments totalling eur 0.6 million, which are used to cover currency and interest rate risks. In 2002 other financial income 87 was affected by expenses resulting from the waiver on a loan to mmxi Europe in the Netherlands of eur 1.2 million and the residual depreciation of the holding in an American company, Jupiter Media Metrix Inc., of eur 0.7 million. Balance sheet growth 1) 31.12.2002 31.12.2003 Change in % Share of total assets in % Fixed assets 263.8 285.0 + 8.0 56.8 Current assets 189.8 200.9 + 5.9 40.0 Deferred taxes 9.3 8.3 – 10.7 1.7 Prepaid expenses 6.7 7.8 + 16.6 1.6 469.6 502.0 + 6.9 100.0 + 12.5 40.7 57.4 In eur million Assets Overall this led to a rise in the result from ongoing business activity of 46.4 per cent from eur 45.3 million in 2002 to eur 66.3 million in 2003. The income tax rate increased compared to the previous year from 33.7 per cent to 38.0 per cent. There were two main reasons for this: firstly, in 2003 there was a one-off rise of 1.5 percentage points in the corporation tax charge in Germany and secondly, a tax provision was set up for the current tax audit in Germany. Total assets Shareholders’ equity and liabilities Shareholders’ equity 181.5 204.1 Provisions, liabilities and minority interests 281.2 288.2 + 2.5 Deferred taxes 6.0 9.1 + 51.4 1.8 GfK Group: ebit after income from participations and consolidated total income before minority interests 1999 – 2003 in eur million1) Deferred income 0.9 0.6 – 35.6 0.1 19992) Total shareholders’ equity and liabilities 469.6 502.0 + 6.9 100.0 26.7 13.7 2000 1) Rounding differences may occur 39.4 25.4 2001 32.7 5.5 2002 50.0 30.0 2003 69.5 41.1 1) Up to 2000, in accordance with the German Commercial Code (hgb). From 2001 in accordance with us gaap. 2) Excluding ipo costs ebit after income from participations Consolidated total income before minority interests The GfK Group has increased its consolidated total income before minority interests by 36.9 per cent from eur 30.0 million in 2002 to eur 41.1 million in 2003. Net of minority interests, GfK’s consolidated total income increased by 29.8 per cent compared with the previous year to eur 33.3 million (2002: eur 25.7 million). earnings per share amounted to eur 1.28 compared with eur 0.98 in 2002. current assets rose from eur 189.8 million at the end of 2002 to eur 200.9 million as at 31 December 2003. This was solely attributable to an increase of eur 6.2 million in trade receivables, compared to a reduction in other receivables and assets of eur 3.2 million. Furthermore, liquid funds grew by eur 8.1 million. shareholders’ equity increased by eur 22.6 million to eur 204.1 million. The increase was attributable to the following factors: consolidated income of eur 33.3 million less the total dividend disbursement and currency effects relating to consolidations reported under other comprehensive income. As at 31 December 2003, the equity ratio amounted to 40.7 per cent (2002: 38.7 per cent). Development of equity ratio in per cent 1999 –20031) 19992) Asset and capital situation: equity ratio increased to over 40 per cent Compared with the previous year, the GfK Group’s total assets increased by eur 32.4 million to eur 502.0 million. On the assets side, the increase of eur 21.2 million was attributable to growth in fixed assets. Acquisitions and the topping-up of shareholdings increased goodwill by 19.3 per cent as at 31 December 2003 from eur 135.6 million in 2002 to eur 161.8 million in 2003. Fixtures and fittings and tenants’ fittings fell by eur 2.3 million. 88 52.3 2000 2001 2002 2003 49.6 39.5 38.7 40.7 1) Up to 2000 in accordance with the German Commercial Code (hgb). From 2001 in accordance with us gaap. 2) The change resulting from the ipo inclusive, without which the figure would have been 29.7. Economic and financial development minority interests increased by eur 7.9 million and stood at eur 25.5 million as at 31 December 2003. This rise is attributable to both improved consolidated income and the sale of a 5 per cent business share in GfK Non-Food Tracking Holding in Germany to The npd Group in the usa, as well as the first-time consolidation of media control GfK International in Germany and v2 GfK in the usa, in which minority shareholders also have holdings. The remaining level of other provisions and liabilities were virtually unchanged. provisions rose by eur 5.1 million, primarily as a result of higher tax provisions and the change in the scope of consolidation. financial liabilities fell by eur 6.3 million. trade payables were reduced by eur 8.2 million. More than a third of the increase of eur 6.7 million in liabilities on orders in progress arises from subsidiary companies, which have been consolidated for the first time. MANAGEMENT REPORT Capital expenditure was fully financed from the cash flow from ongoing business activity of eur 69.2 million (2002: eur 69.3 million). Net of these expenses amounting to eur 20.9 million, free cash flow of eur 48.3 million (2002: eur 40.7 million) remains. This was sufficient to finance all of GfK’s acquisitions and other financial investments in their entirety during 2003. GfK was also able to reduce its financial liabilities during 2003. The cash flow from financing activity was eur – 16.2 million (2002: eur + 2.9 million in 2002). Change in net indebtedness1) In eur million Liquid funds Short-term securities Liquid funds and short-term securities Investment and financing: low net indebtedness In 2003, GfK investments totalled eur 47.7 million (2002: eur 76.6 million). This related essentially to two items: eur 24.8 million for the acquisition of consolidated companies, other business units and the addition of other participations, as well as eur 20.9 million for the acquisition of software, fixtures and fittings and other tangible assets. 31.12. 2002 31.12. 2003 Change in % 45.2 53.3 + 17.9 7.3 7.5 + 2.6 52.5 60.8 + 15.7 Liabilities to banks 47.1 45.0 – 4.6 Pension provisions 19.2 19.0 – 1.0 Leasing liabilities 15.8 17.1 + 8.4 Other interest-bearing liabilities 10.0 4.6 – 54.3 Interest-bearing liabilities 92.1 85.7 – 7.0 – 39.6 – 24.9 – 37.2 Net indebtedness 1) Rounding differences may occur Change in free cash flow1) In eur million Cash flow from ongoing business activity Capital expenditure Free cash flow before acquisitions, other investments and asset disposals Acquisitions Other financial investments Asset disposals Free cash flow after acquisitions, other investments and asset disposals 1) Rounding differences may occur 31.12. 2002 31.12. 2003 Change in % 69.3 69.2 – 0.1 – 28.6 – 20.9 – 26.6 net indebtedness, that is the balance of cash, cash equivalents and short-term securities less interest-bearing liabilities and pension provisions, stood at eur 24.9 million (2002: eur 39.6 million). 40.7 48.3 + 18.5 – 47.0 – 24.8 – 47.3 Gearing and ratio of net indebtedness to ebit, ebitda, free cash flow – 1.0 – 2.0 + 98.8 In per cent 2002 2003 3.4 5.0 + 47.0 Gearing 21.8 12.2 Net indebtedness/ebit 90.8 37.5 Net indebtedness/ebitda 57.8 27.3 Net indebtedness/free cash flow 97.2 51.5 – 3.9 26.5 – 780.8 gearing, which is the ratio of net indebtedness to shareholders’ equity, amounted to 12.2 per cent in 2003 (2002: 21.8 per cent). The ratio of net indebtedness to ebit, ebitda and free cash flow shows that GfK is in a position to repay its borrowings in approx. six months. 89 The GfK Group used eur 35.0 million for soft facts in 2003, eur 2.8 million more than in 2002. 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. GfK Group: breakdown of growth in sales and operating profit 20031) Total growth + 6.4 % + 39.2 % Growth through acquisitions + 6.1 % + 15.3 % Organic growth + 3.7 % + 27.2 % Expenses for soft facts Exchange rate effects In eur million 2002 2003 Change in % Costs of maintaining panels (including recruitment) 19.5 20.8 + 6.2 Software development costs + 19.7 – 3.3 % – 3.3 % Sales 7.1 8.5 Training and continuous professional development 5.0 5.0 + 0.5 Other 0.6 0.7 + 28.4 Total 32.2 35.0 + 8.7 Operating profit 1) Rounding differences may occur Share of business divisions in total sales 2003 in % Source: Management Information System The increase in costs for the recruitment and payment of panel households and retailers produced higher panel costs. In addition to a number of international projects, the rise in development costs of proprietary software is attributable to the startrack analysis and production system which is now in the final stages of development. in eur million Consumer Tracking 15 89.8 Non-Food Tracking 28 166.7 Media 10 58.3 Ad Hoc Research 37 220.8 HealthCare 8 49.3 Other 2 10.4 Total 100 595.3 4. Business divisions The GfK Group provides services in its business divisions Consumer Tracking, Non-Food Tracking, Media, Ad Hoc Research and the new business division, HealthCare, which was set up in mid-2003 (further details on p. 101). To facilitate a comparison between the figures for 2003 and 2002, the figures for HealthCare business in 2002 are shown separately. In the 2002 Annual Report, these were still reported under Ad Hoc Research and Other. Following the reorganization, the division Other mainly comprises GfK ag central services for subsidiary companies, participations and partners. Consumer Tracking: restructuring and cost management take effect GfK’s Consumer Tracking division provides clients throughout Europe with information services on consumer purchase decisions and behaviour (further details on p. 43). Consumer Tracking: key figures 2002 2003 Sales 86.0 89.8 + 4.4 2.4 3.5 + 44.8 + 2.8 + 3.9 + 1.12) Number of employees 863 829 – 3.9 of which abroad 590 576 – 2.4 Operating profit Margin in %1) 1) Operating profit in relation to sales 2) Percentage points 90 Change in % In eur million Business divisions During financial year 2003, GfK’s Consumer Tracking division continued its positive growth trend. Sales rose from eur 86.0 million to eur 89.8 million. 6.2 percentage points were attributable to organic growth, with business from the Benelux countries providing the main impetus. There was no acquisitions-related growth. Currency effects reduced sales growth by 1.8 per cent. At the same time, the operating profit from the business division improved. Operating profit rose by 44.8 per cent to eur 3.5 million compared to eur 2.4 million in 2002. The margin stood at 3.9 per cent (2002: 2.8 per cent). This is mainly attributable to the consistent measures taken to restructure the business division and to the savings achieved by the new standard production system, aTRACKtive. The largest contribution to the positive growth in operating profit came from Germany, the Benelux countries and Northern Europe. MANAGEMENT REPORT Non-Food Tracking: key figures In eur million 2002 2003 Change in % Sales 137.3 166.7 + 21.4 24.5 36.1 + 47.3 Margin in %1) + 17.8 + 21.6 + 3.82) Number of employees 1,394 1,517 + 8.8 of which abroad 1,145 1,224 + 6.9 Operating profit 1) Operating profit in relation to sales 2) Percentage points During the year under review, the Non-Food Tracking division further consolidated its excellent market position. Sales increased by 21.4 per cent from eur 137.3 million in 2002 to eur 166.7 million in 2003, of which 18.0 per cent came from organic growth. This was the highest organic growth rate of all the GfK divisions. Acquisitions contributed 6.9 percentage points to the rise in sales. These referred mainly to the ifr Group which was acquired as at 1 July 2002 and consolidated for the first time, and to media control GfK International, in which GfK took a majority shareholding in mid-2003. Currency effects reduced sales growth by 3.5 per cent. Consumer Tracking: breakdown of growth in sales and operating profit 20031) Total growth + 4.4 % + 44.8 % Growth through acquisitions 0.0 % 0.0 % Organic growth + 6.2 % + 48.6 % Exchange rate effects – 1.8 % – 3.8 % Sales Operating profit 1) Rounding differences may occur At the end of 2003, the Consumer Tracking division employed 829 personnel in a total of 23 subsidiary companies (2002: 863). This represents 16 per cent of the total GfK workforce. Nearly 70 per cent worked in 21 countries outside Germany. The number of employees fell by 34 compared with the previous year due mainly to the reduction in staffing levels in data collection services in Germany. Despite further considerable investment on innovations in this segment, in particular for the further development of the startrack analysis and production system and encodex software used for e-commerce, operating profit in the Non-Food Tracking division was up 47.3 per cent from eur 24.5 million to eur 36.1 million. Of this total, 36.5 percentage points are attributable to organic growth which is mainly due to outstanding business growth in Germany and Asia. 13.6 percentage points of this increase are attributable to companies consolidated in the GfK Group for the first time. Currency effects reduced operating profit by 2.9 per cent. As a result of the overproportional rise in operating profit, the margin increased sharply from 17.8 per cent to 21.6 per cent. Non-Food Tracking: breakdown of growth in sales and operating profit1) Total growth + 21.4 % Non-Food Tracking: most successful business division + 47.3 % Growth through acquisitions Via its subsidiaries, participations and business partners, 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 in 48 countries. The entertainment market sector was added to the list in 2003 (further details on p. 51). + 6.9 % + 13.6 % Organic growth + 18.0 % + 36.5 % Exchange rate effects – 3.5 % – 2.9 % Sales Operating profit 1) Rounding differences may occur 91 The Non-Food Tracking division employs 1,517 staff (2002: 1,394) in 47 subsidiaries representing around 30 per cent of the GfK workforce. 80.7 per cent of the staff in the Non-Food Tracking division were employed in GfK companies abroad. Media: breakdown of growth in sales and operating profit 20031) Total growth – 4.9 % + 23.6 % Media: operating profit and margin show significant improvement Growth through acquisitions The Media division provides its clients with information services on the intensity and nature of media usage and media acceptance (further details on p. 59) in 22 countries. With the establishment of GfK Media in Ruislip/Eastcote near London in March 2003, GfK has reinforced its presence in the uk. Organic growth 0.0 % 0.0 % Following a poor year in 2002, the media research market failed to recover in 2003. Consolidated sales fell accordingly by 4.9 per cent to eur 58.3 million (2002: eur 61.3 million). Currency effects depressed sales growth by 1.1 per cent. There was no growth relating to acquisitions. The low demand for media research services due to a weak economy, was only partially offset by stability in the number of long-term contracts for continuous tv and radio ratings research which generate around 60.9 per cent of the Media division’s sales. In 2003, GfK extended two long-term tv research contracts: the 3 year contract for continuous tv research in Austria and the contract for continuous radio research in Switzerland. GfK therefore has long-term tv and radio research surveys in place in a total of 8 different countries. Media: key figures In eur million Sales Operating profit Margin in %1) Change in % 2002 2003 61.3 58.3 – 4.9 6.1 7.5 + 23.6 + 9.9 + 12.8 + 2.92) Number of employees 345 328 – 4.9 of which abroad 199 206 + 3.5 1) Operating profit in relation to sales 2) Percentage points Despite the drop in sales, GfK increased its operating profit in the Media division by 23.6 per cent to eur 7.5 million. The margin rose from 9.9 per cent to 12.8 per cent, which is mainly attributable to consistent cost management. – 3.8 % + 24.9 % Exchange rate effects – 1.1 % – 1.3 % Sales Operating profit 1) Rounding differences may occur Media employs 328 people spread over a total of 32 subsidiaries (2002: 345 people) representing 6.5 per cent of the total workforce. 62.8 per cent of the total work outside Germany. Compared with the previous year, the number of employees in the Media division was reduced by 4.9 per cent. Owing to the weak economy in 2003, GfK largely did not replace staff who left. Ad Hoc Research: restructuring and cost management are taking effect Through its 41 subsidiaries in 28 countries and via partnerships in another 63 countries, the Ad Hoc Research division provides clients around the world with partly standard, partly customized services, which are used for operational and strategic business decisions (further details on p. 67). Following above-average sales growth in 2002, both organic and by acquisition, GfK achieved further organic growth of 1.3 per cent in 2003. Growth from acquisitions amounted to 0.9 per cent. Currency effects reduced sales, which totalled eur 220.8 million, by 3.8 per cent (2002: eur 224.5 million). Ad Hoc Research: key figures 2002 2003 Sales 224.5 220.8 – 1.6 12.8 15.4 + 20.4 + 1.32) Operating profit Margin in %1) + 5.7 + 7.0 Number of employees 1,648 1,706 + 3.5 of which abroad 1,274 1,336 + 4.9 1) Operating profit in relation to sales 2) Percentage points 92 Change in % In eur million Business divisions Despite unfavourable exchange rates, GfK operating profit from the Ad Hoc Research division showed a clear increase of 20.4 per cent to eur 15.4 million (2002: eur 12.8 million). The drop of 4.1 per cent owing to currency effects was more than offset by strong organic growth of 22.6 per cent. The margin increased from 5.7 to 7.0 per cent. Restructuring of business activities in the uk, Sweden and Italy combined with active cost management and the key account management system for major clients all contributed to this result. the fact that Martin Hamblin GfK in the UK and Martin Hamblin Research in the usa failed to perform as expected. However, by the end of the year, the number of orders and sales growth in these companies had both improved. Currency effects reduced sales from this business division by 7.7 per cent. HealthCare: key figures In eur million Sales Ad Hoc Research: breakdown of growth in sales and operating profit 20031) Operating profit Margin in %1) Total growth – 1.6 % MANAGEMENT REPORT Change in % 2002 2003 35.8 49.3 + 37.7 5.0 6.3 + 25.6 + 13.9 + 12.7 – 1.22) Number of employees 167 228 + 36.5 of which abroad 101 159 + 57.4 + 20.4 % 1) Operating profit in relation to sales 2) Percentage points Growth through acquisitions + 0.9 % + 1.8 % Organic growth + 1.3 % + 22.6 % Exchange rate effects – 3.8 % – 4.1 % Sales Operating profit 1) Rounding differences may occur As at 31 December 2003, the Ad Hoc Research division employed 1,706 staff (2002: 1,648 people), representing 34 per cent of the total GfK workforce. Around 78 per cent of the staff belong to GfK companies outside Germany. The number of staff increased by 58 employees compared to the previous year. Most of this increase is due to the setting up of a field sales network at the Turkish company, Procon GfK. Operating profit rose by 25.6 per cent from eur 5.0 to 6.3 million. Once again the newly acquired v2 GfK made a major contribution. With regard to organic growth, GfK recorded a drop of 46.2 per cent, mainly due to the unsatisfactory growth in operating profit from Martin Hamblin GfK in the uk and Martin Hamblin Research in the usa. Currency effects reduced operating profit from this business division by 5.2 per cent. The margin was 12.7 per cent (2002: 13.9 per cent). HealthCare: breakdown of growth in sales and operating profit 20031) Total growth + 37.7 % + 25.6 % Growth through acquisitions + 62.7 % + 77.0 % HealthCare: in the start-up phase The HealthCare division of GfK offers information and advisory services on drugs, bio-technology, diagnostics, clinical equipment, laboratory and surgery accessories as well as dental and veterinary medicine in a total of 12 European countries and the usa (for further details see p. 75). Sales in the HealthCare division rose by 37.7 per cent from eur 35.8 million to eur 49.3 million. The growth was entirely due to additions, primarily the acquisition of v2 GfK as at 1 July 2003. The company, which specializes in pharmaceutical market research, reinforces GfK’s position in the usa, the largest market in the world in the pharmaceutical, bio-technology and medical diagnostics sectors. In terms of organic growth, sales were unsatisfactory with a drop of 17.4 per cent. This is mainly due to Organic growth – 17.4 % – 46.2 % Exchange rate effects – 7.7 % – 5.2 % Sales Operating profit 1) Rounding differences may occur HealthCare is the smallest of the GfK divisions in terms of personnel, employing 228 people (2002: 167 people) or 4.5 per cent of the total GfK workforce spread across 13 GfK subsidiaries. 70 per cent of the total work in companies outside Germany. Compared with the previous year, the number of employees in the HealthCare division increased considerably following the acquisition of a majority holding in v2 GfK. 93 Other: services for subsidiaries, participations and partners 5. Regions The Other division primarily comprises the Group Services of GfK ag, GfK Data Services/Business Solutions & Processing as well as GfK Methoden- und Produktentwicklung (Method and Product Development) that provide services for subsidiary companies in the GfK Group, participations and their business partners. In 2003, all regions in which the GfK Group is active increased their operating profit from the previous year. With the exception of Northern Europe, the same applied to sales. GfK Group sales 1999 – 2003 in Germany and abroad in eur million1) Total Other: key figures 1999 2002 2003 Change in % Sales 14.5 10.4 – 27.9 Operating profit – 2.4 – 1.4 + 40.4 – 16.8 – 13.9 – 2.92) Number of employees 462 458 – 0.9 of which abroad 105 106 + 1.0 In eur million Margin in %1) 164 217 381 177 2000 293 470 192 2) 2001 314 506 205 2002 354 559 222 2003 373 595 1) From 2001 in accordance with us gaap 2) Pro forma statements 1) Operating profit in relation to sales 2) Percentage points In 2003, the Other division achieved sales of eur 10.4 million, a reduction of 27.9 per cent compared to the previous year (2002: eur 14.5 million). The result was attributable mainly to the lower volume of services of around eur 3 million which GfK Data Services/Business Solutions & Processing provided for iri/GfK. The division recorded an operating loss of eur 1.4 million (2002: eur – 2.4 million) in 2003. In the year under review, the operating result was adversely affected, in particular, by the consultancy costs incurred in connection with acquisitions and the reduction in services provided to iri/GfK. In Germany Abroad Number of GfK employees 1999 – 2003 in Germany and abroad Total 1999 2000 20011) 2002 2003 1,366 2,310 3,676 1,345 2,867 4,212 1,443 3,210 4,653 1,465 3,414 4,879 1,459 3,607 5,066 1) Pro forma statements In Germany Abroad Other: breakdown of growth in sales and operating profit1) Share of regions in total sales 20031) Total growth – 27.9 % + 40.4 % 0.0 % 0.0 % Western and Southern Europe Organic growth – 26.9 % + 37.2 % Exchange rate effects 37 221.7 + 3.2 % 9 54.1 35 204.7 Central and Eastern Europe 5 31.8 America 8 48.6 Asia and the Pacific Total – 0.9 % 6 34.3 100 595.3 1) Rounding differences may occur Operating profit 1) Rounding differences may occur The Other division mainly employs staff in Germany. At the end of 2003, it employed a total of 458 full time personnel (2002: 462). 94 in eur million Northern Europe Growth through acquisitions Sales Germany in % Germany: strong rise in operating income and margins In Germany, the home country of the GfK Group and still its most important single market, GfK has 21 subsidiaries, twelve of which have their registered office in Nuremberg. GfK has been the largest market research group in the German market by far for many years. Regions Compared with 2002, GfK increased its sales in its home market by 8.3 per cent from eur 204.7 million to eur 221.7 million, thereby achieving a total of 37.2 per cent of the consolidated sales of the GfK Group in 2003. Of this, 3.5 percentage points were attributable to organic growth due, in particular, to pleasing growth in the Non-Food Tracking division. This offset the drop in sales by GfK Data Services/Business Solutions & Processing and the Media division. Growth arising from acquisitions amounted to 4.8 per cent. Specifically, this refers to the acquisition as at 1 July 2003 of the retail tracking business of media control GfK International in the entertainment market segment, as well as to the two companies, GfK HealthCare and GPI Kommunikationsforschung, which were both consolidated for the full year for the first time in 2003. During the period under review, there was an overproportional rise in GfK’s operating profit in Germany in relation to sales of 27.1 per cent to eur 22.9 million (2002: eur 18.0 million). Most of this growth was organic (18.2 per cent) and is mainly due to success in the Non-Food Tracking division. The salesrelated margin in Germany increased from 8.8 per cent to 10.3 per cent. MANAGEMENT REPORT Europe: profits further improved Outside Germany GfK has a presence in 28 countries through 64 subsidiaries and participations. In northern europe, the GfK Group has eight subsidiaries in Denmark, Norway, Sweden and the uk. In 2003, GfK sales in this region fell by 8.4 per cent to eur 54.1 million (2002: eur 59.1 million); 3.3 percentage points of this drop are organic. This is partly attributable to the unsatisfactory business performance by Martin Hamblin GfK in the uk. The closure as at 30 September 2003 of the loss-making Swedish company, Borell Market Research, also contributed to a reduction in sales of eur 1.0 million. Currency effects reduced sales by 6.1 per cent. Northern Europe: key figures In eur million 2003 59.1 54.1 – 8.4 1.9 3.2 + 70.7 + 3.2 + 5.9 + 2.72) 500 486 – 2.8 Sales Operating profit Margin in %1) Change in % 2002 Number of employees 1) Operating profit in relation to sales 2) Percentage points Germany: key figures Change in % In eur million 2002 2003 Sales 204.7 221.7 + 8.3 18.0 22.9 + 27.1 Margin in %1) + 8.8 + 10.3 +1.52) Number of employees 1,465 1,459 – 0.4 Operating profit 1) Operating profit in relation to sales 2) Percentage points As at 31 December 2003, GfK employed 1,459 full-time personnel in its German subsidiaries (2002: 1,465), representing 28.8 per cent of the total workforce. Germany: breakdown of growth in sales and operating profit1) In contrast, growth in operating profit has been pleasing. It rose by 70.7 per cent from eur 1.9 million in 2002 to eur 3.2 million. Currency effects reduced operating profit by 11.9 per cent. Organic growth in operating profit amounted to 80.3 per cent, due primarily to the successful restructuring of the ad hoc research business at Martin Hamblin GfK, uk and the ad hoc research business in Sweden. In 2003, the consolidated salesrelated margin of 5.9 per cent was almost double that of 2002 (3.2 per cent). Northern Europe: breakdown of growth in sales and operating profit1) Total growth – 8.4 % + 70.7 % Total growth Growth through acquisitions + 8.3 % + 1.0 % + 2.3 % + 27.1 % Growth through acquisitions Organic growth + 4.8 % + 8.9 % – 3.3 % + 80.3 % Organic growth Exchange rate effects + 3.5 % – 6.1 % – 11.9 % + 18.2 % Exchange rate effects 0.0 % 0.0 % Sales Sales Operating profit 1) Rounding differences may occur Operating profit 1) Rounding differences may occur 95 At the end of 2003, the GfK Group employed 486 personnel in Northern Europe (2002: 500). This represents 9.6 per cent of the total workforce. Western and Southern Europe: breakdown of growth in sales and operating profit1) Total growth + 4.1 % GfK market position in the European countries + 39.3 % Ranking Growth through acquisitions 1 Germany, Croatia, Netherlands, Austria, Switzerland 2 Bulgaria, Romania, Russia, Slovakia, Czech Republic, Ukraine 3 Belgium, Denmark, Poland, Portugal, Spain, Turkey 4 France, Greece, Italy, Hungary 5 Sweden 8 uk 10 + 4.1 % + 15.6 % Organic growth + 0.9 % + 24.7 % Exchange rate effects – 0.8 % – 0.9 % Sales Norway Operating profit 1) Rounding differences may occur The western and southern europe region, which comprises 40 subsidiaries in 10 countries, represents the next most important region for the GfK Group in terms of sales after Germany. At eur 204.7 million (2002: eur 196.7 million), GfK increased its sales in this region by 4.1 per cent, of which 0.9 percentage points were attributable to organic growth. Acquisitions-related growth amounted to 4.1 per cent and is mainly attributable to the fact that the companies ifr Group in France, and Significant GfK in Belgium, were only partially consolidated in 2002, but were consolidated for the full year in 2003. Currency effects reduced sales by 0.8 per cent. Western and Southern Europe: key figures Change in % In central and eastern europe, where GfK is one of the leading providers of market research services with a total of 16 subsidiaries in 14 countries, the Group’s business performance 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, for a number of years it has also been one of the most dynamic. 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 2002 2003 Sales 196.7 204.7 + 4.1 19.7 27.5 + 39.3 In eur million + 10.0 + 13.4 + 3.42) Sales 1,787 1,810 + 1.3 Operating profit Margin in %1) Number of employees 1) Operating profit in relation to sales 2) Percentage points Operating profit for the region also rose more sharply than sales and was up 39.3 per cent from eur 19.7 million in 2002 to eur 27.5 million in 2003. Of this, 24.7 percentage points were attributable to organic growth primarily due to the positive trend in the Non-Food Tracking division and to earnings-oriented measures in the Consumer Tracking and Ad Hoc Research divisions. Growth from acquisitions accounted for 15.6 percentage points. The margin increased from 10.0 per cent in 2002 to 13.4 per cent in 2003. 96 At the year-end, 1,810 full-time staff, 23 more than the previous year, were working in the Western and Southern Europe region. In total, 35.7 per cent of the worldwide workforce belongs to the companies in this region. Operating profit Margin in %1) Number of employees Change in % 2002 2003 28.5 31.8 + 11.6 2.6 3.7 + 42.6 + 9.0 + 11.6 + 2.62) 634 697 + 9.9 1) Operating profit in relation to sales 2) Percentage points In 2003, the GfK companies in Central and Eastern Europe increased their sales by 11.6 per cent from eur 28.5 million in the previous year to eur 31.8 million, of which 20.9 percentage points were organic growth. Currency effects reduced sales growth by 9.3 per cent. Operating profit in the same period rose by 42.6 per cent from eur 2.6 million to eur 3.7 million. Exchange rates reduced total profit by 11.7 percentage points. Organic growth amounted to 54.4 per cent and the margin relating to sales therefore improved from 9.0 per cent to 11.6 per cent. Regions MANAGEMENT REPORT Once again, the 24.2 per cent fall in operating profit from us business in organic terms is mainly due to Martin Hamblin Research. However, owing to the sound profits from v2 GfK, the margin for the American region rose from 7.7 per cent to 9.2 per cent. Central and Eastern Europe: breakdown of growth in sales and operating profit1) Total growth + 11.6 % + 42.6 % Growth through acquisitions America: breakdown of growth in sales and operating profit1) 0.0 % 0.0 % Organic growth Total growth + 20.9 % + 20.4 % + 54.4 % + 43.5 % Exchange rate effects Growth through acquisitions – 9.3 % – 11.7 % Sales + 36.9 % + 85.0 % Operating profit Organic growth 1) Rounding differences may occur + 0.2 % – 24.2 % Exchange rate effects At the end of 2003, the number of full-time employees was 697, 63 more than at the end of 2002. This corresponds to a 13.8 per cent share of the worldwide workforce. – 16.7 % – 17.4 % Sales Operating profit 1) Rounding differences may occur America: market position improved through acquisitions In 2003, GfK was represented in America by 3 subsidiaries, all with headquarters in the usa. These were GfK Custom Research which was acquired in 1999, a majority holding in Martin Hamblin Research acquired as at 1 May 2001 and also a majority holding in v2 GfK acquired as at 1 July 2003. At the year-end, the GfK Group employed 204 full-time staff in America, 66 more than at the year-end in 2002. The total number of staff in America represents 4.0 per cent of the GfK workforce worldwide. GfK increased its sales in America in 2003 by 20.4 per cent from eur 40.4 million to eur 48.6 million. Of this, 36.9 per cent results from the acquisition of v2 GfK. Currency effects reduced sales by 16.7 per cent, whilst organic growth rose 0.2 per cent over the previous year. The unsatisfactory rise in organic sales growth was largely attributable to the poor business performance of Martin Hamblin Research. Asia and the Pacific: strong organic growth America: key figures In eur million Sales Operating profit Margin in %1) Number of employees 2002 2003 Change in % 40.4 48.6 + 20.4 3.1 4.4 + 43.5 + 7.7 + 9.2 + 1.52) 138 204 47.8 1) Operating profit in relation to sales 2) Percentage points The Asia and Pacific region comprises 15 GfK subsidiaries in 13 countries including Australia, China, South Korea and Japan. In this region, the GfK Group only operates in the Non-Food Tracking segment. In 2003, GfK increased its sales by 14.1 per cent from eur 30.1 million to eur 34.3 million. Currency effects reduced sales by 12.3 per cent. However, at 24.9 per cent, the companies in this region achieved the highest organic growth of any region where the GfK Group is represented by subsidiaries. Growth resulting from the acquisition of Inform Business Development in Australia amounted to 1.5 per cent. Asia and the Pacific: key figures In eur million Sales Nevertheless, GfK achieved a clear increase in its operating profit in this region as well, which was up 43.5 per cent to eur 4.4 million (2002: eur 3.1 million). As with sales, the growth in operating profit was entirely due to the acquisition of v2 GfK. The weak us dollar reduced operating profit by 17.4 per cent. Operating profit Margin in %1) Number of employees Change in % 2002 2003 30.1 34.3 + 14.1 3.0 5.6 + 83.5 + 10.1 + 16.3 + 6.22) 355 410 + 15.5 1) Operating profit in relation to sales 2) Percentage points 97 Despite unfavourable exchange rates, the region improved its operating profit in the reporting year from eur 3.0 million to eur 5.6 million. This increase was largely attributable to organic growth. Currency effects reduced operating profit by 11.3 per cent. The margin also rose markedly from 10.1 per cent to 16.3 per cent. Asia and the Pacific: breakdown of growth in sales and operating profit1) Total growth + 14.1 % + 83.5 % 6. Research and development GfK aims to offer its clients information and consultancy services which in terms of methodology and content are innovative in their field. This was demonstrated this year by the fact that GfK won an award for the best method paper at the annual conference of the European Market Research Association, esomar. GfK is the first organization to have received this prize in two consecutive years and three times altogether to date. Aims and focus for 2003: further developing methods and technologies Growth through acquisitions + 1.5 % + 1.6 % Organic growth + 24.9 % + 93.1 % Exchange rate effects – 12.3 % – 11.3 % Sales Operating profit 1) Rounding differences may occur At the year-end, there were 410 people employed in the Asia and the Pacific region, an increase of 55 over the previous year. This corresponds to an 8.1 per cent share of the worldwide workforce. The GfK network: further expansion In 2003, the GfK Group continued to expand its international network. The following table lists the main activities in 2003. Company 98 For the GfK Group, innovative methods for processing new types of marketing surveys and the continuous improvement of its research instruments constitute strategic goals. GfK’s research and development projects are generally developed and implemented in close collaboration with clients, academic institutions or corporate consultants. The work is carried out on both a centralized and decentralized basis. Classification Business division Region/country Shareholding GfK Media Established Media uk 100 % Inform Business Development Acquisition Non-Food Tracking Australia 100 % v2 GfK Acquisition HealthCare usa 51 % media control GfK International Acquisition Non-Food Tracking Germany 51 % GfK has a central method and product development department (GfK Methoden- und Produktentwicklung) staffed by 18 statistics specialists and method experts with responsibility for crossdivisional and particularly complex projects, as well as standard research methods. In addition, the team advise GfK subsidiaries on the development of new services and the processing of client orders using new types of research methods and requirements. In 2003, GfK had two main focuses: the first, to develop new research instruments and improve and update the existing range of instruments; and second, to design and implement hardware and software for gathering, processing, storing and analyzing data. Services: new survey methods In 2003 the department concentrated on two main areas: the development of a series of new testing and forecast instruments, including Concept Challenger Volumatic for predicting sales volumes, Storetest Plus for analyzing pay-back data and GfK Brand Simulator, a model using consumer panel data to optimize marketing mix, and a new electronic process to identify and avoid incorrectly conducted interviews. The process, which has been in use at GfK Ad Hoc Services since the third quarter of 2003, enables efficient quality controls to be carried out quickly during surveys. Employees Hardware and software: more user-friendly with extended functionality and improved efficiency Data collection methods have undergone a huge change with the advent of new communication technologies. In 2003, GfK worked on two new processes in particular. new forms of data collection technology. In Sweden since mid 2003, Consumer Tracking has regularly been using a data collection system which it developed in-house. Known as e-cpo (Electronic Consumer Panel Online), it gathers 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) and mobile phones. Tests in Switzerland using a refined system have been underway since November 2003. The new procedures are all compatible with aTRACKtive, the production platform also developed by GfK and now in use throughout Europe. user-based media research. At the end of 2003, the GfK subsidiary, Telecontrol Switzerland, which is part of the Media division, launched a measuring device which it has developed. Known as MediaWatch, it measures the media consumption to which consumers are daily exposed. The device captures data when the survey participants come into contact with the electronic media of television, radio and cinema, as well as poster advertising, newspapers, magazines and other printed matter. Following extensive, in-house testing the device will be used for the first time in a pilot study of clients at the beginning of 2004. This innovative technical solution uses a new approach to media research, which to date has been media-based and has therefore specialized in specific areas of the media. This instrument means that for the first time it will be possible to collect data on media consumption which is user-based and facilitates an analysis of the overall multi-media complexity to which people are subjected. In addition, two of GfK‘s central production and analysis systems were refined during 2003. online access to gfk databases. The first of these platforms, atracktive.web, involves the consumer panel, ConsumerScan, via which major clients have direct access to GfK’s databases. In 2003, Consumer Tracking launched an update of the analysis system which, on the customer side, can be used by a wide range of users and not just by the market research specialists as has been the case to date. This allows any member of staff from marketing, sales and controlling departments to access GfK raw data at any time for analysis purposes. MANAGEMENT REPORT producton system for information from 44 countries. The second project, startrack, relates to the administration and analysis of information on electronic consumer goods, for which the Non-Food Tracking division gathers retail sales data on a continuous basis. Developed as a top priority during 2002, the system is designed to take over all internal data management functions previously carried out via a mainframe, with effect from 2004. In 2003, the system was refined with the aim of making procedures faster and more efficient. In addition, work began on a new system known as startrack Client which in future will enable GfK clients to have direct access to startrack. 7. Employees Number of employees: exceeds 5,000 for the first time As at 31 December 2003, there were 5,066 full-time staff in the GfK Group. This represents an increase in staffing levels of 3.8 per cent compared to the previous year. Number of employees in Germany and abroad Number of employees (full-time) 2002 Actual 2003 Actual Change in % Germany 1,465 1,459 – 0.4 Abroad 3,414 3,607 + 5.7 Total 4,879 5,066 + 3.8 Whilst the number of staff employed in Germany remained almost unchanged, the staff complement in GfK companies abroad rose by 5.7 per cent. This was mainly due to the acquisition of the pharmaceutical research institute, v2 GfK in the usa and Inform Business Development in Australia. Number of employees by region 20031) in % Full-time Germany 29 1,459 Northern Europe 10 486 Western and Southern Europe 36 1,810 Central and Eastern Europe 14 697 4 204 America Asia and the Pacific Total 8 410 1001) 5,066 1) Rounding differences may occur 99 Consequently, staffing levels grew most in America with an increase of 47.8 per cent. As at 31 December 2003, 204 people were employed in the region compared to 138 people in 2002. The number of staff in Asia and the Pacific rose by 15.5 per cent to 410 (2002: 355) mainly due to the expansion of business activities in China. Growth of 9.9 per cent in Central and Eastern Europe, which had 697 employees (2002: 634) at the year-end, was primarily the result of expanding GfK’s own interviewer network in Turkey. management guidelines for all management staff. The purpose of these is to ensure that the aims and responsibilities of all staff with managerial responsibility are based on globally harmonized general principles. In September 2003, the Excellence team comprising managerial staff from various countries, presented a concept for the guidelines to the Management Board. Together with Personnel Services, selected members of the Excellence Team have started work on deriving guidelines from the concept and preparing for implementation in 2005. Number of employees by division 2003 in % Full-time Consumer Tracking 16 829 Non-Food Tracking 30 1,517 7 328 34 1,706 Media Ad Hoc Research HealthCare 4 228 Other 9 458 Total 100 5,066 1) Rounding differences may occur Of the business divisions it was HealthCare, which showed an above-average rise in staffing levels of 36.5 per cent to 228 employees (2002: 167). In the Non-Food Tracking division the number of staff rose by 8.8 per cent and now comprises 1,517 people (2002: 1,394). This is due to the expansion of business in China and the acquisition of the retail research division for the entertainment segment of media control GfK International, Germany. Staff turnover: a marked drop The rate of staff turnover in the GfK Group, expressed as the rate of notices given by employees to the total number of employees, was 7.7 per cent in 2003 (2002: 9.1 per cent). In Germany it was just 2.4 per cent compared with 3.6 per cent in 2002. This indicates a clear fall compared with the previous year. Management Guidelines: global harmonization For 3 years, the Management Board has been appointing the members of what is known as the Excellence Team. This group was tasked with working on a particular strategic project as part of a programme for promoting high-fliers. Since compulsory new Corporate Values were developed and implemented for all staff in 2002, one of the aims in 2003 was to develop a basis for 100 Human resources strategy: cross-border cooperation In recent years the GfK Group has grown considerably, particularly outside Germany. A key focus for Personnel Services in 2003 was therefore promoting and increasing the degree of international cooperation in the area of human resources. With an international group of personnel managers, GfK has been working on a common human resources strategy, based on the overall strategy of the GfK Group and the Corporate Values. The strategy is to be adopted by the Management Board in 2004. Personnel department audit 2003: optimizing procedures In summer 2003, Personnel Services commissioned a leading consultancy company to undertake an audit of the structures and procedures in Personnel Services. The primary aim of the human resources audit was to ascertain whether there is any potential for optimization in the Personnel Services division and, if so, where. When sap/r3 was introduced in 2002, the procedures in place at the time were, as far as possible, transferred to the new system. The audit therefore focused primarily on checking whether the working procedures in Personnel Services were optimally suited to the sap system with regard to efficiency and adequacy. A further aim of the audit was to obtain recommendations on the effectiveness of services offered by the human resources department. With a view to further optimizing procedures, GfK and the consultancy company jointly drew up and implemented a restructuring plan. Organization and administration 8. Organization and administration With its business model as a ‘pure’ market research company, GfK offers information services to industry, retailers, the pharma sector, media and service providers. The company has consistently adapted its organization and administration to meet the demands of worldwide growth. This includes decentralizing all services to ensure optimal business performance in the individual companies. In addition to the parent company, the GfK Group comprises 161 subsidiaries and participations. GfK ag acts both as a holding company and as an operating unit. The Group has its head office in Nuremberg. In the GfK Group annual accounts GfK has fully consolidated 92 majority holdings. Additionally, 20 significant associated companies have been included in the annual result according to the equity method (see page 121 in the Notes to the consolidated financial statements). Management Board and divisional executive bodies The company is headed by the Management Board which comprises a total of six members. The Chief Executive Officer (ceo) is responsible for Strategy, Investor Relations, Internal Audit, GfK Methoden- und Produktentwicklung, Public Affairs and Communications, as well as GfK Data Services/Business Solutions & Processing. The Chief Financial Officer (cfo) is responsible for Financial Services, Personnel Services and Central Services. GfK is organized on a matrix basis. Each Management Board member is responsible for certain companies and a particular business division. HealthCare and Consumer Tracking come under the responsibility of the same Management Board member. The managing directors report directly to the Management Board members responsible for their company. Each business division has its own executive body known as Board, comprising the responsible Management Board member and selected managing directors who can call upon a number of specialist teams. The task of the Board members is to develop global divisional strategies and to allocate resources for international projects. Sales and operating profit are collated along regional and divisional lines. Hurdle rates for operating profit in relation to sales are applied to each business division as target and management indicators. These are used as set targets at divisional level. The Chief Information Officer (cio) is responsible for advising the Management Board on worldwide harmonization MANAGEMENT REPORT of it Services – primarily on the standards for optimizing procedures and costs for the purchasing of hardware and software and organizing the it network. The cio reports directly to the ceo. New: independent HealthCare division Due to the then imminent acquisition of a majority holding in v2 GfK in the usa, in mid-2003 GfK had already started to report HealthCare as a separate division at the beginning of the year. The acquisition of a majority holding in v2 GfK in the usa was the reason for establishing HealthCare as a new, independent business division. In recent years, GfK has acquired and developed business interests in this area. The most significant measures include: the takeover in 2001 of Martin Hamblin GfK with activities in the uk and the usa, the takeover in 2001 of GfK Animal Health uk which specializes in the English veterinary market, the splitting in 2002 of GfK HealthCare Deutschland and gpi Kommunikationsforschung from i+g (50:50 joint venture with Infratest nfo) with business focus on Germany and the acquisition in 2003 of a majority holding in the American company v2 GfK providing an increased presence in the world’s largest pharmaceutical market. GfK also holds a 50 per cent share in iha·ims Health in Switzerland and a 35 per cent share in m2a in France. This division therefore achieved a level of sales which allowed it to carry out its own reporting. Management activity in this division will concentrate on ongoing integration of the new companies and the networking of HealthCare activities worldwide. Centralized services GfK ag’s Group Services comprises the following centralized administrative departments: Investor Relations, Public Affairs and Communications, and the Financial Services department, which includes Group Accounting and Group Controlling. All these departments have global responsibility. the Financial and Operational Accounting sections of the Financial Services department, Central Services and Personnel Services which are responsible for most of the companies in Germany. 101 Outside Germany, these functions are the responsibility of the relevant departments at the individual GfK companies. Sub-holdings As at the year-end, GfK had further expanded its collaboration with the npd Group to cover new regions. Organizational changes have paved the way for further improvement in global services. In future three regionally based holding companies and a Coordination Board will regulate international collaboration: 1. for Europe, Asia and the Middle East (share of the GfK Group 95 per cent) 2. for the usa, Canada and Mexico (share of the GfK Group 25 per cent) 3. for Latin America, which primarily includes Brazil, Chile and Argentina (share of the GfK Group 65 per cent). The Coordination Board is responsible for developing global concepts for company policy and services as well as coordinating relationships between clients and partner companies within each regional holding. The GfK Group primarily maintains additional sub-holdings in: Austria for most of the Central and Eastern European GfK companies Switzerland for the companies in the iha GfK Group and Singapore for all companies in the Non-Food Tracking division in Asia and the Pacific, excluding Japan. 9. Purchasing As an international market researcher, most of GfK’s purchasing concerns raw data and additional services. This involves anonymous data provided by retail companies and private individuals. These are either periodically retrieved in electronic form or – depending on the respective task in hand – gathered using other methods such as surveys or studies. 102 purchase of other goods. Leases and service level agreements are regularly checked and re-tendered and the price and quality of the services and materials purchased are constantly monitored. 10. Environmental protection In line with its policy of positive action, GfK already takes environmental protection into account when procuring office equipment and work materials. It is the responsibility of each GfK employee to be careful and thrifty in their use of the company’s material resources. The GfK environmental officer and the relevant departments such as Purchasing and it Services support employees in this endeavour. GfK seeks to comply with both its own and statutory environmental standards in the disposal of work materials and office equipment. 11. Corporate communications and marketing In 2003, GfK actively promoted and improved its marketing and corporate communications. Marketing: reinforcing direct contact with the client As an information service provider supplying services to various companies across all sectors in the consumer goods and service industries, the conventional forms of advertising and direct marketing are of secondary importance to GfK. What is important is regular contact with clients, particularly through special events. In general, these are organized on a decentralized basis by GfK companies and divisions. Notable international events included: GfK’s Annual Conference in Nuremberg on the theme “Innovation: top or flop – the consumer decides” attended by around 800 delegates In the traditional purchasing markets, GfK is only involved to any great extent in the it sector. the Ad Hoc Research Summit in Paris with over 100 clients from throughout Europe High technical standards for data retrieval and processing enable GfK to guarantee superior quality combined with cost efficiency. Alongside these technical measures GfK has laid down relevant guidelines to optimize the procurement of data as well as the the GfK Annual Telecom Industry Meeting, organized each year in London by the Non-Food Tracking division, with around 100 clients from the telecommunications industry in Europe the first European Domestic Appliances Conference, organized in Milan by the Non-Food Tracking division and attended by around 90 clients Risk the Imaging Summit, organized every two years in Nuremberg by the Non-Food Tracking division, with 300 clients from the photographic industry and retail industry worldwide. In addition, in 2003 the “Academies” in the Consumer Tracking, HealthCare and Ad Hoc Research divisions offered their clients over 20 specialist events covering special instruments and services. The GfK Group and the individual companies also took part in numerous conventions, specialist conferences and trade fairs delivering specialist lectures and company presentations. pr: reaching a wide audience The focus of the pr work of the GfK Group comprised traditional press releases on business performance, acquisitions and other topics particularly relevant to the financial community. Here, Public Affairs and Communications worked closely with Investor Relations (for further details see page 26 et seq.). GfK also regularly issued press releases on the findings of GfK surveys. These include GfK’s consumer climate surveys which are published monthly in Germany and the uk as well as the findings of international surveys. With almost 10,000 articles in Germany alone covering GfK or its surveys or quoting them, the level of press coverage rose by 42 per cent compared to the previous year. GfK’s website is also becoming increasingly popular with a wider audience and visits increased by 26 per cent with a daily average of around 2,300 hits in 2003. Corporate image: an expression of company culture The GfK Group has visibly altered its corporate image in recent years. The climax of this process was the redesign of the GfK logo. The Management Board took the decision at the end of 2002 and began implementing the corporate design for the new logo in February 2003. This changeover process has been largely completed in Germany. In order to keep down the costs of the transition, companies outside Germany were allowed a generous timescale for the changeover. MANAGEMENT REPORT 12. Risk The GfK Group is the No. 5 market research organization worldwide. 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 risks at an early stage, assessing such risks and managing them in a professional manner, 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. Once again this year, as in the past, the Group’s auditors have confirmed the effectiveness of this system. Risk management system: identifying and assessing risks principles of risk management policy. As a basis for positive risk management the GfK Group applies principles of risk management policy with which the risk management systems in all areas must comply. The main principles are: You can only manage known risks: As a result of constantly changing relations and demands, identifying risks has become an ongoing task which is firmly integrated into daily working practices. Risk management acts as an early warning system enabling potential damage to business growth to be averted through appropriate measures. The flat organizational structure at GfK and the culture of open communication also facilitate transparency and the management of potential risks. Risks are systematically assessed: Not all risks are equally serious. To ensure efficient risk management, any identified risks must be systematically evaluated as to the potential damage they may cause and the probability of them occurring. The aim of risk assessment is to discover which risks might fundamentally jeopardize the success of the company. To do this, quantitative and qualitative threshold values are established. In addition to the extent of a risk, it must also be assessed whether the risk might actually jeopardize the existence of the company. Applying threshold values defines when such a risk to the GfK Group may occur. Risk management is everyone’s responsibility: It is the responsibility of each employee to avert potential damage to the company. In addition to a fundamental knowledge of the risk management system, this requires a high level of 103 risk awareness among staff. Relevant information materials and workshops have been implemented with the aim of raising risk awareness. responsibilities and functions. As part of its overall responsibility for the risk management system, the Management Board appointed a risk management committee to continually extend the Group’s arrangements for efficient and feasible risk management. This body is responsible not just for the planning and ongoing methodical development of the system, but also for ensuring its functionality. Another core task is identifying Group-related risks and reporting to the Management Board and Supervisory Board on the current risk situation in the Group. As a result of the Group’s decentralized structure, direct responsibility for early identification, management and communication of risks rests locally with the operational managers of the individual GfK companies. Risk management coordinators in the companies ensure that the central regulations are applied in the respective organization and promote risk awareness. A risk owner is appointed for each identified risk, whose job it is to make and implement the necessary decisions to overcome the risk. processes. Thanks to its integrated risk management concept, the GfK Group is able to ensure complete and comprehensive risk identification. The concept covers the identification and management of strategic and operational risks at the level of the individual GfK companies as well as at regional, divisional and Group level. Company level Group level In addition, comprehensive planning, forecasting and reporting instruments for early risk identification have also been in place at the GfK Group for many years. documentation and monitoring. All principles, processes and responsibilities for the GfK Group risk management system are set out in the Group Handbook. Each member of staff can access the current version via the Intranet. The Internal Audit department regularly monitors the concept behind and functionality of the risk management system. Risk management is also assessed as part of all company audits both in Germany and abroad. The findings from such audits, combined with advice from the auditors, assist ongoing improvement of the system for the early identification of risks. Risk situation: company growth not affected economic risks. Slow economic growth continued worldwide throughout the period under review. However, despite this trend, the GfK Group once again produced successful growth and exceeded its targets for sales and total income. Bad debts due to client insolvency remained at a low level and did not affect the liquidity position of the Group. GfK anticipates that it will achieve an increase in sales which will outstrip growth in the market research sector (see also Outlook on page 109 et seq.). GfK currently foresees no fundamental risks from the economic situation which might cause any marked drop in orders or fall in sales at Group level. GfK integrated risk management system Divisional level 104 The core of the system is the annual risk inventory prepared by the risk management coordinators which covers the development of the risks identified in the previous year and identifies newly emerged risks. These are assessed as to their probability and level of potential damage so that countermeasures can be specified. If new risks should arise during the year or any major change occur in the risk situation, ad hoc reporting ensures that the Management Board is informed immediately. Risk sector risks. The sustained weakness in the global economy has again confirmed that the market research sector is less prone to cyclical fluctuations. It is also evident that, with regard to growth in sales and total income, the GfK Group is well positioned even in times of difficult economic conditions. Moreover, as GfK operates worldwide and acts as a full-service provider, it is able to compensate for fluctuations in orders in a particular region or division. The division-related risks detailed below are therefore unlikely to fundamentally jeopardize business growth in the GfK Group. The difficulties in the print media industry caused a drop in sales in the Media division during 2003. It was not possible to offset this fully through long-term contracts for tv and radio ratings research with fixed volume orders. Advertising activities in the print media will be boosted when the economy recovers and GfK is assuming that the demand for its services will increase again in this sector. Major sporting events such as the Olympic Games in Athens and the European Soccer Championship in Portugal offer the prospect of further impetus. In the Consumer Tracking division, although the overall income situation again improved considerably in 2003 as a result of extensive cost-cutting programmes, the market situation remains difficult partly because of the pressure of international competition. Nevertheless, GfK is convinced that in the medium to long-term this division will be a mainstay of its financial and customer-related strategic growth. With the establishment of the HealthCare division the GfK Group is set to further expand its market share and the possibility of associated risks cannot be excluded. However, longstanding knowledge of the sector and experience in integrating new companies into the Group should help to minimize potential risk. The formation of an internationally staffed HealthCare committee was fundamental to optimizing GfK’s range of services and establishing the HealthCare area as a profitable, forward-looking division. In all divisions, the ongoing process of concentration among clients through mergers and company takeovers continues. This has resulted in the marketing budgets of some clients being reduced and this has been offset by increased acquisition of new clients and expanding services. Furthermore, the changed market conditions have produced new major clients. However, MANAGEMENT REPORT GfK’s overall reliance on major clients remains modest. The share of worldwide Group sales attributable to the top 10 clients has reduced slightly from 16 to 15 per cent. operating risks. Cost pressures on the GfK companies have continued to intensify. With discount competitors offering services at dumping prices to gain a foothold in the market, clients proved increasingly price-conscious. 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 its international clients for information on global markets, by targeted expansion in the relevant markets and regions. GfK uses a system of regular reports to monitor major innovative projects which are currently being implemented. There are currently no identifiable material risks from research and development activities. Operating risks are restricted by the fact that no more than 10 per cent of consolidated sales is transacted with individual clients in any single sector. As the GfK Group has an international presence, there are also no regional risk-related commitments. financial risks. The financing of the GfK Group is essentially provided by GfK ag. In addition, some subsidiaries provided GfK ag with loans with a small overall volume which GfK is successively repaying. Overall, net indebtedness of the GfK Group amounts to eur 24.9 million, down from eur 39.6 million in the previous year. Half way through 2003, GfK ag took advantage of low interest rates to change its variable rate liabilities to banks in the medium term to fixed rates. This created a safer low-rate basis for calculation. In 2003, GfK ag also increased the number of banks it works with so that its short-term credit facilities from banks now amount to a three figure million sum. At the year-end, GfK had used less than 10 per cent of these credit lines. 105 Besides the option of borrowing, GfK ag has access to authorized capital of 8.2 million in no-par shares to increase the equity base. Further liquid funds are available from the Group. Financing is therefore available on a broad and secure basis. There are currently no risks in this area. Since 65 per cent of consolidated sales was generated by companies in the Euro zone, the risks from currency effects within the GfK Group are limited. The weakness of the dollar and the poor exchange rate for the yen as well as other currency effects over the course of 2003 have reduced growth in sales and operating profit for the Group by 3.3 per cent. legal risks. Many countries are trying to restrict apparent self-employment. This would mean that GfK’s interviewers and other freelance workers would be subject to compulsory social security payments, which would increase costs. GfK is responding with appropriate measures mainly involving adapting terms of employment to these changes. Legal proceedings initiated in Austria were settled in favour of GfK. At the present time, there are no significant risks in respect of pending legal actions or compensation claims. GfK is currently working on optimizing the insurance cover for all GfK companies worldwide. risks of acquisitions. 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 acquisitions and acquisition supporting measures. The specialist team that carries out these tasks can call on outside consultants when necessary. Comprehensive integration plans facilitate the smooth integration of new companies into the GfK Group. The Supervisory Board of GfK ag actively monitors acquisitions through regular reports presented in its meetings. In 2003 it also set up a Mergers and Acquisitions Committee. 106 it and other risks. The security and constant availability of data are essential prerequisites for a company selling information-based 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 during 2002 and 2003. Based on this, new compulsory it security standards will be drawn up for all companies in the GfK Group in 2004. The Chief Information Officer (cio) coordinates and optimizes it strategies and it security concepts throughout the Group. GfK continually monitors risks arising in the it sector as part of its disaster recovery plan. There are currently no identifiable material it or other risks in the GfK Group. assessment of overall risk. Assessment of the overall risk situation has shown that the risks are limited and manageable, and do not materially affect the assets, financial position and profit or loss of the GfK Group. No lasting damage to business growth of the Group is currently anticipated due to individual risks or the accumulation of risks. The Group’s high equity ratio of 40.7 per cent contributes to a considerable reduction in the overall risk position, which remains almost unchanged from the previous year. No events occurred after the reporting date to permanently alter the risk situation of the GfK Group. In summary, there are no risks at present which could jeopardize the continued existence of the Group. 13. Major events since the 2003 financial statements On 16 February 2004, negotiations for the tv research contract with the Arbeitsgemeinschaft Fernsehforschung (Television Research Partnership) for Germany were successfully concluded. The fifth consecutive agreement between agf and GfK will run for at least seven years from 1 January 2005 to 31 December 2011. In addition, the parties to the contract have agreed an option to extend the contract for a further two years. The total value of the contract amounts to more than eur 90 million. Outlook The GfK Group has acquired the business of arbor inc. usa effective retroactively from 1 January 2004. The newly named company, GfK Arbor, provides clients with ad hoc research services with particular emphasis on communication and market research and carries out tracking surveys on brand equity and value, market segmentation and corporate image evaluations. With 92 employees, the company generated sales of usd 24.9 million in 2003. On 24 February 2004, the Supervisory Board extended the contract of Heinrich A. Litzenroth, the Management Board member responsible for the Ad Hoc Research division, for a further five years. Litzenroth joined GfK in 1978 and was appointed to GfK’s Management Board in 2000. Since taking over responsibility for Ad Hoc Research, he has played a pivotal role in accelerating the internationalization of the division. 14. Outlook Economic conditions the economy in general. According to economic research institutes, the global economy will pick up in 2004 and then remain stable in 2005. Many governments are adopting expansionist financial policies to stimulate the economy. The optimism of employers, investors and, ultimately, consumers is set to grow. Global growth depends mainly on economic growth in the usa. The accelerated growth rate observed during the second half of 2003 is likely to continue. However, even an economic downturn during 2004 would hardly affect the powerful influence of the usa on overall economic growth. Such a development is based on two assumptions. Firstly that there is no renewed deterioration in the international political situation, and secondly, that there are no marked currency fluctuations. In addition to the usa, south east-asia and the countries joining the european union in May 2004 will see a boom. Once again, no dynamic upturn is expected in germany in 2004. However, according to experts, two factors may contribute to positive growth. Firstly, following years of caution, demand for investment is rising again in 2004, secondly, possible growth in private consumption resulting from tax cuts. MANAGEMENT REPORT Some major sporting and political events in 2004 may provide economic impetus and give rise to an increase in consumption. These include the Olympic Games in Greece, the European Soccer Championship in Portugal and the presidential elections in the usa. For the media industry, which has been hard hit by the weak global economy, these events could mark the hoped-for turnaround. market research sector. Despite slow economic growth over the past two years, the market research sector remains a growth market with above-average potential. Factors driving growth are: Competition among global companies – over the past decade, political, economic and technological developments have greatly accelerated globalization of providers in traditional goods and services markets. This has meant that pressure from competition between local and global companies and brands entering new markets has increased. smes require more information – the number of medium-sized and smaller companies which are using the new communications technologies regionally, nationally and globally is rising. Consequently, their need for expertise in market research and marketing is also increasing. Innovation-related business and client potential – the new communication and information technologies combined with scientific progress have given the market research industry added impetus. This is reflected in a large number of markets for new types of products and services in, for example, telecommunications, biochemistry and gene technology. New business potential in the emerging markets – growth opportunities are resulting from political and economic liberalization and democratization trends worldwide. This involves, in particular, the emerging markets of Central and Eastern Europe, Asia and the Pacific as well as Latin America. Outsourcing of market research - more and more companies are paring down their market research departments to a minimum and buying in the services of professional providers instead. Experts forecast sector growth of three to four per cent in the market research industry in 2004. 107 Employees GfK expects that with no change in the scope of consolidation the number of employees will slightly increase in 2004. Essential personnel measures include optimizing the organizational structure and procedures in staff management and consistently implementing the sap standards. Another important step will be to develop and launch GfK’s global hr strategy throughout the Group’s worldwide network of companies. A working party of personnel managers and members of the Excellence II team will define the new GfK management guidelines over the next two years (see p. 100), communicate these throughout the GfK network and promote their gradual adoption in daily working practices, using the appropriate instruments. Research and development Over the coming years, research and development will focus on fine-tuning procedures for merging and integrating data from different sources and optimizing the measuring and forecasting quality of such procedures. In addition, high priority will be given to the ongoing development of electronic metering technology and analysis software. GfK intends to use technical innovation to enhance the reliability, precision and efficiency of data collection processes relating to consumer habits in terms of consumption, use and purchasing behaviour. Developing and optimizing the information systems and analysis methods available to clients, which provide ever more flexible analysis options through direct access to GfK’s databases, constitute another priority for GfK. Organization and administration In 2004 and 2005, GfK will continue to work on meeting the deadlines specified in the German Corporate Governance Code with regard to the publication of annual and interim reports. Preparations are also under way to change the accounting in accordance to us gaap in line with the rules of the International Financial Reporting Standards (ifrs). 108 Non-Food Tracking will continue its preparatory measures for expanding the division’s activities in South America. The HealthCare division is giving top priority to the harmonization and integration of the various service systems used by the companies in the GfK network. Purchasing With regard to it, the GfK Group will progress the ongoing harmonization and benchmarking processes relating to the acquisition of hardware and software and the content of service level agreements. GfK is consistently implementing the optimization process throughout the entire Group. Corporate communications and marketing Activities relating to the continued development of internal and external communications instruments will be given high priority in 2004 and 2005. A focal point will be the completion of the new Intranet, with changes to the navigational structure, functions and design. This includes, in particular, improving the offering of electronic media for internal information purposes and setting up an archive, providing all GfK companies with access to templates, pictures and recommendations for designing websites, brochures and other communication tools. Another project centres on developing a concept for a new GfK customer magazine and starting the publication process. All of the business divisions plan to extend their current programme of client events. Investment and financing In 2004 and 2005, GfK will continue to put all its efforts into maintaining its top position as a leading innovator. Central to this are the further development of pioneering instruments and methods and the consistent application of the technology available within the GfK Group. Capital expenditure of eur 21 million and eur 20 million is planned for 2004 and 2005 respectively. As in previous years, this figure does not include financial investment to expand and extend the international network, expenses for the establishment and expansion of panels, or the costs of modifying and enhancing production and evaluation software, which are charged directly to expenses as “soft facts” at the GfK Group (see page 90). Outlook An additional capital requirement is anticipated only in connection with the financing of acquisitions. As before, GfK aims to match this with the relevant periods by using its free cash flow and existing credit lines. With authorized capital of 8.2 million no-par shares, GfK also has sufficient self-financing capacity. Risks The risk assessment carried out as part of the risk inventory for 2003 has not revealed any risks which may jeopardize the future existence and further development of the GfK Group. As a result, the GfK Group is in a position to consistently exploit any market opportunities on the basis of a risk-aware approach. The individual short and medium-term risks identified in the monthly reporting are carefully monitored and every effort is made to find immediate solutions to eliminate these. GfK assumes that there are no risks which could materially affect the Group’s business development. GfK Group: corporate growth GfK has had a good start to financial year 2004. By the end of February, it had already invoiced or posted 48 per cent of this year’s sales target as existing orders or incoming orders. This figure is slightly higher than that of the previous year which was 47 per cent. In 2004, the GfK Group intends to once again increase both sales and total income and outperform the market research sector. With no change in the scope of consolidation, the Group forecasts sales of eur 630 million from organic growth, which represents an increase of 5.8 per cent. On the basis of the full consolidation of the sales of GfK’s new subsidiary, GfK Arbor, from 1 January 2004, the sales target has been revised upwards by a further eur 20 million to eur 650 million. GfK expects to further increase consolidated sales with the acquisition of additional companies. The GfK Group is also aiming to increase ebit including income from participations once again. The growth rate here is set to outstrip that for organic growth. The target margin, that is the ebit including income from participations in relation to sales, is just over 12 per cent. MANAGEMENT REPORT Business divisions: optimization, integration and growth GfK expects a rise in sales and total income for all business divisions. With the exception of the acquisition of GfK Arbor in the Ad Hoc Research division and the HealthCare division, the following explanations are limited to statements about organic growth. In detail, the development GfK expects at the divisions is as follows: In the consumer tracking division, GfK expects a sales increase of over 3 per cent and a margin of around five per cent. The aim is to achieve the increase by expanding and optimizing its business performance in organic terms. In the non-food tracking division, GfK anticipates a sales rise of over 6 per cent and an increase in the margin to 22 per cent. The GfK Group is enhancing its future growth potential by setting up activities in Latin America. The division is benefiting, in particular, from the innovative drive and dynamic growth of the consumer technology markets. Accordingly, GfK intends to give top priority to the expansion of its service offering in this segment. The long-term tv and radio ratings contracts provide a sound order basis in the media division. Growth in the ad hoc media research business in the year under review will depend on the extent of the recovery in the print media market, which has been weak for the past three years. There are the first signs of an improvement in this business segment and GfK therefore assumes that sales will be up by around 2 per cent, with an improvement in the margin of one percentage point to 13 per cent. Given the global economic upturn, GfK expects a sales increase in organic terms of 3 per cent in the ad hoc research division. In addition to organic growth, the acquisition of GfK Arbor will result in a sales increase of around eur 20 million. Sales will therefore be up by over 12 per cent and the margin will exceed 7 per cent. In the healthcare division growth in sales of more than 30 per cent and an increase in the margin to around 13 per cent are expected as a result of the acquisition of majority shareholdings in various companies. In the other division, GfK is expecting sales to be down by eur 2 million and negative income. The reason for this is the further reduction in data collection services for third parties. The costs associated with switching to ifrs accounting have not been taken into account. 109 Strategy: exploiting market potential, continued expansion Two of the main strategic aims of GfK are the expansion of its business in new countries and regions and the extension of services to provide a wide-ranging offering, tailored to the changing requirements and demands of clients. Since its ipo in 1999, the GfK Group has made significant progress towards achieving these aims and creating the basis for future success. In 2004, priority will be given to the following aims: consolidating and expanding the us market presence. Following its ipo in 1999, GfK established itself in the usa, the biggest individual market research industry in the world, and systematically expanded its position in this market. GfK’s us subsidiaries, GfK Custom Research, v2 GfK, Martin Hamblin Research and the new GfK Arbor are forecast to generate sales of just over usd 110 million in the usa in 2004. This means that GfK is among the top 15 providers in the biggest national marketing research market in the world. It is expected that GfK will achieve 14 per cent of its overall sales in this key market in the current financial year. rapid expansion of non-food tracking business in south america. In 2002, GfK acquired a minority shareholding in Indicator GfK in Brazil. This year, a key activity will be to expand the Non-Food Tracking business in this region. harmonized, integrated services. Over the past two years, GfK has systematically expanded its HealthCare activities. Following the acquisition of us-based v2 GfK, the Group set up a new division. The most important task in 2004 will be to harmonize the range of services, while at the same time effectively expanding the customer relationship management system on an efficient basis and ensuring its integration. This applies to the other divisions as well: key account management systems, standardization of services and the further development of optimized information systems and instruments based on cutting edge technology for the benefit of clients have top priority. divisional expansion strategies. GfK assumes that in 2004 the Consumer Tracking division, which operates throughout Europe, will once again benefit from optimized workflows throughout the corporate network and the introduction of the uniform production system, aTRACKtive. Ad Hoc Research, Non-Food Tracking and HealthCare are aiming to achieve global expansion and service targets and will be continuing to exploit any potential acquisition opportunities. The Media division will continue to focus its acquisition-related activities on Europe. 110 gradual acquisition and integration strategy. Essentially, GfK will pursue its gradual acquisition strategy adopted several years ago. In line with this strategy, GfK generally prefers to initially acquire a stake of over 50 per cent in a company. The possible further acquisition of shares in the target company of up to 100 per cent is already agreed at the time of contract conclusion for the majority shareholding. The acquisition of additional shares is linked to the achievement of sales and income targets. This gradual procedure is aimed at motivating the management, owners and employees of newly acquired companies to promote the business of their company and its integration in the GfK network, thereby minimizing the acquisition-related risk. focusing on market research. GfK is confident that as a company specializing exclusively in market research, it is in an excellent position. The Group believes that its focus on this particular service-based business segment gives it a decisive competitive edge. Accordingly, GfK intends to continue to make use of any market opportunities arising in this segment which focus on providing services, and further expand its position in the market. FINANCIAL S TAT E M E N T S FINANCIAL STATEMENTS FOR THE GfK GROUP 112 Consolidated income statement 113 Consolidated balance sheet 114 Consolidated funds statement 115 Changes in consolidated shareholders’ equity 116 Notes to the consolidated financial statements for 2003 116 General information 116 Methods of consolidation 116 Currency conversion 116 Accounting and valuation methods 120 Scope of consolidation and major acquisitions 121 Notes to the consolidated income statement 125 Notes to the consolidated balance sheet 126 Consolidated fixed assets schedule 132 Proposed appropriation of profits 137 Segment reporting 138 Pro forma statements in accordance with sfas 141 139 Changes since the previous year 139 Number of employees 139 Total remuneration and shares of the Management Board and Supervisory Board 140 Supervisory Board 141 Management Board 141 Declaration on the Corporate Governance Code 142 Shareholdings of the GfK Group 148 Auditors’ report Consolidated income statement for the period 1 January to 31 December 2003 in eur’000 Sales 2002 23., p. 138 559,373 595,282 – 394,831 – 402,585 164,542 192,697 – 117,287 – 125,412 23., p. 138 47,255 67,285 1., p. 122 – 3,627 – 925 43,628 66,360 6,378 3,108 50,006 69,468 Cost of sales Gross income from sales Selling and general administrative expenses Operating income Other income less other expenses ebit before income from participations Net income from participations 2003 2., p. 122 ebit after income from participations Net interest income 3., p. 122 – 2,329 – 2,020 Net other financial income 4., p. 123 – 2,396 – 1,179 45,281 66,269 – 15,277 – 25,208 Consolidated total income before minority interests 30,004 41,061 Minority interests’ share of total income – 4,331 – 7,739 Consolidated total income 25,673 33,322 0.98 1.28 Result from ongoing business activity Taxes on income and earnings Earnings per share, undiluted (in eur) The Notes below form an integral part of the consolidated financial statements. 5., p. 123 6., p. 125 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 2003 in eur’000 31.12.2002 31.12.2003 Assets Intangible assets 7., p. 125 163,048 189,136 Tangible assets 8., p. 128 69,718 66,095 Financial assets 9., p. 128 31,040 29,760 p. 126 263,806 284,991 1,519 1,406 Fixed assets Inventories Trade receivables 10., p. 129 119,336 125,487 Other accounts receivable and other assets 11., p. 129 16,351 13,197 Securities 13., p. 130 7,350 7,538 45,167 53,241 189,723 200,869 9,324 8,327 6,701 7,816 Total assets 469,554 502,003 of which short-term 197,819 210,352 Subscribed capital 66,872 66,872 Capital reserve 87,098 87,098 Retained earnings 27,357 53,062 Liquid funds Current assets Deferred taxes p. 123 Prepaid expenses Shareholders’ equity and liabilities Other comprehensive income Shareholders’ equity p. 132 177 – 2,887 14., p. 130 181,504 204,145 17,623 25,488 Minority interests Provisions 15., p. 132 69,636 74,742 Financial liabilities 16., p. 134 72,882 66,607 Trade payables 17., p. 135 Liabilities on orders in progress Other liabilities 18., p. 135 Provisions and liabilities Deferred taxes Deferred income p. 123 36,318 28,156 56,015 62,677 28,663 30,515 263,514 262,697 6,004 9,088 909 585 Total liabilities 288,050 297,858 of which short-term 203,118 198,178 Total shareholders’ equity and liabilities 469,554 502,003 The Notes below form an integral part of the consolidated financial statements. 113 Consolidated funds statement for the period 1 January to 31 December 2003 in eur’000 Consolidated total income before minority interests Write-down/write-up of intangible assets Write-down/write-up of tangible assets Write-down/write-up of financial assets 2003 30,004 41,061 8,995 8,846 15,363 15,931 491 3,508 Change in deferred taxes – 211 3,831 Income from companies valued at equity, not affecting payment – 177 – 154 618 – 1,651 Net interest income affecting payment 2,269 1,715 Increase/decrease in provisions 2,427 6,024 577 301 19,622 – 10,715 Profit/loss from the disposal of fixed assets Other expenses/revenue not affecting payment Increase/decrease in inventories, receivables and other assets, not attributable to investment or financing activity Increase/decrease in liabilities and other liabilities, not attributable to investment or financing activity a) Cash flow from ongoing business activity Cash outflows for investment in intangible assets – 10,674 524 69,304 69,221 – 9,522 – 9,576 Cash outflows for investment in tangible assets – 19,051 – 11,390 Cash outflows from the acquisition of consolidated companies and other business units – 44,088 – 22,481 – 3,913 – 4,270 83 337 Cash outflows for investment in other financial assets Cash inflows from disposal of intangible assets Cash inflows from disposal of tangible assets Cash inflows from disposal of consolidated companies and other business units Cash inflows from disposal of other financial assets 1,601 476 0 1,404 1,698 2,755 – 73,192 – 42,745 Cash outflows to company owners – 4,441 – 5,224 Cash inflows from/outflows to minority interests – 1,703 – 3,011 Net interest income – 2,269 – 1,715 Cash inflows from the raising of loans 34,692 11,392 b) Cash flow from investment activity Cash outflows from the repayment of loans – 23,346 – 17,664 c) Cash flow from financing activity 2,933 – 16,222 Changes in liquid funds affecting payment (total of a), b) and c)) – 955 10,254 Changes in liquid funds owing to exchange gains/losses, scope of consolidation and valuation – 1,433 – 2,180 Liquid funds at the start of the period 47,555 45,167 Liquid funds at the end of the period 45,167 53,241 The Notes below form an integral part of the consolidated financial statements. 114 2002 Changes in consolidated shareholders’ equity F I N A N C I A L S TAT E M E N T S Changes in consolidated shareholders’ equity for the period 1 January 2002 to 31 December 2003 in eur’000 Other comprehensive income As at 1 January 2002 No. of shares (in thousand) Subscribed capital Capital reserve Retained earnings Difference from currency conversion 26,122 66,872 87,098 6,366 2,814 Market valuation of securities Difference from pension valuation Valuation of cash flow hedges Total 11 – 34 0 163,127 Dividend – 4,441 – 4,441 Consolidated total income after tax 25,673 25,673 – 241 – 241 Other changes Other comprehensive income As at 31 December 2002 26,122 66,872 87,098 27,357 – 2,623 – 25 34 0 – 2,614 191 – 14 0 0 181,504 Dividend – 5,224 Consolidated total income after tax 33,322 33,322 Other changes – 2,393 – 2,393 Other comprehensive income As at 31 December 2003 26,122 66,872 87,098 53,062 – 5,224 – 3,205 51 0 90 – 3,064 – 3,014 37 0 90 204,145 The Notes below form an integral part of the consolidated financial statements. 115 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 3 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. Since financial year 2002, the GfK Group has no longer prepared 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, pursuant to § 292 a hgb, the GfK Group is exempt from the duty to prepare consolidated financial statements in accordance with hgb. The annual financial statements of the parent company, GfK ag, have been prepared in accordance with hgb and are filed with the Commercial Register at the district court of Nuremberg under hr b 9398. Pursuant to § 264b hgb, GfK Marketing Services GmbH & Co. kg, Nuremberg, is exempt from preparing annual financial statements and a management report, having these audited and disclosing these in accordance with the provisions for corporations under §§ 264 et seq. 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 significant 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 on the basis of 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 positive difference arising on the balance sheet is reported under fixed assets as goodwill. 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 carried out separately for every part-acquisition. The acquisition costs included in capital consolidation comprise the equity net book value and the acquisition costs for the majority acquisition. 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 mean 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 income for the year on 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 31.12.2002 31.12.2003 2002 2003 usa, usd 1 0.96 0.80 1.05 0.88 uk, gbp 1 1.54 1.42 1.59 1.44 Japan, jpy 100 0.81 0.75 0.85 0.76 68.84 64.11 68.21 65.65 Switzerland, chf 100 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. Any difference on the assets side arising from offsetting the book value of the participation against the 116 Euro average rate during reporting period Accounting and valuation methods GfK has applied the same accounting and valuation methods as used in the previous year’s consolidated financial statements. Any accounting, valuation and consolidation methods that deviate from German legislation (hgb) are listed in the separate explanatory notes to the consolidated financial statements in accordance with § 292 a hgb. Notes: accounting and valuation methods F I N A N C I A L S TAT E M E N T S 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 Research 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 terms of amount. Where over 50% of the costs occur in the following month, the sales are recognized with one month’s delay. 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 recognizable sales at the point in time at which they can be anticipated. The costs to be included in this calculation comprise all direct cost of sales and personnel expenses as well as pro rata indirect costs. Provisions are set up for anticipated losses on orders in progress when they can be anticipated. 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 invoiced. 2002 2003 25,673 33,322 0 0 – 4,584 – 3,466 21,089 29,856 Earnings per share in eur 0.98 1.28 Pro forma earnings per share in eur 0.81 1.14 Earnings per share (diluted) in eur 0.98 1.28 Pro forma earnings per share (diluted) in eur 0.81 1.14 Consolidated total income Plus: personnel expenses (after tax) in connection with stock-based compensation on application of apb 25 Less: total personnel expenses (after tax) in connection with stock-based compensation on application of the accounting method based on fair values (sfas 123) Pro forma consolidated total income Intangible assets Software As a rule, software developed by companies in the GfK Group is used internally for analyzing and processing market research data. In some cases, it is destined for external users and was written specifically to meet user requirements. 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. Earnings per share Goodwill 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. 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. There is no dilution effect arising from the stock options issued as at 31 December 2003. Stock options for employees and executives of the GfK Group 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. The following table shows the effects on consolidated total income and the eps which would have resulted had sfas 123 “Accounting for Stock-Based Compensation” been applied to all issued options. 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. The GfK Group checks the valuation of its goodwill once a year and when triggering events or changed circumstances arise by making a management accounting valuation which is calculated as the mean of several valuation procedures. 117 Other intangible assets Inventories 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. Inventories are stated at acquisition or manufacturing costs, or fair value if lower. The manufacturing costs are entered at full cost. 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. The GfK Group normally applies the following useful life periods: Asset Software and other intangible assets Administrative buildings it equipment Cars and other vehicles Office equipment Office furniture Useful life in years 3 to 10 50 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. 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. Liquid funds The liquid funds contain cash on hand and in banks as well as liquid investments with a remaining term of less than three months. 3 to 5 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. 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 other comprehensive income within equity with no impact on income. 118 Trade receivables 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 passed. Deferred tax assets accordingly consist of theoretical tax balances resulting from comparing the us gaap balance sheet with the local tax balance sheet, and from the theoretical tax advantage arising from tax loss carryforwards. If it is unlikely that these theoretical tax credits 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, as well as unrealized profits and losses from derivative financial instruments. Notes: accounting and valuation methods F I N A N C I A L S TAT E M E N T S Provisions New developments in accounting In principle, provisions are set up when there is an obligation to a third party which is likely to be enforced and the level can be estimated reliably. If the obligation contains an interest portion, the provision will be stated at the present value. Standard sfas 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, was published in April 2003. The Standard relates to sfas 133, “Accounting for Derivative Instruments and Activities”, and contains supplementary rules and explanations. It applies to contracts entered into or modified after 30 June 2003. This Standard was taken into account when reporting the derivative financial instruments in the consolidated financial statements of GfK. 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. Liabilities on orders in progress Liabilities on orders in progress comprise payments on account and accrued amounts from the 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 methods. Derivative financial instruments Derivatives are reported as assets or liabilities on the balance sheet (sfas 133 and sfas 149) and carried at fair value. Depending on their type, changes in the fair value of the derivative financial instruments are recognized in the relevant period either in income or, if they have no impact on income, in other comprehensive income. Consolidated funds statement The funds statement shows the changes to the balance sheet item liquid funds resulting from cash flows from ongoing business activity, investment activity and financing activity. Some entries in the consolidated funds statement are derived indirectly from changes to balance sheet entries. These are adjusted for the effects of currency translations and changes in the scope of consolidation. As a consequence, only a limited reconciliation is possible between the changes in the balance sheet items according to the consolidated funds statement regarding the arithmetical changes in the consolidated financial statements, the fixed assets schedule and other information from the notes to the financial statements. Standard sfas 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, was published in May 2003. This provides that certain financial instruments, which are eligible for classification as either equity or as liabilities, must be treated as liabilities. Changes to the market values of such instruments must in general be accounted for through the income statement. sfas 150 applies to financial instruments issued or modified after 31 May 2003. There is no impact on the consolidated financial statements of GfK. Also in May 2003, Interpretation eitf 01-8, “Determining Whether an Arrangement Contains a Lease”, was adopted, which provides detailed information about specific rules of sfas 13, “Accounting for Leases”. In eitf 01-8, a model is used to illustrate the provisions in contracts on the basis of which the existence of a leasing relationship can be identified if there are no explicit provisions to that effect. eitf 01-8 applies equally to lessors and lessees. The interpretation applies to all agreements which have been concluded, modified or acquired after 28 May 2003. eitf 01-8 has no impact on the consolidated financial statements of GfK. In June 2003, the fasb published fasb Staff Position (“fsp”) fin 45-1, “Accounting for Intellectual Property Infringement Indemnifications under fasb Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. fsp fin 45-1 deals with the accounting for damages in respect of infringements of intellectual property rights, and details are given, the presence of which will bring such damages within the scope of fin 45. There is no impact for the GfK Group. In September 2003 the fasb published fasb Staff Position sfas 146-1, “Determining Whether a One-Time Termination Benefit Offered in Connection with an Exit or Disposal Activity Is, in Substance, an Enhancement to an Ongoing Benefit Arrangement”. In accordance with this Staff Position, restructuring measures are to be treated not as one-off contributions but as extensions to benefit arrangements if they have long-term impact on existing benefit arrangements and do not only have short-term impact limited to a specific measure or to a certain period. The fsp applies to accounting periods beginning after 15 September 2003. It has no impact on the consolidated financial statements of the GfK Group. 119 In October 2003, fasb Staff Position fin 46-6, “Effective Date of fasb Interpretation No. 46, Consolidation of Variable Interest Entities”, was published. This revises the effective date of Statement fin 46, which deals with the treatment of “Variable Interest Entities”. The GfK Group has no variable interest entities. In November 2003, Interpretation eitf 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, was adopted. This requires the provision of additional information in the notes to the financial statements if securities are devalued without income statement impact due to a temporary fluctuation in value. The reason for the devaluation must be set out, and the devaluation amount as well as the fair value of the affected securities must be stated. The Interpretation applies to the financial years ending after 15 December 2003. The GfK Group has undertaken no material devaluations of securities without income statement impact. In December 2003, the fasb published fasb Staff Position fin 45-2, “Whether fasb Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, Provides Support for Subsequently Accounting for a Guarantor’s Liability at Fair Value”. This clarifies that fin 45 governs the valuation of guarantees granted at the fair value only at the time of their issue and not for any later date. For later dates, guarantees must be valued according to the general accounting principles. To date, fsp fin 45-2 has had no impact on the GfK Group. fasb Staff Position fin 46-8, “Evaluating Whether as a Group the Holders of the Equity Investment at Risk Lack the Direct or Indirect Ability to Make Decisions about an Entity’s Activities through Voting Rights or Similar Rights under fasb Interpretation No. 46, Consolidation of Variable Interest Entities”, was also published in December 2003. In accordance with fin 46, variable interest entities are concerned and are to be consolidated by interest groups which do not participate in the equity of the company, when external third parties rather than the holders of the equity investment have the ability to take important decisions concerning the entity. fsp fin 46-8 provides more details about how the criterion of the lack of the ability of the holders of the equity investment to make decisions is to be interpreted. The GfK has no variable interest entities. A further publication in December 2003 was that of the revised Standard sfas 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits – an amendment of fasb Statements No. 87, 88 and 106”. This significantly expands the pension provision details that are to be included in the Notes to the financial statements, especially concerning the plan assets. In the case of listed companies, sfas 132 already applies in principle for financial years ending after 15 December 2003. Specific disclosure obligations apply only with effect from financial years ending after 15 June 2004. GfK has expanded the Notes to its 2003 financial statements to comply with the necessary disclosure requirements of sfas 132. 120 Estimates 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 and the income and expenses for the financial year. The actual amounts concerned may deviate from such estimates. Scope of consolidation and major acquisitions Fully consolidated companies As at 31 December 2003, the scope of consolidation in accordance with us gaap includes twelve (2002: ten) German and 80 (2002: 81) foreign subsidiaries in addition to the parent company. The following table shows the changes in fully consolidated subsidiaries between 1 January 2003 and 31 December 2003: Fully consolidated subsidiaries (No.) 1.1. 2003 Additions Disposals Germany 10 2 0 31.12.2003 12 Abroad 81 3 4 80 Total 91 5 4 92 On 1 January 2003, GfK Media Ltd., London, uk, a company operating in the Media segment, was founded. In June GfK acquired a majority interest in Inform Business Development Pty. Ltd., Sydney, Australia. The company operates in the Non-Food Tracking segment. With effect from 1 July 2003, GfK acquired a majority interest in the Non-Food Tracking segment company media control GfK international GmbH, Baden-Baden, as well as a majority stake in the HealthCare segment company v2 GfK llc, Blue Bell, Pennsylvania, usa. In August, GfK Non-Food Tracking Holding GmbH was established, registered in Nuremberg. Since 31 December 2003, the company has acted as an international holding company for European, Australian and Asian GfK Group companies operating in the Non-Food Tracking segment. The purchase price for the above acquisitions amounted to a total of eur 20,078 thousand. This gave rise to a goodwill figure of eur 19,730 thousand, which relates to the Non-Food Tracking and HealthCare segments. Notes: scope of consolidation Encodex b.v., Amstelveen, Netherlands, was liquidated on 1 January 2003. Borell Market Research ab, Stockholm, Sweden, has been in liquidation since September 2003. The business of adval sarl, Issy les Moulineaux, France, was taken over on 1 January 2003 by Institut de Sondage Lavialle (isl) s.a., Issy les Moulineaux, France; the company was wound up on 30 September 2003. The business of ps – Martin Hamblin Limited, London, uk, has been carried on since 1 January 2003 by Martin Hamblin GfK Limited, London, uk. The four companies were deconsolidated for these reasons. F I N A N C I A L S TAT E M E N T S Associated companies The following table shows the changes in associated companies between 1 January 2003 and 31 December 2003: Associated companies (No.) 1.1. 2003 Additions Disposals 3 0 0 3 Abroad 24 3 3 24 Total 27 3 3 27 Germany 31.12.2003 Companies of minor importance The GfK Group did not include 35 (2002: 31) 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. Following the acquisition of further shares in the former “other participation” gral-iteo tržne raziskave d.o.o., Ljubljana, Slovenia, GfK now has a majority stake in this company. However, as a company of minor importance it has not been consolidated in the year under review. ps – Martin Hamblin Limited, London, uk, was deconsolidated, because it is no longer trading. Borell Market Research ab, Stockholm, Sweden, was deconsolidated due to the commencement of bankruptcy proceedings. These companies are of minor importance to GfK’s consolidated financial statements for the above reasons. In Brussels, Belgium, GfK – european opinion research centre eeig was established. As part of the acquisition of media control GfK international GmbH, Baden-Baden, its subsidiaries Media Control ag, Zurich, Switzerland, and Media Control Marketing Research España, s.l., Madrid, Spain, became part of the GfK Group. These companies are of minor importance. prisma Projekt-Beratung GmbH, Hamburg, was merged with GfK prisma Institut für Handels-, Stadt- und Regionalforschung GmbH & Co. kg, Hamburg. The consolidated financial statements as at 31 December 2003 report participations in 27 (2002: 27) associated companies. Brand Index vof, Hilversum, Netherlands, was established. Due to a reduction in the level of participation, i+g Infratest Medical Research Inc., Rhode Island, usa, is now classified as an associated company. The participation in Intelect Partnership, Port Washington, New York, usa, was replaced by an equal holding in npd Intelect, l.l.c., Port Washington, New York, usa. The participations in Holden Pearmain Research Ltd., London, uk, and Isometric Solutions, llc, Minneapolis, usa, were sold. Other participations The number of other participations decreased by comparison with the previous year from nine to seven. The participation in Centrum voor Marketing Analyses b.v., Amsterdam, Netherlands, was sold. Following an increase in its shareholding, the GfK Group now has a majority interest in gral-iteo tržne raziskave d.o.o., Ljubljana, Slovenia. Notes to the consolidated income statement The breakdown of sales by region and segment is shown as part of the segment reporting (section 23). The participation in i+g Infratest Medical Research Inc., Rhode Island, usa, was reduced, so that the company is now classified as an associated company. The majority interest in i+g Infratest & GfK Gesundheitsforschung (Suisse) GmbH, Basel, Switzerland, was disposed of during the year under review. On aggregate, external sales, total assets and net income for the year of these companies amount to less than 2 % of the corresponding figures from the consolidated financial statements in each case. 121 1. Other income less other expenses The breakdown of other income and expenses is as follows: 2002 2003 2,166 6,219 Income from deconsolidation 197 447 Income from rental and lease agreements 500 500 Income from previous reporting periods 913 280 Exchange gains Profits from the disposal of tangible and intangible assets 188 213 Miscellaneous 1,060 811 Other income 5,024 8,470 Profits from the disposal of participations in associated companies and other participations were affected in the previous year by a book gain of eur 3,001 thousand arising in connection with the splitting of Infratest + GfK Gesundheitsforschung GmbH & Co., Berlin. During the year under review, this item comprises primarily the profit of eur 1,562 thousand on disposal of the participation in Centrum voor Marketing Analyses b.v., Amsterdam, Netherlands. Depreciation of participations in affiliated and associated companies comprise primarily GfK do Brasil s/c Ltda., São Paulo, Brazil (eur 1,500 thousand) and m2a s.a., Saint Aubin, France (eur 1,000 thousand). 3. Net interest income Exchange losses 4,259 6,246 Expenses from deconsolidation 441 1,237 Losses from the disposal of tangible and intangible assets 208 391 Expenses under rental and lease agreements 488 370 25 303 Expenses from previous reporting periods Miscellaneous 3,230 848 Other expenses 8,651 9,395 – 3,627 – 925 Other income less other expenses Miscellaneous other income essentially contains income from further offsetting and transitory items (eur 288 thousand) and insurance recoveries (eur 154 thousand). Miscellaneous other expenses essentially comprise personnelrelated expenses (eur 129 thousand), charitable donations (eur 129 thousand) and bank charges (eur 123 thousand). 18 Income from participations in associated companies 2,846 4,167 Profits from the disposal of participations in associated companies and other participations 3,606 1,569 8 21 6,515 5,775 Expenses from loss transfer from affiliated companies 78 55 Depreciation on participations in affiliated and associated companies 35 2,550 Expenses on participations Net income from participations 122 2003 55 Losses from the disposal of participations in affiliated and associated companies 736 Interest income from other loans 393 292 Interest income from receivables 500 182 0 178 Income from derivative financial instruments Interest income from available-for-sale securities 15 4 Interest income from affiliated companies 28 46 Interest income from associated companies 373 339 Interest income 2,176 1,777 Interest and similar expenses due to banks 2,885 2,306 Interest and similar expenses due to others 1,591 1,410 29 29 Interest and similar expenses due to affiliated companies Net interest income 2002 Income from participations 2003 867 Interest expenses Net income from participations is as follows: Income from other participations 2002 Interest income from bank balances Miscellaneous interest expenses 2. Net income from participations Income from participations in affiliated companies Net interest income is as follows: 24 62 137 2,667 6,378 3,108 0 52 4,505 3,797 – 2,329 – 2,020 Notes: consolidated income statement F I N A N C I A L S TAT E M E N T S The Group’s taxes on income are as follows: 4. Net other financial income Net other financial income breaks down as follows: 2002 Income from derivative financial instruments Profits from securities held as current assets Write-ups on securities held as current assets Miscellaneous other financial income Other financial income 2002 2003 0 616 Germany (before consolidation measures) 111 156 Abroad (before consolidation measures) 2 123 29 0 142 895 0 1,940 Losses from securities held as current assets 1,331 98 Losses from disposal of loans to associated companies 1,194 0 13 36 Miscellaneous other financial expenses Other financial expenses Net other financial income 2,538 2,074 – 2,396 – 1,179 Income from derivative financial instruments arise mainly from the valuation at the balance sheet date of a Swiss franc cross currency swap. The write-downs on loans to associated companies relate to loans to the bwv Group, Switzerland (eur 888 thousand) and loans to Caribou Lake Software, llc, Minneapolis, usa (eur 1,052 thousand). The loss of eur 1,194 thousand reported in the previous year from the disposal of loans to associated companies related to the waiver of a loan to mmxi Europe b.v., Amsterdam, Netherlands, in connection with the disposal of the participation. 5. Taxes on income and earnings The result before income taxes is divided between Germany and abroad as follows: 2002 2003 Germany (after consolidation measures) 32,444 19,130 Abroad (after consolidation measures) 12,837 47,139 Result from ongoing business activity 45,281 66,269 4,982 8,061 10,505 13,442 15,487 21,503 6,828 2,576 Deferred taxes Germany Abroad Write-downs on loans to associated companies 2003 Current taxes Taxes on income and earnings – 7,038 1,129 – 210 3,705 15,277 25,208 The tax advantage from the utilization of loss carryforwards during financial year 2003 amounts to eur 1,401 thousand (2002: eur 1,079 thousand). Adjustments in deferred taxes because of changes in the underlying tax rates reduced tax expenses by a further eur 156 thousand (2002: eur 519). It was not necessary to revalue the deferred tax assets existing at the start of the year to take account of the likelihood that deferred tax assets will be recognized (in 2002 the tax advantage was eur 317 thousand). Similarly, government investment tax credits had no impact on income tax (in 2002 there had been a reduction in taxes of eur 122 thousand). The tax rates used to calculate deferred taxes for the German companies with registered offices in Nuremberg 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 % (2002: 5.5 %) on the corporation tax debt paid as well as the effective trade tax rate of 13.449 % (2002: 13.160 %). The flood victim solidarity law (“Flutopfersolidaritätsgesetz”) passed in September 2002 caused a non-recurring rise in the corporation tax rate from 25 % to 26.5 % for financial year 2003. This results in a tax rate of 39.824 % as at 31 December 2003. In the previous year, a tax rate of 41.118 % was applied for deferred taxes which were expected to be written back in 2003. Other deferred taxes were calculated at a tax rate of 39.824 %. With effect from 1 January 2004, a change in tax legislation means that gains from disposals of participations in corporations as well as dividends from German companies are no longer exempt from tax. Tax applies to 5 % thereof. Losses on disposals remain non tax deductible. This amendment in tax legislation does not give rise to any material impact on the present consolidated financial statements of the GfK Group. The deferred taxes of the remaining German companies and the foreign companies are calculated at the respective countryspecific tax rates. 123 The following table contains a reconciliation of the anticipated income tax expense to the income tax expense stated in financial year 2003. To calculate the anticipated tax expenses, the tax rate of the parent company, GfK ag, valid during the financial year is multiplied by the pre-tax result. 2003 Total tax rate Expected income tax Increase/reduction in income tax debt resulting from: differences in tax rates change in permanent differences tax-exempt income from the disposal of participations adjustment of deferred tax due to tax rate changes income from participations valued at equity, not eligible for tax change in valuation allowance for deferred tax assets consolidation of taxable income from participations additional tax payments or refunds from previous years deviating tax base other tax-exempt income other non-deductible expenses other Tax expenses reported 41.118 % 27,248 The deferred taxes result from the following balance sheet items: 31.12.2002 31.12.2003 3,596 2,872 Tangible assets 613 713 Financial assets 210 567 14,551 1,641 465 214 Intangible assets Inventories Accounts receivable and other assets Prepaid expenses 6 19 – 4,281 Provisions 3,803 3,670 – 3,021 Liabilities 10,031 20,896 – 552 Deferred income Loss carryforwards and tax credits – 156 122 60 6,232 5,249 Deferred tax assets before valuation allowance 39,629 35,901 78 Valuation allowance – 1,691 – 1,780 298 Deferred tax assets 37,938 34,121 Intangible assets – 3,774 – 5,403 617 Tangible assets – 9,069 – 8,777 – 803 Financial assets – 416 – 180 4,184 Inventories – 110 – 210 – 17,082 – 17,196 – 78 – 112 315 1,303 – 22 25,208 Accounts receivable and other assets Prepaid expenses Special reserve item In 2002, the stated tax expenses of eur 15,277 thousand were eur 2,756 thousand less than the anticipated tax expenses of eur 18,033 thousand. The difference resulted essentially from tax-free income from the disposal of participations (eur –1,652 thousand), miscellaneous tax free profits (eur – 817 thousand) as well as other non-deductible expenses (eur 2,446 thousand) and tax rate differences (eur – 2,631 thousand). 0 – 402 Provisions – 1,155 – 1,156 Liabilities – 2,576 – 1,414 Deferred income Deferred tax liabilities Net deferred tax assets (liabilities) – 358 – 32 – 34,618 – 34,882 3,320 – 761 After netting out, the deferred taxes are reported in the balance sheet as follows: 31.12.2002 Total Deferred tax assets Deferred tax liabilities Net deferred tax assets (liabilities) 124 31.12.2003 of which long-term Total of which long-term 9,324 5,097 8,327 4,822 – 6,004 – 4,084 – 9,088 – 5,490 3,320 1,013 – 761 – 668 Notes: consolidated balance sheet The total income tax expenses in shareholders’ equity are as follows: Tax expenses reported Tax expenses on components of the other comprehensive income Total income tax expenses in shareholders’ equity F I N A N C I A L S TAT E M E N T S Notes to the consolidated balance sheet 2002 2003 15,277 25,208 216 66 15,493 25,274 As at 31 December 2003, the Group had domestic tax loss carryforwards amounting to eur 2,106 thousand (2002: eur 2,386 thousand) and foreign tax loss carryforwards of eur 14,344 thousand (2002: eur 15,875 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 9,611 thousand may be carried forward without limit or for a period of more than 15 years, and the amount of eur 4,733 thousand is available for carryforward until 2013 or earlier. 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 expected future performance, it is assumed more likely than not that the relevant benefits of the recognized deferred tax credits 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 1,780 thousand (2002: eur 1,691 thousand) was applied. The eur 89 thousand increase in the valuation allowance on deferred tax assets is essentially due to the change in deferred tax assets at the affected companies. A breakdown of the fixed assets and their development during the reporting period is given in the consolidated fixed assets schedule. Non-scheduled depreciation of eur 3,489 was incurred. This relates exclusively to write-downs of financial investments. Further details are set out in the above explanatory comment on net income from participations and net other financial income. In all cases, the basis for the write-down is that the expected discounted future cash flows from these financial investments are less than the book value. 7. Intangible assets Software Software breaks down as follows: 31.12.2002 31.12.2003 Software as per sfas 86 1,985 391 Software as per sop 98-1 17,502 16,734 Other software Software 6,617 5,617 26,104 22,742 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. Goodwill 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. 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 2003. 6. Earnings per share Other intangible assets Consolidated total income Number of shares outstanding – non-diluted – Number of shares outstanding – diluted – 2002 2003 25,673 33,322 26,121,998 26,121,998 Other intangible assets are as follows: 26,121,998 Other intangible assets 26,121,998 Payments on account for intangible assets Earnings per share in eur 0.98 1.28 Earnings per share (diluted) in eur 0.98 1.28 Other intangible assets 31.12.2002 31.12.2003 937 3,510 367 1,111 1,304 4,621 125 Consolidated fixed assets schedule in eur’000 acquisition and manufacturing costs Change Brought in scope forward to Currency of consoli- Reclassi- Equity As at 1.1. 2003 effects dation Additions Disposals fications adjustment 31.12. 2003 1. Software 53,919 – 1,580 856 5,892 1,824 198 2. Goodwill 177,195 – 190 25,124 1,336 398 3,910 186 – 169 12,789 25,980 11,138 2,408 29 273,317 674 7 403 32,105 11,595 8,295 – 356 124,107 I. Intangible assets 3. Other intangible assets 10,639 – 1,405 241,753 – 3,175 31,885 – 850 122,754 – 2,079 57,461 203,067 II. Tangible assets 1. Land, land rights and buildings, including buildings on land owned by third parties 2. Other equipment, fixtures and fittings 3. Leased items 488 27,442 – 16 18 1,283 660 – 76 27,991 182,081 – 2,945 506 13,552 8,962 – 29 184,203 5,222 – 36 162 112 41 1,597 7,016 50 100 III. Financial assets 1. Shares in affiliated companies 2. Loans to affiliated companies 3. Participations in associated companies 200 14,523 – 1,033 4. Loans to associated companies 6,311 – 50 94 5. Other participations 2,143 – 11 2,130 134 6. Payments on account for shareholdings 7. Available-for-salesecurities 8. Other loans 126 150 333 13,689 6,355 865 – 1,597 1,800 161 161 753 –9 31 11 764 8,868 – 23 1,833 451 10,227 38,020 – 1,162 162 4,411 1,602 333 40,162 461,854 – 7,282 26,648 29,101 12,972 333 497,682 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- Reclassi- As at 1.1. 2003 effects dation Additions Disposals fications 31.12. 2003 27,815 – 629 543 8,502 1,594 82 34,719 22,742 26,104 41,294 161,773 135,640 41,555 – 261 9,335 – 1,325 78,705 – 1,954 9,391 – 323 90,174 – 1,157 282 – 83 344 186 8,846 1,780 903 3 12,990 7,907 113 82 31.12. 2003 31.12. 2002 8,168 4,621 1,304 84,181 189,136 163,048 9,968 22,137 22,494 94,130 29,977 32,580 12,798 –2 5 2,038 634 – 195 14,010 13,981 14,644 112,363 – 1,482 – 78 15,931 8,544 – 82 118,108 66,095 69,718 1,172 – 34 318 1,549 3,005 4,011 4,050 19 –7 12 138 181 13,689 14,523 5,815 540 2,078 1,520 280 623 4,233 – 358 1,940 1,520 161 36 –1 19 4 50 714 717 10,227 8,868 6,980 – 400 318 3,508 4 10,402 29,760 31,040 198,048 – 3,836 522 28,285 10,328 212,691 284,991 263,806 127 The expected amortization expenses for intangible assets within the next five financial years are as follows: Expected amortization expenses 2004 6,432 2005 4,977 2006 2,563 2007 1,950 2008 1,370 The capitalized leased assets consist of eur 15,717 thousand (2002: eur 15,576 thousand) in respect of buildings and eur 12,275 thousand (2002: eur 11,866 thousand) in respect of tangible assets. Net of cumulative depreciation, the resultant book value is eur 11,862 thousand (2002: eur 12,120 thousand) for buildings and eur 2,119 thousand (2002: eur 2,524 thousand) for tangible assets. The future minimum lease payments under such agreements are due as follows as at 31 December 2003: 8. Tangible assets 2004 2,542 Leasing 2005 2,200 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. 2006 1,955 2007 1,803 a) Operating leases The following payments under operating lease agreements were carried as expenses: Minimum lease payment Contingent lease payment Less sub-lease payments received Lease payments 2002 2003 16,129 15,092 544 391 – 157 – 469 16,516 15,014 The future minimum lease payments arising from such agreements are due as follows as at 31 December 2003: 2008 14,766 2005 11,121 2006 8,644 2007 6,881 5,396 Subsequent years 10,124 Future minimum lease payments under operating leases 56,932 1,644 Subsequent years 13,175 Future minimum lease payments under capital leases 23,319 Less: (interest expenses in particular) – 6,232 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 17,087 thousand (2002: eur 15,760 thousand) of which eur 1,491 thousand (2002: eur 2,305 thousand) has a remaining term of under one year. 9. Financial assets 2004 2008 128 b) Capital lease 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: 17,087 Notes: consolidated balance sheet Company name and registered office Net income for the year emer GfK, s.l., Valencia, Spain F I N A N C I A L S TAT E M E N T S The reclassification of securities from fixed assets to current assets gave rise to neither profits nor losses (2002: profit of eur 14 thousand). 245 Each security is valued separately. fessel-GfK Institut für Marktforschung Ges.m.b.H., Vienna, Austria 1,147 GfK Asia Pte Ltd., Singapore, Singapore 1,712 GfK consumer and business information italy S.p.A., Milan, Italy – 600 GfK Custom Research Inc., Minneapolis, usa 992 GfK Danmark A/S, Frederiksberg, Denmark – 34 10. Trade receivables GfK Marketing Services GmbH & Co. kg, Nuremberg 8,498 third parties GfK Marketing Services Japan k.k., Tokyo, Japan 1,225 affiliated companies GfK Marketing Services Ltd., West Byfleet, Surrey, uk 2,423 associated companies GfK Marketing Services s.a., Rueil-Malmaison, France 2,018 other participations GfK Panelservices Benelux b.v., Dongen, Netherlands 1,160 GfK Sofema International sarl, Rueil-Malmaison, France 942 GfK Sverige Aktiebolag, Lund, Sweden – 1,321 gpi Kommunikationsforschung Gesellschaft für Pharma-Informationssysteme mbH, Nuremberg 953 iha Italia S.p.A., Milan, Italy – 352 iha-GfK ag, Hergiswil, Switzerland 4,126 Institut de Sondage Lavialle (isl) s.a., Issy les Moulineaux, France 270 Institut Français de Recherche – ifr s.a., Viroflay, France 3,209 Intomart b.v., Hilversum, Netherlands 488 Martin Hamblin GfK Limited, London, uk 311 v2 GfK llc, Blue Bell, Pennsylvania, usa*) 2,524 Loans to affiliated and associated companies include valueadjusted loans with a disbursed amount of eur 6,455 thousand (2002: eur 5,165 thousand). The accumulated write-downs on these loans amount to eur 5,827 thousand (2002: eur 4,252 thousand). Securities The following table shows an overview of the acquisition costs, fair values and unrealized profits and losses of the portfolio of available-for-sale securities: Equity securities 31.12.2002 31.12.2003 Acquisition costs 753 734 Fair value 717 714 Unrealized profit 0 29 Unrealized loss 7 7 The equity securities held in the portfolio at the end of the year have a remaining term of over one year. 31.12.2003 106,927 109,694 814 477 2,217 1,485 0 127 109,958 111,783 Receivables not yet invoiced to third parties Less: valuation allowance Trade receivables 15,629 20,036 125,587 131,819 – 6,251 – 6,332 119,336 125,487 Of the trade receivables, an amount of eur 63 thousand (2002: eur 57 thousand) has a remaining term of over one year. 11. Other receivables and assets 31.12.2002 31.12.2003 Receivables from tax and other authorities 5,236 4,121 Receivables from insurance companies 1,065 1,839 Guarantee deposits 1,324 1,429 Amounts owed by related parties 3,333 909 *) Net income for the year relates to the period from 1 July 2003 to 31 December 2003 Loans 31.12.2002 Invoiced trade receivables, in respect of Advance payments, credit balances and refund claims 775 708 Amounts owed by employees 957 496 Other receivables under share and asset deals 961 382 Stationery and office supplies and gifts 379 342 Other amounts owed by affiliated companies 660 1,210 2,363 2,088 Other amounts owed by associated companies Other assets 871 1,261 17,924 14,785 Less: valuation allowance – 1,573 – 1,588 Other receivables and assets 16,351 13,197 Of the other receivables and assets, an amount of eur 2,192 thousand (2002: eur 2,709 thousand) has a remaining term of over one year. The advance payments, credit balances and refund claims essentially comprise amounts owed by households, suppliers and employees. The proceeds from the sale of available-for-sale securities for financial year 2003 amount to eur 5 thousand (2002: eur 83 thousand). 129 12. Valuation allowances Valuation allowances developed as follows: Trade receivables Other receivables and assets 3,677 1,011 As at 31.12.2001 Changes in the scope of consolidation Additions 422 0 3,053 563 Utilization – 301 0 Release – 573 0 Currency difference As at 31.12. 2002 Changes in the scope of consolidation Additions Utilization Release Reclassification Currency difference As at 31.12. 2003 – 27 –1 6,251 1,573 10 0 2,212 26 – 604 – 10 – 1,495 0 11 0 – 53 –1 6,332 1,588 13. Securities The trading securities reported under current assets are carried at fair value. During the year under review, write-downs of eur 98 thousand and write-ups of eur 123 thousand were booked to the income statement. 14. Shareholders’ equity Subscribed capital As at 31 December 2003, 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. 130 In June 1999, the shareholders passed a resolution for a contingent increase in the company’s 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. The actual number of options for the first six tranches (2000/2005, 2001/2006, 2002/2007, 2003/2008, 2004/2009,2005/2010) results from division of this figure 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 was insufficient to service all the options which can be issued based on the authorization of the General Meetings dated 3 September 1999 and 13 June 2002. The subscribed capital was 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 two tranches of the programme as follows: – Members of the Management Board of GfK ag may hold a maximum of 30 % of the option rights being granted (previously 20 %). – 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 Notes: consolidated balance sheet between the respective previous accounts press conference and the Annual 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. Stock options Tranche 1 2 3 Term Total options 2000/2005 389,165 2001/2006 2002/2007 Of which Exercise Manageprice ment board in eur 76,5123) 85,2153) 375,725 85,2153) 380,300 55.20 41.71 24.14 Fair value information 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, 2002 and 2003 has been calculated at the date of granting the options on the basis of a Black-Scholes option pricing model, taking into account the terms of issue. The parameters used in determining the fair value and the totals based on these were as follows: Tranche Exercisable from to 20021) 20031) 20042) Options exercised 20051) – 20061) 20072) – 2003/2008 465,574 149,9993) 18.53 20052) 20082) – 5 2004/2009 471,1174) 133,3324) TBA 20062) 20092) – 6 2005/2010 500,0024) 133,3324) TBA 20072) 20102) – 1 2 3 4 Implicit volatility on date of issue 33 % 39 % 39 % 42 % Risk-free investment interest1) 5.2 % 4.8 % 4.7 % 2.8 % 5.58 5.59 5.55 5.55 Fair value per option in eur 16.42 12.92 7.63 7.30 Total value per programme 6,390 4,854 2,902 3,399 Term in years – 4 1) Yields on German public sector bearer bonds outstanding with average remaining terms of over five to six years inclusive. 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 halfyearly 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. The average weighted remaining term of the stock options as at 31 December 2003 was 3.6 years (2001: 4 years). Supplementary disclosures (valuation at fair value as at 31 December 2003) The following table shows the parameters and totals of the 4 issued tranches when valued at the 2003 year-end: 3) Including members of the Management Board who have since left the company. 4) Subscribed; entitlement to options does not yet exist; options not yet issued. Tranche The development of the stock options issued has been as follows: 2002 F I N A N C I A L S TAT E M E N T S 1 2 3 4 Implicit volatility on closing date 29 % 29 % 29 % 29 % Risk-free investment interest1) 2.8 % 3.1 % 3.4 % 3.7 % 2 3 4 5 0.10 1.13 5.88 9.34 40 426 2,238 4,346 Term in years 2003 Number of Options Average exercise price in eur/share Number of options Average exercise price in eur/share Balance at start of year 764,890 48.57 1,145,190 40.46 Options granted 380,300 24.14 465,574 18.53 Exercised – – – – Expired – – – – Repayments – – – – Balance at year-end 1,145,190 40.46 1,610,764 34.12 Exercisable at year-end 389,165 55.20 764,890 48.57 Fair value per option in eur Total value per programme 1) Swap rates with identical maturities. As at the reporting date of 31 December 2003, 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 2003 were used for the parameters. During financial year 2003, the Stock Options Programme involved no personnel expenses. 131 Other comprehensive income The changes in other comprehensive income are as follows: Unrealized profits/losses from market valuation of available-for-sale securities: Change in unrealized profits/losses Before tax 2002 Tax effect 2003 Tax effect Net 20 –9 2 –7 29 –9 – 14 5 –9 0 0 0 –9 0 –9 31 0 31 – 32 7 – 25 60 – 9 51 0 0 0 149 – 59 90 56 – 22 34 0 0 0 Difference from currency translation: capital consolidation and equity valuation – 2,422 – 201 – 2,623 – 3,207 2 – 3,205 Change in other comprehensive income – 2,398 – 216 – 2,614 – 2,998 – 66 – 3,064 Realized profits/losses owing to reclassification Differences from currency conversion Total unrealized profits/losses from available-for-sale securities Change in unrealized profits/losses from derivative financial instruments Difference from pension valuation Proposed appropriation of profits Provisions for pensions 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. These are 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 6,530 thousand (eur 0.25 per no-par share) to shareholders out of the retained profit for 2003 of eur 71,841 thousand and transfer eur 37,605 thousand to revenue reserves. The following tables provide more detailed information about the GfK Group’s pension plans. The projected benefit obligation (pbo) has developed as follows: 2002 Germany Projected benefit obligation as at 1.1. Price differences Abroad 2003 Germany Abroad 20,750 1,493 19,092 1,612 – – 93 – – 93 15. Provisions Service costs 1,098 200 447 188 The breakdown of provisions is as follows: Interest costs 1,096 46 941 48 – – – 9 Actuarial gains/losses –3,299 – 13 739 190 Benefits paid – 552 – 97 – 1,881 – 259 Plan amendments – 76 – – Settlements – – –4 – 19,093 1,612 19,334 1,695 Participant contributions 31.12.2002 Total > 1 year Provisions for pensions Provisions for taxes 132 Net Before tax 31.12.2003 Total > 1 year 19,235 17,939 19,045 18,470 5,788 607 9,651 0 Other provisions 44,613 4,356 46,046 5,517 Provisions 69,636 22,902 74,742 23,987 Projected benefit obligation as at 31.12. Notes: consolidated balance sheet The following table shows the development of plan assets: 2002 Germany Fair value of plan assets as at 1.1. Price differences Actual return on plan assets Employer contributions Abroad 2003 Germany Abroad 34 547 404 486 – – 37 – – 34 –3 1 10 –2 368 73 16 71 Participant contributions 5 – – – Benefits paid – – 20 – – 51 Settlements – – 78 – 337 – 99 404 486 93 371 Fair value of plan assets as at 31.12. The measurement date for plan assets in Germany is 31 December 2003. The anticipated contributions for the following year amount to eur 5 thousand. Due to the minor importance of the German pension fund, the supplementary disclosures according to sfas 132 have not been provided. The following table shows the reconciliation from the financing status of the plan assets to the amounts stated in the consolidated balance sheet: 2002 Germany Abroad 2003 Germany Abroad F I N A N C I A L S TAT E M E N T S The following values result for pension plans in which the accumulated benefit obligation (abo) exceeds the fair value of the plan assets: 2002 Germany Accumulated benefit obligation – abo Fair value of plan assets at the end of the reporting period Abroad 2003 Germany Abroad 15,846 1,182 16,394 1,097 404 486 93 371 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): 2002 2003 Discount rate 5.6 % 5.2 % Expected long-term return on plan assets 2.6 % 1.2 % Long-term compensation increase 5.1 % 4.5 % The period-related net pension expenses for financial years 2002 and 2003 contain the following items: 1,324 Components of pension expenses – 242 Service cost (present value of entitlement acquired during financial year) 1,098 166 447 188 Interest cost 1,096 32 941 48 Expected return on plan assets –2 –3 –4 –2 Included in the balance sheet Amortization of amounts from initial application of sfas 87 or sfas 106 –1 4 –1 3 Prepaid pension costs Realized gains and losses 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 18,689 – 519 11 18,181 1,126 – 84 – 67 975 19,241 – 1,230 10 18,021 – 58 1,024 – 79 – – – Pension provision 18,260 975 18,021 1,024 Minimum pension liability in other comprehensive income – – – – 18,181 975 18,021 1,024 Net figure reported Pension expenses (net) 2002 Germany Abroad 2003 Germany Abroad 176 9 – 21 2,367 208 1,383 258 Defined contribution plans 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 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 amounted to eur 4,367 thousand (2002: eur 3,758 thousand) in financial year 2003. 133 Other financial liabilities contain loan liabilities totalling eur 4,444 thousand (2002: eur 3,605 thousand) as at 31 December 2003, of which eur 3,588 thousand (2002: eur 3,502 thousand) concerned related parties. Other provisions The breakdown of other provisions is as follows: Personnel Invoices outstanding 31.12.2002 31.12.2003 29,821 31,337 1,838 2,882 Commitments to authorities and insurance companies 1,525 2,560 Sales 3,515 2,223 External accounting and auditing costs 1,704 1,930 34 1,065 Commitments to households, respondents etc. Commitments due to the letter of comfort 0 700 1,003 693 544 686 2 325 Anticipated losses on pending transactions 1,275 122 Miscellaneous 3,352 1,523 44,613 46,046 Lawyers’ and consultants’ fees Financial instruments Interest on payment of taxes for prior years Other provisions The provisions for employees comprise mainly commitments for the payment of bonuses (eur 11,636 thousand), holiday arrears (eur 8,567 thousand), severance payments (eur 4,735 thousand), partial retirement (eur 1,785 thousand) flexitime balances (eur 1,691 thousand) and anniversary expenses (eur 1,585 thousand). Liabilities from the acquisition of participations stood at eur 1,485 thousand (2002: eur 3,819 thousand) as at 31 December 2003, of which eur 0 (2002: eur 344 thousand) was in respect of associated companies and eur 1,441 thousand (2002: eur 2,411 thousand) in respect of other related parties. As at 31 December 2003, the weighted average interest rate for amounts due to banks was 3.71 % (2002: 4.01 %). The financial liabilities become due in the next five years and thereafter as follows: 20041) 22,122 2005 8,581 2006 8,788 2007 5,920 2008 5,140 Subsequent years 16,056 Financial liabilities 66,607 1) Contains current account liabilities payable on demand in the context of credit lines Miscellaneous other provisions mainly comprise amounts owed to suppliers (eur 556 thousand) and obligations to related parties (eur 525 thousand). As at 31 December 2003, the GfK Group had confirmed credit lines of eur 162,800 thousand (2002: eur 115,379 thousand), of which eur 116,015 thousand (2002: eur 82,560 thousand) has not been used. The weighted average rate of interest on the credit lines is 3.91 % (2002: 6.43 %). There is collateral amounting to eur 17,172 thousand (2002: eur 19,307 thousand) for amounts due to banks and liabilities under leases amounting to eur 62,049 thousand (2002: eur 62,904 thousand). The collateral breakdown is as follows: 16. Financial liabilities Financial liabilities are as follows: 31.12.2002 31.12.2003 15,301 12,752 31.12.2002 31.12.2003 24,221 17,014 Liabilities under capital leases 2,305 1,491 Bills of exchange payable 2,013 0 Other financial liabilities 5,503 3,617 Short-term liabilities with a term of up to 1 year 34,042 22,122 Amounts due to banks 22,923 27,948 transfer of movable assets 543 173 (4,688) (4,898) assignment of receivables 0 2,150 Amounts due to banks Amounts due to banks secured by mortgages deposit or pledging of securities 337 451 assignment of receivables 1,754 1,313 other collateral 1,248 258 Liabilities under leases secured by (of which with a remaining term of over 5 years) Liabilities under capital leases (of which with a remaining term of over 5 years) Other financial liabilities 15,596 other collateral (11,158) Secured liabilities 2,462 941 (1,658) (0) Long-term liabilities with a term of over 1 year 38,840 44,485 Financial liabilities 72,882 66,607 (of which with a remaining term of over 5 years) 134 13,455 (10,380) 124 75 19,307 17,172 Notes: consolidated funds statement F I N A N C I A L S TAT E M E N T S 17. Trade payables 19. Notes to the consolidated funds statement Trade payables are as follows: Of the cash flow from ongoing business activity of eur 69,221 thousand (2002: eur 69,304 thousand), an amount of eur 47,417 thousand (2002: eur 76,574 thousand) was invested, of which eur 22,481 thousand (2002: eur 44,088 thousand) related to the acquisition of affiliated companies and other business units. From the remaining positive balance, dividends totalling eur 8,235 thousand (2002: eur 6,144 thousand) were paid to shareholders of GfK ag and to minority shareholders in subsidiaries. In addition, financial obligations were reduced by eur 6,272 thousand (2002: increase of eur 11,346 thousand). The liquid funds in the balance sheet increased by eur 8,074 thousand (2002: down by eur 2,388 thousand). 31.12.2002 Remaining Total term > 1 year 31.12.2003 Remaining Total term > 1 year Trade payables owed to third parties 35,326 413 26,690 – owed to affiliated companies 734 – 1,147 – owed to associated companies 240 – 319 – owed to other participations Trade payables 18 – – – 36,318 413 28,156 0 20. Related parties During the year under review, significant relationships going beyond the normal course of business existed with the following persons and groups: 18. Other liabilities The other liabilities comprise the following: 31.12.2002 31.12.2003 15,502 14,171 Liabilities in connection with social security 5,651 6,436 Wages and salaries 1,928 1,922 Accounts payable to insurance companies 1,026 1,673 134 700 90 657 Tax liabilities Accounts payable to clients Other accounts payable to households, respondents, interviewers Other accounts payable to related parties 24 2,463 1,937 520 Other accounts payable to affiliated companies 335 476 Other accounts payable to associated companies 136 138 Accounts payable to employees Other accounts payable to other participations Miscellaneous liabilities Other liabilities 0 48 1,900 1,311 28,663 30,515 As at 31 December 2003, there were other liabilities amounting to eur 133 thousand (2002: eur 3,093 thousand) with a remaining term of over one year. In connection with the restructuring of the Non-Food segment in Europe and Asia, a participation in the newly-formed GfK NonFood Tracking Holding GmbH, Nuremberg was sold to The npd Group Inc., Port Washington, New York, usa. GfK Non-Food Tracking Holding GmbH functions as a holding company for GfK Group companies operating in this segment in Europe and Asia. With the acquisition of the participation, The npd Group Inc., which was already a minority shareholder in GfK Group subsidiaries in Asia, exercised a purchase option granted in 1997. The residual purchase price for the participation amounted to eur 1,254 thousand. This resulted in a related liability of eur 425 thousand. 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 776 thousand as at the reporting date. This figure includes a loan obligation of eur 367 thousand with a remaining term of more than one year. In the reporting year, interest on loans totalled eur 28 thousand. There were mainly loan obligations amounting to eur 1,100 thousand due to GfK-nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin, the majority owner of GfK ag. The corresponding interest expenses amounted to eur 19 thousand. Mr Noël Muracciole is the minority shareholder in Institut Français de Recherche – ifr s.a., Viroflay, France. There was a non-interest bearing purchase price obligation of eur 1,441 thousand. 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 loans with a remaining term of more than one year of eur 858 thousand in each case. The interest on these amounted to eur 11 thousand in each case. 135 Ms Margaret Martin, Mr Derek Martin and Mr Allan Bowditch are minority shareholders and managing directors of Martin Hamblin GfK Limited, London, uk. As at the balance sheet date, there were other loans totalling eur 1,612 thousand relating to Ms Margaret Martin, with a remaining term of more than one year. The interest income from these amounted to eur 50 thousand. There were other loans totalling eur 3,724 thousand with a remaining term of more than one year relating to Mr Derek Martin. The interest on these amounted to eur 115 thousand. There were other loans with a remaining term of more than one year totalling eur 2,749 relating to Mr Allan Bowditch. The interest on these amounted to eur 85 thousand. As part of an asset deal, the entire business of mr Russia, Moscow, Russia, was acquired for eur 660 thousand. The management of mr Russia is identical in part with that of GfK-rus Gesellschaft mbH, Moscow, Russia, which is a consolidated affiliated company of the GfK Group. GfK Aktiengesellschaft has given a guarantee vis-à-vis The npd Group Inc., Port Washington, New York, usa, corresponding to its participation in npd Intelect, l.l.c., 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. vis-à-vis the bank in favour of npd Intelect, l.l.c., to secure a loan for usd 8,950 thousand. The loan commitment as at 31 December 2003 amounted to eur 3,700 thousand (usd 4,624 thousand) in total. In the years 2004 to 2009, purchase price payment obligations for additional shares of eur 54,173 thousand (2002: eur 24,321 thousand) will result from purchase contracts concluded in connection with the acquisition of participations. There were loan liabilities amounting to eur 2,663 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, unless indicated otherwise. In case of compliance by the parties to the contract, payment obligations of eur 199 thousand will arise for the GfK Group during the years 2004 to 2005 as a result of competition agreements that have been concluded. 21. Contingencies and other financial commitments The future commitments arising from lease agreements are described in the section on leases. 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: 22. Financial instruments and derivatives 31.12.2002 31.12.2003 Commitments arising from maintenance, service and licence agreements 12,194 8,784 guarantees and sureties 701 573 furnishing collateral for third parties 375 0 1,202 0 ongoing investment projects 136 In addition, there are the following contingencies and financial commitments: 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”, in conjunction with sfas 149, “Amendment of Statement 133 on 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. Notes: segment reporting The counterparty risk resulting from the positive fair values of the derivatives is deemed to be insignificant, as transactions are only carried out with banks with top ratings. The carrying amounts and fair values of the financial instruments of the GfK Group are shown in the following table. 31.12. 2002 Carrying Fair amount value 31.12. 2003 Carrying Fair amount value Financial instruments other than derivatives Financial investments 31,040 31,040 29,760 7,350 7,350 7,538 7,538 Liquid funds 45,167 45,167 53,241 53,241 Financial liabilities 72,882 72,882 66,607 66,607 Securities 29,760 Derivative financial instruments Assets Currency hedging contracts 0 0 19 19 Interest rate hedging contracts 0 0 167 167 Liabilities Currency hedging contracts 203 203 17 17 Interest rate hedging contracts 735 735 181 181 The derivative financial instruments are valued on a marking-tomarket basis by the respective banks. As at 31 December 2003, the GfK Group’s portfolio included currency hedging contracts to hedge against the Japanese yen, the Hungarian forint, the Polish zloty, the Swiss franc and the Australian dollar. The nominal amount of the currency hedges totalled eur 1,765 thousand, of which eur 350 thousand with a residual term of over one year. In addition, as at the end of the financial year, the GfK Group had contracts to hedge against interest rate risks with a total nominal value of eur 21,358 thousand, with a residual term of over one year. Of this amount, a nominal volume of eur 8,500 thousand relates to interest rate swaps with a residual term of 4.5 years, which are classified as cash flow hedges. In the case of derivatives utilized for cash flow hedging, fluctuations in fair value are reported as other comprehensive income. For the year under review, the amount booked under other comprehensive income was eur 149 thousand before taxes. F I N A N C I A L S TAT E M E N T S 23. Segment reporting The primary classification of the GfK Group into segments is based on the organization of the divisions corresponding to the products and services offered. The secondary classification is by region. The GfK Group provides services in the segments Consumer Tracking, Non-Food Tracking, Media, Ad Hoc Research, HealthCare and Other. 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, logistics in retail and industry for companies operating in consumer technology markets. 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. 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. HealthCare: Information services relating to product development, communication, image and price control of medicines, market positioning and customer satisfaction, measuring the unit number and sales of materials and products used by dentists and laboratories as well as measuring the consumption of veterinary medicines. Other: Internal services relating to it and administration, services in connection with data collection, processing and analysis, method and product research. In the GfK Group, the internal control and reporting are largely based on the same accounting and valuation methods as the consolidated financial statements. The Group measures the success of its segments by reference to the operating profit. The operating profit 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 may not be taken into account. These are summarized in the reconciliation to consolidated total income. 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. Gains or losses from derivative financial instruments which are not reported as part of the hedge accounting are booked in net interest income or net other financial income respectively. In total, the income from these financial instruments amounted to eur 794 thousand, whilst expenses amounted to eur 17 thousand. 137 The segment information for financial years 2002 and 2003 is as follows: Sales 2002 Operating profit Depreciation Sales 2003 Operating profit Consumer Tracking 85,987 2,416 3,515 89,764 3,499 3,354 Non-Food Tracking 137,339 24,495 4,883 166,700 36,071 6,235 Media Depreciation 61,280 6,051 2,862 58,293 7,480 3,073 224,513 12,814 6,001 220,824 15,423 4,265 HealthCare 35,793 4,982 1,702 49,269 6,258 1,503 Other 14,461 – 2,427 5,921 10,432 – 1,446 6,346 Total 559,373 48,331 24,884 595,282 67,285 24,776 0 – 1,076 0 0 0 0 559,373 47,255 24,884 595,282 67,285 24,776 Ad Hoc Research Reconciliation Group Due to the HealthCare segment now being shown separately, the figures for the previous year have been adjusted accordingly. Sales by region are as follows: Germany Northern Europe Western and Southern Europe Central and Eastern Europe 2002 2003 204,664 221,696 59,123 54,131 196,661 204,735 28,484 31,792 America 40,366 48,601 Asia and the Pacific 30,075 34,327 559,373 0 559,373 Total Reconciliation Group First-time consolidation of media control GfK international GmbH, Baden-Baden First-time consolidation of v2 GfK llc, Blue Bell, Pennsylvania, usa 2003 Actual Pro forma Sales Result from ongoing business activity Difference Absolute Per cent 595,282 611,771 16,489 2.8 66,269 69,630 3,361 5.1 595,282 Consolidated total income before minority interests 41,061 43,644 2,583 6.3 0 Consolidated total income 33,322 34,359 1,037 3.1 595,282 Earnings per share in eur 1.28 1.32 0.04 3.1 During the reporting year and in the previous year, none of the segments recorded sales with any single client exceeding 10 % of consolidated sales. 24. Pro forma statements in accordance with sfas 141 Due to company acquisitions and other changes in the scope of consolidation, the previous year’s figures cannot be compared directly with the figures for the consolidated financial statements as at 31 December 2003. To facilitate a comparison, the influences resulting from changes are eliminated in the following pro forma statements in accordance with sfas 141. The following pro forma statement prepared in accordance with sfas 141 shows selected items from the income statement for 2003 on the assumption that all significant acquisitions and additional acquisitions concerning affiliated companies which took place during the past financial year, had already taken place on 1 January 2003. In the pro forma statement, the following transactions are taken into account: 138 The income statement 2002 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 2003 had already taken place on 1 January 2002. The same events as those covered by the above pro forma statement are taken into account. 2002 Actual Pro forma Sales Difference Absolute Per cent 559,373 588,930 29,557 5.3 Result from ongoing business activity 45,281 50,845 5,564 12.3 Consolidated total income before minority interests 30,004 34,183 4,179 13.9 Consolidated total income 25,673 27,366 1,693 6.6 Earnings per share in eur 0.98 1.05 0.07 6.6 Notes: supplementary disclosures F I N A N C I A L S TAT E M E N T S The employees were distributed over the divisions as follows: 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 2003. 26. Events after the balance sheet date On 16 February 2004, negotiations for the tv research contract with the Arbeitsgemeinschaft Fernsehzuschauerforschung (Television Research Partnership) for Germany were successfully concluded. The contract will run for at least seven years from 1 January 2005 to 31 December 2011. In addition, the parties to the contract have agreed an option to extend the contract for a further two years. The total value of the contract amounts to more than eur 90 million. With effect from 1 January 2004, the GfK Group acquired the entire business of Arbor Inc., Media, usa. The business was transferred to GfK Arbor, llc, Media, usa, which was established at the same time. This puts GfK among the top 15 providers of market research services in the usa. 2002 2003 Consumer Tracking 844 834 Non-Food Tracking 1,304 1,457 Media Ad Hoc Research 332 326 1,634 1,663 HealthCare 133 192 Other 414 409 4,661 4,881 Managing Directors/Management Board members 71 75 Trainees 46 44 4,778 5,000 Full-time employees 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: 27. Changes since the previous year The accounting and valuation methods used in the consolidated financial statements for the previous year have been retained. The changes in the scope of consolidation have already been outlined above. 28. Supplementary disclosures 2003 Management Board Supervisory Board Fixed component 1,882 68 Variable component 1,119 100 Stock options (No.) 663,605 – Shares (No.) 411,006 167,375 Management Board Supervisory Board Personnel expenses – information pursuant to § 314 Para. 1 No. 4 hgb (German Commercial Code) The expense items of the income statement contain the following personnel expenses: 2002 Fixed component Variable component 2002 Wages and salaries Social security contributions Personnel expenses 199,030 2003 210,180 45,090 46,464 244,120 256,644 Number of employees The GfK Group employed 5,000 (2002: 4,778) 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. 1,756 68 766 84 Stock options (No.) 530,273 – Shares (No.) 410,626 178,283 Former members of the management of GfK GmbH, Nuremberg, and of the Management Board of GfK ag, received total remuneration of eur 716 thousand (2002: eur 578 thousand); an amount of eur 8,458 thousand (2002: eur 8,255 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, and no contingent liabilities were incurred for this group of persons. 139 Supervisory Board Peter Zühlsdorff Chairman Managing Director of Bewerbungskomitee Leipzig 2012 GmbH, Leipzig Managing shareholder of dih Deutsche Industrie-Holding GmbH, Frankfurt/Main Chairman of the Supervisory Board of Merck KGaA, Darmstadt Escada ag, Munich Member of the Supervisory Board of Deutz ag, Cologne Kaiser’s Tengelmann ag, Viersen TV Loonland ag, Munich Chairman of the Board of Administration of GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Klaus Hehl Peter Danzl (until 13 June 2003) Kerstin Döpfert Independent Works Council representative (from 21 May 2003) at GfK Aktiengesellschaft, Nuremberg Hans-Jürgen Kunert (until 13 June 2003) Robert Raeber (until 13 June 2003) Hajo Riesenbeck Director at McKinsey & Company, Düsseldorf Deputy Chairman Market Researcher Member of the Board of Administration of GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Member of the Board of Administration of GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Dieter Wilbois Independent Works Council representative (Chairman) at GfK Aktiengesellschaft, Nuremberg Elmar Wohlgensinger Marketing Researcher Dr. Christoph Chairman of the Management Board Achenbach of Quelle Aktiengesellschaft, Fürth (from 13 June 2003) and Neckermann Versand ag, Frankfurt/Main Member of the Management Board of karstadt quelle ag, Essen Member of the Supervisory Board of Kaiser’s Tengelmann ag, Viersen Neckermann Versicherung ag, Fürth Neckermann Lebensversicherung ag, Fürth Member of the comparable controlling body of karstadt quelle Information Service GmbH, Essen Jörg Bandt Scope Data Collection Manager, (from 21 May 2003) GfK Aktiengesellschaft, Nuremberg Dr. Wolfgang C. Berndt Chairman of the Board of Directors of the Institute For The Future, Menlo Park, California, usa Member of the Board of Directors of Cadbury Schweppes plc, London, uk Lloyds tsb Bank plc, London, uk Lloyds tsb Group plc, London, uk Member of the Board of Administration of GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin 140 Management Consultant 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 wnw Immobilien ag, Ennetbürgen, Switzerland rex Sport & Freizeit Center, Stans, Switzerland Member of the Board of Administration of Hergiswiler Glas ag, Hergiswil, Switzerland hotelguide.com, Sursee, 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 F I N A N C I A L S TAT E M E N T S 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 Dr. Franz X. Merl Responsible for the Financial Services, Central Services and Personnel Services divisions Wilhelm R. Wessels Member of the Board of Administration of Telecontrol ag, Hergiswil, Switzerland Liechti ag, Kriegstetten, Switzerland Modata ag, Hergiswil, Switzerland 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 m2a s.a., Saint Aubin, France Dr. Gérard Hermet Responsible for the Non-Food Tracking division Heinrich A. Litzenroth Responsible for the Ad Hoc Research division Responsible for the Consumer Tracking and HealthCare divisions Chairman of the Board of Directors of GfK Norge a/s, Oslo, Norway GfK Sverige ab, Lund, Sweden GfK Danmark a/s, Frederiksberg, Denmark Responsible for the Media 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 ifr France s.a., Viroflay, France Chief Financial Officer Member of the Supervisory Board of Information Resources – GfK b.v., Zaltbommel, Netherlands GfK Panelservices Benelux b.v., Dongen, Netherlands 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. Nuremberg, 23 March 2004 Chairman of the Board of Directors of GfK Custom Research Inc., Minneapolis, usa Chairman of the Board of Administration of GfK consumer and business information italy S.p.A., Milan, Italy Dr. Klaus L. Wübbenhorst Deputy Chairman of the Supervisory Board of GfK macon ag, Waghäusel Dr. Franz X. Merl 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 Petra Heinlein Dr. Gérard Hermet Heinrich A. Litzenroth Wilhelm R. Wessels 141 Shareholdings of the GfK Group As at 31 December 2003 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 hgb commercial balance sheet i) encodex International GmbH, Nuremberg 95.0 2003 -55 1) enigma GfK Medien- und Marketingforschung GmbH, Wiesbaden 100.0 2003 663 GfK cee Finance GmbH, Nuremberg 100.0 3) 2003 3,189 51.0 2003 GfK macon ag, Waghäusel GfK Marketing Services GmbH & Co. kg, Nuremberg GfK Non-Food Tracking Holding GmbH, Nuremberg 854 2) 3) 2003 560 95.0 8) 2003 134,810 100.0 GfK prisma Institut für Handels-, Stadt- und Regionalforschung GmbH & Co. kg, Hamburg 100.0 2003 405 GfK u.s. Equity GmbH, Nuremberg 100.0 2003 3,427 1) 1,013 gpi Kommunikationsforschung Gesellschaft für PharmaInformationssysteme mbH, Nuremberg 80.0 2003 media control GfK international GmbH, Baden-Baden 51.0 4) 2003 953 2) Media Markt Analysen GmbH & Co. kg, Frankfurt/Main 100.0 2003 25 Modata GmbH, Berlin 100.0 3) 2003 84 2) Adware Media Solutions b.v., Hilversum, Netherlands 100.0 3) 2003 – 178 Aspemar-GfK Société Anonyme, Brussels, Belgium 100.0 3) 2003 – 183 audimedia sarl, Issy les Moulineaux, France 100.0 3) 2003 1,400 77.8 3) 2003 693 100.0 3) 2003 3,632 50.1 2003 2,256 Affiliated companies (abroad) included in the consolidated financial statements (all details according to us gaap commercial balance sheet ii) Audimetrie n.v., Brussels, Belgium Eiphos Holding ag, Hergiswil, Switzerland emer GfK, s.l., Valencia, Spain Encodex Japan k.k., Osaka, Japan 63.0 2003 – 395 fessel-GfK Institut für Marktforschung Ges.m.b.H., Vienna, Austria 94.8 2003 8,628 Financière isl Société Anonyme, Issy les Moulineaux, France 71.9 3) 2003 3,518 g.e. Marketing Research, s.a., Valencia, Spain 50.1 3) 2003 6,397 GfK - Centar za istrazivanje trzista d.o.o., Zagreb, Croatia 100.0 3) 2003 – 431 GfK - memrb Marketing Services Limited, Nicosia, Cyprus 60.0 3) 2003 229 GfK (u.k.) Ltd., West Byfleet, Surrey, uk 100.0 3) 2003 7,068 GfK Animal Healthcare Limited, West Byfleet, Surrey, uk 100.0 2003 10,931 89.5 3) 2003 992 3) 2003 2,453 GfK consumer and business information italy S.p.A., Milan, Italy 100.0 2003 121 GfK Custom Research Inc., Minneapolis, usa 100.0 3) 2003 5,254 GfK Asia Pte Ltd., Singapore, Singapore GfK Benelux Marketing Services b.v., Amstelveen, Netherlands GfK Danmark a/s, Frederiksberg, Denmark 100.0 87.0 2003 701 GfK Great Britain Ltd., London, uk 100.0 3) 2003 – 38 GfK Holding, Inc., Wilmington, usa 100.0 2003 26,417 GfK Hungaria Piackutató Kft., Budapest, Hungary 100.0 3) 2003 797 GfK Immobilier Société a responsabilité limitée, Rueil-Malmaison, France 100.0 3) 2003 9 GfK Market Research (Shanghai) Co. Ltd., Shanghai, China 100.0 3) 2003 319 GfK Marketing Services (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia 100.0 3) 2003 281 49.0 3) 2003 5 100.0 3) 2003 1,291 89.5 3) 2003 227 GfK Marketing Services Italia S.r.l., Milan, Italy 100.0 3) 2003 2,138 1) Profit and loss transfer agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2003 9) In liquidation GfK Marketing Services (Thailand) Limited, Bangkok, Thailand GfK Marketing Services Australia Pty. Ltd., Sydney, Australia GfK Marketing Services Hong Kong Limited, Hong Kong, China 142 3) 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law Notes: 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 84.2 3) 2003 4,935 GfK Marketing Services Korea Limited, Seoul, Korea 100.0 3) 2003 – 1,139 GfK Marketing Services Ltd., Hong Kong, China 100.0 3) 2003 1,130 GfK Marketing Services Ltd., West Byfleet, Surrey, uk 100.0 3) 2003 5,140 GfK Marketing Services Société Anonyme, Rueil-Malmaison, France 100.0 3) 2003 2,704 GfK Media Ltd., London, uk 100.0 8) 2003 – 198 GfK Norge a/s, Oslo, Norway 100.0 2003 304 GfK Panelservices Benelux b.v., Dongen, Netherlands 100.0 3) 2003 4,581 92.4 GfK Marketing Services Japan k.k., Tokyo, Japan GfK Panelservices Benelux Holding b.v., Dongen, Netherlands 2003 6,186 3) 2003 1,645 80.0 3) 2003 1,527 GfK Praha, s.r.o., Prague, Czech Republic 100.0 3) 2003 1,118 GfK Romania-Institut de Cercetare de Piata Srl, Bucharest, Romania 100.0 3) 2003 81 GfK Slovakia Inštitút pre prieskum trhu s r.o., Bratislava, Slovakia 100.0 3) 2003 253 GfK Sofema International sarl, Rueil-Malmaison, France 100.0 2003 5,402 GfK Sverige Aktiebolag, Lund, Sweden 100.0 2003 460 GfK-Bulgaria, Institut für Marktforschung EGmbH, Sofia, Bulgaria 100.0 3) 2003 120 GfK-rus Gesellschaft mbH, Moscow, Russia 100.0 3) 2003 147 GfK-Ukrainian Surveys & Market Research (usm), Kiev, Ukraine 100.0 3) 2003 549 70.0 4) 2003 365 100.0 3) 2003 1,010 ifr Italia S.r.L., Milan, Italy 70.0 4) 2003 320 ifr Marketing España s.a., Madrid, Spain 70.0 4) 2003 303 GfK Polonia Instytut Badania Opinii Sp. z o.o., Warsaw, Poland GfK portugal – Marketing Services, Limitada, Lisbon, Portugal ifr Europe Ltd., London, uk ifr France s.a., Viroflay, France 100.0 iha Italia S.p.A., Milan, Italy 100.0 2003 322 iha-GfK ag, Hergiswil, Switzerland 100.0 7) 2003 33,020 75.0 3) 2003 144 Inform Business Development Pty. Ltd., Sydney, Australia 100.0 3) 2003 – 102 Informark Pty. Ltd., Braddon, Australia 100.0 3) 2003 116 Institut de Recherche d’Informations statistiques (irdis) sarl, Montigny le Bretonneux, France 95.0 3) 2003 70 Institut de Sondage Lavialle (isl) s.a., Issy les Moulineaux, France 99.9 3) 2003 2,356 Institut Français de Recherche-ifr s.a., Viroflay, France 51.4 2003 9,371 intercampus-recolha, tratamento e distribuição de informação, Limitada, Lisbon, Portugal 50.1 3) 2003 158 Intomart b.v., Hilversum, Netherlands 100.0 3) 2003 4,811 Intomart GfK Belgium n.v., Brussels, Belgium 100.0 3) 2003 2,241 Intomart GfK Group b.v., Hilversum, Netherlands 100.0 2003 2,893 Liechti ag, Kriegstetten, Switzerland 100.0 3) 2003 2,013 market analysis e.p.e., Athens, Greece 80.0 4) 2003 231 Martin Hamblin GfK Limited, London, uk 51.0 2003 – 807 Martin Hamblin Research Inc., Hartford, Connecticut, usa 100.0 3) 2003 910 metris-métodos de recolha e investigação social, lda, Lisbon, Portugal 51.0 3) 2003 168 mmo Media-Market-Observer GmbH & Co kg, Vienna, Austria 54.6 3) 2003 – 604 Modata ag, Hergiswil, Switzerland 100.0 3) 2003 941 Orange Interactive Research ab, Stockholm, Sweden 100.0 3) 2003 497 51.0 3) 2003 – 278 incoma Research, s.r.o., Prague, Czech Republic Oz Toys Marketing Services Pty. Ltd., Sydney, Australia Procon GfK Arastirma Hizmetleri a.s., Istanbul, Turkey 70.1 2003 1,410 pt GfK Marketing Services Indonesia, Jakarta, Indonesia 100.0 3) 2003 42 1) Profit and loss transfer agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2003 9) In liquidation 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law 143 Company name and registered office Share in the capital Financial year in % Equity eur’000 100.0 3) 2003 0 Significant GfK bvba, Heverlee, Belgium 67.3 3) 2003 569 Strateji GfK Research Services a.s., Istanbul, Turkey 99.6 3) 2003 236 100.0 3) 2003 2,311 2003 2,500 Romtec-GfK Ltd., Maidenhead, Berkshire, uk Telecontrol ag, Hergiswil, Switzerland v2 GfK llc, Blue Bell, Pennsylvania, usa 51.0 3) 8) Affiliated companies (Germany), not included in the consolidated financial statements (all details according to hgb commercial balance sheet I) GfK Data Services GmbH, Nuremberg 100.0 2003 28 GfK Fernsehforschung GmbH, Nuremberg 100.0 2003 28 GfK International Consultancy & Development GmbH, Nuremberg 100.0 2003 12 GfK Marketing Services Verwaltungs-GmbH, Nuremberg 100.0 3) 2003 28 GfK Marktforschung GmbH, Nuremberg 100.0 2003 28 GfK Panel Services Consumer Research GmbH, Nuremberg 100.0 2003 28 GfK prisma Verwaltungs-GmbH, Hamburg 100.0 2003 30 2003 84 6) 2003 28 100.0 3) 2003 654 6) Borell Market Research ab, Stockholm, Sweden 100.0 3) 2003 – 335 2) 9) caticall – recolha de informação assistida por computador, lda, Lisbon, Portugal 100.0 3) 2003 5 2) 100.0 3) 2003 40 6) 100.0 3) 2003 85.0 8) ifr Monitoring Deutschland GmbH, Düsseldorf Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 70.0 4) 100.0 Affiliated companies (abroad), not included in the consolidated financial statements Adfinders b.v., Hoofddorp, Netherlands cmi Field sarl, Viroflay, France dragon eye Ltd., Hergiswil, Switzerland GfK - european opinion research centre eeig, Brussels, Belgium 5) 75.6 3) 2003 0 6) GfK Belgium s.a., Brussels, Belgium 100.0 3) 2003 585 6) GfK Belgrade d.o.o., Belgrade, Federal Republic of Yugoslavia 100.0 3) 2003 74 2) GfK do Brasil s/c Ltda., São Paulo, Brazil 100.0 GfK Ad Hoc Research worldwide eig, Brussels, Belgium GfK InfoScan Sverige ab, Lund, Sweden GfK Marketing Services South Africa (Proprietary), Sandton, South Africa GfK npd Marketing Services Worldwide b.v., Amstelveen, Netherlands GfK Panel Arastirma Hizmetleri a.s., Istanbul, Turkey GfK Stratégie et développement Groupement d'interest Economique, Rueil-Malmaison, France gral-iteo tržne raziskave d.o.o., Ljubliana, Slovenia ifr Nederland b.v., Amsterdam, Netherlands ifr Polska Sp. z o.o., Warsaw, Poland ifr u.k. Ltd., London, uk Intomart DataCall b.v., Hilversum, Netherlands 2003 5) 92.0 3) 2003 69 2) 100.0 3) 2003 5) 2003 – 21 6) 3) 2003 36 6) 100.0 3) 2003 78 6) 100.0 3) 2003 1 6) 70.0 4) 2003 41 6) 100.0 3) 2003 14 6) 75.0 93.5 71.3 4) 2003 – 44 6) 100.0 3) 2003 337 6) 3) Media Control ag, Zurich, Switzerland 100.0 2003 45 Media Control Marketing Research España, s.l., Madrid, Spain 100.0 3) 8) 2003 – 53 6) mmo Media-Market-Observer GmbH, Vienna, Austria 100.0 3) 2003 41 6) 80.2 3) 2003 – 99 6) 100.0 3) 2003 0 6) ps - Martin Hamblin Limited, London, uk 100.0 3) 2003 – 74 6) 1) Profit and loss transfer agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2003 9) In liquidation mmxi Switzerland GmbH, Hergiswil, Switzerland Procon GfK Ltd., Baku, Azerbaijan 144 – 256 6) 5) 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law Notes: 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) (all details according to hgb commercial balance sheet i) Consumerscope International gie, Nuremberg 5) 40.0 Ernst und GfK Grundstücksgesellschaft, Nuremberg 50.0 2003 Information Resources GfK GmbH, Nuremberg 17.7 2003 5) 358 5) Associated companies (abroad) Brand Index vof, Hilversum, Netherlands 33.3 3) 8) 5) bwv Holding ag, St. Gallen, Switzerland 92.0 3) 2003 Caribou Lake Software, llc, Minneapolis, usa 19.9 3) 2003 3) 5) Europanel Raw Database gie, Brussels, Belgium 50.0 5) European Flash Surveys eeig, Brussels, Belgium 50.0 5) 49.0 i + g Infratest Medical Research Inc., Rhode Island, usa 50.0 – 540 2) 5) 25.0 GfK-Media Research Middle East ag, Hergiswil, Switzerland – 3,583 5) Common Technology Centre eeig, London, uk 3) 5) 6) 2003 5) 40 2) 4,274 2) 5) 5) 9) iha·ims Health GmbH, Hergiswil, Switzerland 50.0 3) 2003 incoma Consult, s.r.o., Prague, Czech Republic 19.5 3) 2003 76 2) 3) 2003 703 2) 2003 5) Indicorp Participações s.a., São Paulo, Brazil 19.9 Information Resources-GfK b.v., Dongen, Netherlands 19.9 3) 5) 5) Jan Schipper Compagnie b.v., Bussum, Netherlands 20.0 m2a s.a., Saint Aubin, France 35.0 2003 346 2) MarketingScan snc, Rueil-Malmaison, France 50.0 2003 3,063 2) Media Focus (arge), Hergiswil, Switzerland 50.0 3) 2002/2003 395 2) net survey szonda ipsos és GfK Hungária Internet Kutató Intézete Kft., Budapest, Hungary 50.0 3) 2003 npd Intelect, l.l.c., Port Washington, New York, usa 25.03) 2002/2003 13,374 6) org-GfK Marketing Services (India) Private Limited, Mumbai, India 40.0 3) 2002/2003 265 6) Sports Tracking Europe b.v., Amstelveen, Netherlands 25.0 2002/2003 – 1,055 2) St. Mamet Saisie Informatique (smsi) sarl, Saint Mamet-la Salveta, France 20.0 3) ufo Veld b.v., Amsterdam, Netherlands Unified Fieldwork Organisation ufo v.o.f., Amsterdam, Netherlands v.o.f. Projectbureau Politiemonitor, Hilversum, Netherlands 2003 11 2) 467 2) 50.0 3) 5) 5) 50.0 3) 5) 5) 50.0 3) 5) 5) Other participations (abroad) Bureau voor Reclame Statistiek Hoofddorp b.v., Hoofddorp, Netherlands iri Infoscan Ltd., Maidenhead, Berkshire, uk 1) Profit and loss transfer 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 49.0 3) 5) 5) 4) 5) 5) 5.8 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2003 9) In liquidation 145 Notes to the consolidated financial statements pursuant to § 292a hgb Accounting in accordance with us gaap, which is the method applied by the GfK Group, differs from accounting under hgb (German Commercial Code). Any differences which have a material impact on the consolidated financial statements of the GfK Group are explained below. Intangible assets In accordance with hgb, only intangible assets acquired for consideration may be capitalized. In accordance with us gaap, self-produced intangible assets must be capitalized in specific circumstances (especially software). 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. In principle, exchange gains and losses are taken to the income statement. 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. Goodwill In principle, goodwill from the first-time consolidation of subsidiaries is determined similarly in both accounting systems. In accordance with hgb, there is the option to either offset goodwill against reserves with no impact on the result and disclose this or to write down over the anticipated useful life or over four years by means of regular amortization. In accordance with us gaap, goodwill should not 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. 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. Recognition of sales In accordance with hgb, a sale may only be recognized when the service has been completed and invoiced. Ongoing orders are reported as inventories until such time. In accordance with us gaap, the recognition of sales is determined by the portion of the service that has already been delivered. Sales may therefore also be recognized before the completion of the service to be delivered and when services have not yet been invoiced. 146 Provisions for pensions and similar obligations 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. 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 operating expenditure). Provisions must be valued according to the principle of prudence. In accordance with us gaap, provisions for operating 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 work 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: consolidated financial statements F I N A N C I A L S TAT E M E N T S 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. A company is assumed to be an associated company if, in the event of a participation quota of at least 20 %, a determining influence is actually exercised on its business and financial policies. In accordance with us gaap, the consolidation of subsidiaries depends on the possibility of control being 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. 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. Minority interests The minority interests in accordance with hgb are included in the consolidated shareholders’ equity. In accordance with us gaap, these are reported in a separate item between shareholders’ equity and liabilities. 147 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 2003 to 31 December 2003. 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. 148 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 extends to the group management report prepared by the Company’s management for the business year from 1 January 2003 to 31 December 2003, 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 2003 to 31 December 2003 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. Nuremberg, 24 March 2004 kpmg Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Kozikowski (German Public Auditor) Renner (German Public Auditor) ADDITIONAL I N F O R M AT I O N A D D I T I O N A L I N F O R M AT I O N 150 152 Glossary of financial terms Short-form company names used in the management report 153 Glossary of specialist marketing terms 156/V GfK Group: five-year overview VI VII VII Index Financial calendar Contacts GLOSSARY OF FINANCIAL TERMINOLOGY A D G 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. 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. Gearing Ratio of net indebtedness to shareholders’ equity. Asset structure The asset structure describes the relationship between fixed assets and current assets. It is determined by multiplying the ratio of fixed assets to current assets by 100. 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. C Cash flow Balance of funds inflow and outflow affecting payment. 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. Current assets Assets intended for short-term use in business operations. Dividend yield Dividend per share in relation to the annual closing price. E ebit Abbreviation for earnings before interest and taxes calculated as operating income plus other income less other expenses. ebitda Earnings before interest, taxes, depreciation and amortization, calculated as ebit plus depreciation and amortization charges. 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. 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 income from sales Sales less cost of sales. I Income from participations Contains the items income from participations, profits and losses on the disposal of participations and depreciation on participations. L Liquidity ratio i Liquid funds and securities held as current assets in relation to short-term liabilities. Liquidity ratio ii Total from liquid funds, securities held as current assets and short-term receivables and assets in relation to the total from short-term liabilities and liabilities from work in progress. Liquidity level iii Current assets in relation to the total from short-term liabilities and liabilities from work in progress. F Fixed assets Assets intended for ongoing use in business operations. M Free cash flow Cash flow from ongoing business activity less maintenance and replacement expenses. Minority participations Generic term for associated companies and other participations. The participation quota is below 50 %. 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 per cent of the share capital is in free float. N Majority participations Affiliated companies Net indebtedness Liquid funds and securities held as current assets less pension liabilities and financial liabilities. Glossaries 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. O Operating income Gross income from sales less sales and general administrative expenses. Operating profit Sales less operating costs according to the Management Information System. The most important internal income indicator. Other expenses Expenses in connection with ongoing business activity, excluding financial expenses not attributable to cost of sales or sales 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 ongoing business activity, excluding financial income, which does not represent sales. Examples are profits on the disposal of fixed assets and exchange gains. Other participations Companies in which a participation is held but on whose business policy no decisive influence is exercised. The participation quota is below 20 %. OT H E R I N F O R M AT I O N Profit to sales ratio Consolidated total income before minority interests in relation to sales. R Ratio of net indebtedness to cash flow Net indebtedness in relation to free cash flow. Return on equity Consolidated total income in relation to average shareholders’ equity. S Sales 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. T Tax ratio Taxes on income and earnings in relation to income from ongoing business activity. Total return on equity ebit after income from participations in relation to average total assets. U us gaap Abbreviation for United States Generally Accepted Accounting Principles. P Pay-out ratio Total dividend in relation to consolidated total income. 151 S H O R T- F O R M G f K C O M PA N Y N A M E S Borell Market Research, Sweden Borell Market Research ab, Stockholm, Schweden. GPI Kommunikationsforschung, Germany gpi Kommunikationsforschung Gesellschaft für Pharma-Informationssysteme mbH, Nuremberg, Germany. bwv Gruppe, Switzerland bwv Holding ag, St. Gallen, Switzerland bwv it solutions ag, St. Gallen, Switzerland dm michelotti ag, Rotkreuz, Switzerland. Gral Iteo, Slovenia gral-iteo tržne raziskave d.o.o., Ljubliana, Slovenia. C I Caribou Lake Software, usa Caribou Lake Software, llc, Minneapolis, usa. ifr, France ifr France s.a., Viroflay, France Institut Français de Recherche ifr s.a., Viroflay, France. B G GfK Ad Hoc Services, Germany GfK Aktiengesellschaft, Bereich Ad Hoc Services, Germany. GfK AG, Germany GfK Aktiengesellschaft, Nuremberg, Germany. GfK Animal Health uk GfK Animal Healthcare Limited, West Byfleet, Surrey, uk. GfK arbor usa GfK arbor, llc, Media, usa. GfK Custom Research, usa GfK Custom Research Inc., Minneapolis, usa. GfK Data Services/bsp, Germany GfK Aktiengesellschaft, GfK Data Services and GfK Business Solutions & Processing, Germany. GfK do Brasil, Brazil GfK do Brasil s/c Ltda., São Paulo, Brazil. GfK HealthCare, Germany GfK Aktiengesellschaft, HealthCare, Germany. GfK Marktforschung, Germany GfK Marktforschung GmbH, Nürnberg, Germany. GfK Media, uk GfK Media Ltd., London, uk. GfK Non-Food Tracking Holding, Germany GfK Non-Food Tracking Holding GmbH, Nuremberg, Germany. 152 ifr-Gruppe, France cmi Field sarl, Viroflay, France Institut Français de Recherche ifr 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.a., 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·ims GfK Health, Switzerland iha·ims Health GmbH, Hergiswil, Switzerland. iha-GfK-Gruppe, 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 dragon eye Ltd., Hergiswil, Switzerland Media Focus (arge), Hergiswil, Switzerland Modata ag, Hergiswil, Switzerland Modata GmbH, Berlin, Germany Telecontrol ag, Hergiswil, Switzerland. Inform Business Development, Australia Inform Business Development Pty. Ltd., Sydney, Australia. Infratest + GfK Gesundheitsforschung, Germany Infratest + GfK Gesundheitsforschung GmbH & Co., Berlin, Germany. IRI/GfK, Germany Information Resources GfK GmbH, Nuremberg, Germany. J Jupiter Media Metrix, usa Jupiter Media Metrix Inc., usa. M m2a, France m2a s.a., Saint Aubin, France. Martin Hamblin GfK, uk Martin Hamblin GfK Limited, London, uk. Martin Hamblin GfK Research Inc, usa Martin Hamblin Research Inc., Hartford, Connecticut, usa. media control GfK International, Germany media control GfK international GmbH, Baden-Baden, Germany. mmxi Europe, Netherlands mmxi Europe b.v., Amsterdam, Netherlands. N npd Group, usa The npd Group, Inc., Port Washington, New York, usa. P Procon GfK, Turkey Procon GfK Arastirma Hizmetleri a.s., Istanbul, Turkey. S Significant GfK, Belgium Significant GfK bvba, Heverlee, Belgium. T Telecontrol, Switzerland Telecontrol ag, Hergiswil, Switzerland. V v2 GfK, usa v2 GfK llc, Blue Bell, usa. Glossaries OT H E R I N F O R M AT I O N GLOSSARY OF SPECIALIST MARKETING TERMS A Ad Hoc Research Systematic, empirical research, used as the basis for marketing decisions. Ad Hoc Research is one of GfK’s business divisions. Advertising effectiveness research Analysis of the success of an advertising measure in terms of brand awareness, advertising recall and, in the case of recalled elements, media-specific advertising recall and attitudes towards the advertised product. This is the basis for changing the recording values in line with specific endogenous or exogenous factors. Below-the-line marketing Collective term for types of marketing other than the classical types such as press, radio, tv, cinema and outdoor advertising. In concrete terms, this means sales promotions, mailshots, point of sale advertising etc. Brand and campaign controlling Standard instrument for the continuous measurement of the advertising effectiveness of campaigns, generally broken down into advertising resonance, advertising recall, brand awareness, ad awareness, recall of advertising details for individual brands, slogans, images etc.; advertising effectiveness research. Advertising test Testing of ads, commercials and other advertising media before or after they are published or shown. Brand Simulator A model based on consumer panel data, used to optimize the marketing mix. 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. Category Management A concept whereby manufacturers and retailers set joint marketing targets and develop strategies for a particular product category and then endeavour to realize these. The aim is to increase sales and income. agf/GfK tv panel tv panel. CatmanGuide GfK services for Category Management of fast moving consumer goods. 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. 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. Customer loyalty research Surveys to measure and improve customer satisfaction and customer loyalty. Customer segmentation Market segmentation. D C Concept Challenger Concept test against competitive brands with market share forecasts. 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. B 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. 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 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. Data merging A statistical process whereby the features of subjects in one sample are transferred to those in another sample; Integrated Intelligence, bass, move. 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. E 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 A software platform for the business-tobusiness e-commerce transactions of retail and industry in consumer durables. 153 F Fast Track A tracking system for the continuous monitoring of promotional and advertising recall, customer satisfaction and brand image as perceived by consumers. Market segmentation Divison of an overall market into submarkets using different categories. Segmentation can be by product type, price classes, geographic split or socio-economic lifestyle features and value categories. H Household panel A representative sample of households which regularly report on their purchases; Consumer Tracking, ConsumerScan, panel. HealthCare Specialist area of market research for pharmaceutical companies and healthcare institutions operating in human, dental and veterinary medicine. Set up in mid-2003, HealthCare is the newest GfK business division. Media planning Media planning involves decisions about how best to allocate an advertising budget in terms of advertising using various media. The aim of all media planning is to find the ideal solution for one or more communication aims. MediaWatch An electronic metering device incorporated into a wristwatch, used to measure usage of various electronic and print media; Radiocontrol, reach research, media research, portable people meter. I Image and brand research Information gathering relating to the image of a company or specific product or service; bass. Integrated communications Term used to convey the idea of aligning all corporate communications disciplines, such as ci/cd, pr advertising, sales promotions and sponsoring in order to achieve synergetic effects and improve efficiency. Integrated Intelligence Service segment which specializes in integrating data from several sources within and outside the GfK Group and using it for complex consumer marketing surveys covering several areas; data merging, bass. M Mail panel A postal survey of units of the same sample which is repeated at regular intervals; ConsumerScope. Media research Systematic, empirical research used as a basis for media planning by media companies and their advertising clients. This form of research is the responsibility of GfK’s Media business division; reach, reach research, Radiocontrol. 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. N Non-Food Tracking Surveys of sales of consumer durables, carried out at regular intervals. NonFood Tracking is one of GfK’s business divisions; retail tracking, retail panel, startrack. P Panel A survey of individuals, households, companies etc. to obtain data on a single subject at regular intervals over a longer period, using the same sample and carried out using the same methods each time; tv panel, ConsumerScan, ConsumerScope, household panel, cf. tracking. 154 Point-of-purchase research, point-of-sale research Market research which focuses on the actual location where products are sold. Portable people meter Metering devices which are 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. R 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; part of media research; 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. Glossaries Retail research Retail tracking. Retail tracking Continuous, systematic monitoring of sales in the markets of consumer technology goods and services. These product movements are recorded in all relevant sales channels and distribution forms in the retail trade; tracking, Non-Food Tracking, retail panel. S startrack SysTem to Analyse and Report on TRACKing data. A host-free it platform for the production and analysis of data from the GfK Non-Food Tracking division; data warehouse. OT H E R I N F O R M AT I O N 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. Share of noise The level of advertising impact an advertiser has to exert in order to draw attention to a particular brand/ad in the market. Store test Test carried out in selected, real stores to make subsequent recommendations for new products, product changes and other measures such as placement, promotion and price changes. The test includes measuring unit sales. T Telecontrol xl The latest generation of tv meters produced by GfK subsidiary, Telecontrol. Test market research Systematic, empirical research of test markets which is used as the basis for marketing decisions, especially regarding the marketing mix. Test market forecast Test market research. 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. 155 F I V E -Y E A R O V E R V I E W O F K E Y P E R F O R M A N C E I N D I C AT O R S F O R T H E G F K G R O U P Accounting as per hgb 1999 2000 2001 eur million Key indicators – balance sheet Fixed assets Change in % on previous year Current assets Change in % on previous year 97.9 77.2 208.6 Accounting as per us gaap 2001 2002 2003 Change Pro in forma1) % eur million Key indicators – balance sheet + 8.0 Fixed assets – 263.8 285.0 29.6 – 21.2 170.1 – 26.5 8.0 177.2 190.4 189.8 – 189.8 200.9 91.2 7.4 – 0.3 – – 0.1 5.9 – + 5.8 – 55.3 40.6 109.9 – 139.0 141.9 Investments 44.3 35.2 108.3 – 76.6 47.7 – 37.7 39.2 23.2 31.1 – 28.6 20.9 – 27.0 thereof in tangible and intangibile assets 5.2 11.9 77.2 – 48.0 26.8 – 44.2 thereof in financial assets 143.8 132.7 163.1 – 181.5 204.1 + 12.5 52.3 49.6 39.5 – 38.7 40.7 – 129.7 133.1 243.3 – 281.2 288.2 + 2.5 thereof in financial assets Shareholders’ equity Equity ratio Borrowings Gearing ratio Asset structure in % Investments Shareholders’ equity Equity ratio Borrowings 47.1 49.7 58.9 – 59.9 57.4 – 275.2 267.6 413.1 – 469.6 502.0 + 6.9 – – – 23.7 – -39.6 – 24.9 – 37.2 Liquidity ratio I in% 152.6 136.9 62.6 – 52.4 59.0 – Liquidity ratio I in% Liquidity ratio II in% 234.4 257.5 127.5 – 122.4 137.6 – Liquidity ratio II in% Liquidity ratio III in% 245.2 268.0 131.1 – 125.2 140.1 – Liquidity ratio III in% Total assets Net indebtedness Key indicators – income statement Gearing ratio Total assets Net indebtedness Key indicators – income statement Total performance (from 2001 sales) 380.4 469.0 482.1 505.8 559.4 595.3 + 6.4 2) 82.4 89.4 84.8 84.8 86.0 89.8 + 4.4 thereof Consumer Tracking2) 2) 100.9 112.9 119.5 122.2 137.3 166.7 + 21.4 thereof Non-Food Tracking2) 47.9 53.6 56.5 62.6 61.3 58.3 – 4.9 thereof Media2) 128.4 183.5 199.6 214.5 224.5 220.8 – 1.6 thereof Ad Hoc Research2) – – – – 35.8 49.3 + 37.7 thereof HealthCare2) 21.4 30.2 21.6 21.6 14.5 10.4 – 27.9 thereof Other2) 56.9 62.4 60.1 62.0 63.4 62.8 – 167.1 206.7 209.7 223.2 244.1 256.6 + 5.1 43.9 44.1 43.5 44.1 43.6 43.1 – Depreciation/amortization3) 20.5 16.6 37.0 28.2 24.9 24.8 – 0.4 ebitda 38.7 53.0 52.8 58.0 68.5 91.2 + 33.0 10.2 11.3 10.9 11.5 12.2 15.3 thereof Consumer Tracking thereof Non-Food Tracking thereof Media2) 2) thereof Ad Hoc Research 2) thereof HealthCare thereof Other2) Proportion from outside Germany in % Personnel expenses Personnel cost ratio in % ebitda margin in % ebit before income from participations Net income from participations ebit after income from participations ebit margin in %4) Result from ongoing business activity Consolidated total income before minority interests Tax ratio in % Consolidated total income 156 Change in % on previous year Asset structure in % thereof in tangible and intangibile assets – Change in % on previous year Current assets – Total performance (from 2001 sales) Proportion from outside Germany in % Personnel expenses Personnel cost ratio in % Depreciation/amortization3) ebitda ebitda margin in % 15.0 36.4 15.8 29.8 43.6 66.4 + 52.1 ebit before income from participations 3.2 3.0 3.7 2.9 6.4 3.1 – 51.3 Net income from participations 18.2 39.4 19.5 32.7 50.0 69.5 + 38.9 4.8 8.4 4.0 6.5 8.9 11.7 18.6 37.1 3.9 17.0 45.3 66.3 + 46.4 Result from ongoing business activity 9.4 25.4 – 6.1 5.5 30.0 41.1 + 36.9 Consolidated total income before minority interests 43.1 28.0 260.3 68.7 33.7 38.0 8.7 22.9 – 4.7 6.3 25.7 33.3 – – + 29.8 ebit after income from participations ebit margin in %4) Tax ratio in % Consolidated total income G f K G RO U P: F IV E -Y E A R - OV E RV I E W Accounting as per hgb 1999 2000 2001 eur million Key indicators – balance sheet Fixed assets Change in % on previous year Current assets Change in % on previous year 97.9 77.2 208.6 Accounting as per us gaap 2001 2002 2003 Change Pro in forma1) % eur million Key indicators – balance sheet + 8.0 Fixed assets – 263.8 285.0 29.6 – 21.2 170.1 – 26.5 8.0 177.2 190.4 189.8 – 189.8 200.9 91.2 7.4 – 0.3 – – 0.1 5.9 – + 5.8 – 55.3 40.6 109.9 – 139.0 141.9 Investments 44.3 35.2 108.3 – 76.6 47.7 – 37.7 39.2 23.2 31.1 – 28.6 20.9 – 27.0 thereof in tangible and intangibile assets 5.2 11.9 77.2 – 48.0 26.8 – 44.2 thereof in financial assets 143.8 132.7 163.1 – 181.5 204.1 + 12.5 52.3 49.6 39.5 – 38.7 40.7 – 129.7 133.1 243.3 – 281.2 288.2 + 2.5 thereof in financial assets Shareholders’ equity Equity ratio Borrowings Gearing ratio Asset structure in % Investments Shareholders’ equity Equity ratio Borrowings 47.1 49.7 58.9 – 59.9 57.4 – 275.2 267.6 413.1 – 469.6 502.0 + 6.9 – – – 23.7 – -39.6 – 24.9 – 37.2 Liquidity ratio I in% 152.6 136.9 62.6 – 52.4 59.0 – Liquidity ratio II in% 234.4 257.5 127.5 – 122.4 137.6 – Liquidity ratio II in% Liquidity ratio III in% 245.2 268.0 131.1 – 125.2 140.1 – Liquidity ratio III in% Total assets Net indebtedness Key indicators – income statement Gearing ratio Total assets Net indebtedness Liquidity ratio I in% Key indicators – income statement Total performance (from 2001 sales) 380.4 469.0 482.1 505.8 559.4 595.3 + 6.4 2) 82.4 89.4 84.8 84.8 86.0 89.8 + 4.4 thereof Consumer Tracking2) 2) 100.9 112.9 119.5 122.2 137.3 166.7 + 21.4 thereof Non-Food Tracking2) 47.9 53.6 56.5 62.6 61.3 58.3 – 4.9 thereof Media2) 128.4 183.5 199.6 214.5 224.5 220.8 – 1.6 thereof Ad Hoc Research2) – – – – 35.8 49.3 + 37.7 thereof HealthCare2) 21.4 30.2 21.6 21.6 14.5 10.4 – 27.9 thereof Other2) 56.9 62.4 60.1 62.0 63.4 62.8 – 167.1 206.7 209.7 223.2 244.1 256.6 + 5.1 43.9 44.1 43.5 44.1 43.6 43.1 – Depreciation/amortization3) 20.5 16.6 37.0 28.2 24.9 24.8 – 0.4 ebitda 38.7 53.0 52.8 58.0 68.5 91.2 + 33.0 10.2 11.3 10.9 11.5 12.2 15.3 thereof Consumer Tracking thereof Non-Food Tracking thereof Media2) 2) thereof Ad Hoc Research 2) thereof HealthCare thereof Other2) Proportion from outside Germany in % Personnel expenses Personnel cost ratio in % ebitda margin in % ebit before income from participations Net income from participations ebit after income from participations ebit margin in %4) Result from ongoing business activity Consolidated total income before minority interests Tax ratio in % Consolidated total income 156 Change in % on previous year Asset structure in % thereof in tangible and intangibile assets – Change in % on previous year Current assets – Total performance (from 2001 sales) Proportion from outside Germany in % Personnel expenses Personnel cost ratio in % Depreciation/amortization3) ebitda ebitda margin in % 15.0 36.4 15.8 29.8 43.6 66.4 + 52.1 ebit before income from participations 3.2 3.0 3.7 2.9 6.4 3.1 – 51.3 Net income from participations 18.2 39.4 19.5 32.7 50.0 69.5 + 38.9 4.8 8.4 4.0 6.5 8.9 11.7 18.6 37.1 3.9 17.0 45.3 66.3 + 46.4 Result from ongoing business activity 9.4 25.4 – 6.1 5.5 30.0 41.1 + 36.9 Consolidated total income before minority interests 43.1 28.0 260.3 68.7 33.7 38.0 8.7 22.9 – 4.7 6.3 25.7 33.3 – – + 29.8 ebit after income from participations ebit margin in %4) Tax ratio in % Consolidated total income CONTENTS P R O V I S I O N A L K E Y D AT E S I N T H E F I N A N C I A L C A L E N D A R 15 April 2004 Accounts press conference, Nuremberg 15 April 2004 Analysts’ conference, Frankfurt/Main 19 May 2004 Quarterly report as at 31 March1) 15 June 2004 Annual General Meeting, Nuremberg 19 August 2004 Interim report as at 30 June1) 18 November 2004 Quarterly report as at 30 September1) 24 February 2005 Provisional result for financial year 20041) 31 March 2005 Accounts press conference, Nuremberg 10 To our shareholders and business associates 31 March 2005 Analysts’ conference, Frankfurt/Main 18 Corporate Governance 13 May 2005 Quarterly report as at 31 March1) 26 Investor Relations 24 May 2005 Annual General Meeting, Nuremberg 12 August 2005 Interim report as at 30 June1) 15 November 2005 Quarterly report as at 30 September 1) TURNING MARKET OPPORTUNITIES INTO SUCCESS III Our Corporate Values IV GfK Group – mission statement – our aims – our strategies 1 Good financial year: Opportunities converted into market success GfK Group in figures 2 Overview of the five business divisions 4 2003 at a glance 6 The Supervisory Board 7 Report by the Supervisory Board 14 The Management Board 21 GfK shares 28 GfK special 30 Sector: brands, advertising and market research C O N TA CT S Public Affairs and Communications Dr. Ulrike Schöneberg Tel. +49 (0) 911 - 395 26 45 Fax +49 (0) 911 - 395 40 41 [email protected] Investor Relations Bernhard Wolf Tel. +49 (0) 911 - 395 20 12 Fax +49 (0) 911 - 395 40 75 [email protected] Publisher: GfK ag Nordwestring 101 90319 Nuremberg http://www.gfk.de VII Editorial support services: Medienservice Peter Reichard, Ebersberg Design: Scheufele Kommunikationsagentur GmbH, Frankfurt/Main Photography: Annette Hornischer, Frankfurt M I S S I O N S TAT E M E N T GfK. Growth from Knowledge Lithography: Mainteam, Aschaffenburg Companies need to make decisions. Knowledge is the basis for decision-making. Translation: Our business information services provide the essential knowledge that industry, retail, AGET Limited, London, UK the service sector and the media need in order to make their decisions. Printing: Mediahaus Biering GmbH, Munich The English language version is a translation of the audited German Annual Report. Printed on unchlorinated bleached paper 36 Consumer Tracking GfK Group: Annual Report 2003 1) Publication is scheduled for before the start of the trading session. If you wish to order further copies of the Annual Report or have any queries, please contact: G f K G RO U P: G ROW T H F RO M K N OW L E D G E 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. 44 Non-Food Tracking 52 Media 60 Ad Hoc Research 68 HealthCare 76 Innovative marketing research 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 84 Management report 111 Financial statements 116 Notes to the consolidated financial statements Annual Report 2003 GfK. Growth from Knowledge 148 Auditors’ report Turning market opportunities into success A D D I T I O N A L I N F O R M AT I O N 150 Glossaries and short-form names 156/V Five-year overview VI Index VII Financial calendar VII Contacts II