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GfK Group: Annual Report 2008 No future without a past No future without a past GfK. Growth from Knowledge

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Page 1: GfK Group: Annual Report 2008 NNo future without a past o ... · NNo future without a past o future without a past Odo Marquard. 01 / January The GfK Group concentrates its organizational

GfK Group: Annual Report 2008

No future without a past No future without a past

GfK. Growth from Knowledge

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II

ContentsContents

146 5-year overview

150 Glossaries

156 List of GfK company abbreviations

V Financial calendar

VI Index

VII Acknowledgements and contacts

Additional information

99 Consolidated financial statements

104 Notes to the consolidated financial statements

143 Auditors‘ report

Financial statements of the GfK Group

30 1934 – The founding of GfK

34 1957 – Launch of household panel

38 1970 – Launch of retail panel

42 1984 – tv research takes off

46 1999 – Stock market launch

50 2005 – Merger with nop World

54 2008 – A time of acquisition and expansion

GfK Special

III The corporate values which govern our thoughts and actions

IV Mission Statement

The GfK Group 2008: key data

1 No future without a past

2 2008 at a glance

4 Report by the Supervisory Board

7 The Supervisory Board

8 Letter to shareholders

12 The Management Board

14 Corporate Governance

21 GfK shares

GfK Group

Management report of the GfK Group

59 Management report

86 The regions

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III

Client driven

Our clients’ needs drive our business. We continuously seek to better understand our clients’

needs, improve all aspects of existing research products, offer innovative products and to be

an integral part of our clients’ information systems. Accuracy, sound methodology, excellent

client service, flexibility, timely delivery and cost effectiveness all ensure that we meet and even

exceed our clients’ expectations. We build long-term partnerships with our clients, contributing

to their success.

Our people

People are our main asset. Development through training, sharing ideas and sound experience is

essential to our business. Our people have the freedom to explore and develop their talents and

are empowered to achieve our common goals. We encourage and reward initiative, dedication and

hard work. Fairness, good communication and working relationships at all levels and locations are

key to our success.

Innovation

We recognize that investing in continuous innovation in both the process and the end product is

a prerequisite to meeting clients’ requirements. Our aim is to be at the cutting edge with our key

business activities. Clients’ needs, evolving markets, new technology and the expertise and ideas

of our people throughout the world are what drive innovation.

Global experience – local knowledge

We respect and learn from local business practices and cultures and provide knowledge tailored to

local needs. Our global network comprises international teams, tools and products to provide multi-

national clients with consistent services. As proud members of the GfK Group, we share local and

international expertise to continually improve all aspects of our business.

Growth

Profitable growth results in greater opportunities. As individuals, teams and business units, we are

aware of the impact of our decisions and actions at all levels. We use financial and non-financial

measurements to review and improve performance on an ongoing basis. Our growth provides

investors with a fair return on the financial resources they have entrusted to us.

Our corporate values

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Change

20071) 2008 in %

Sales in eur m 1,162.1 1,220.4 + 5.0

ebitda in eur m 188.4 192.0 + 1.9

Adjusted operating income2) in eur m 157.6 158.7 + 0.7

Margin3) in % 13.6 13.0 –

Operating income in eur m 125.6 128.9 + 2.6

Income from ongoing business activity in eur m 104.2 113.0 + 8.4

Consolidated total income in eur m 78.9 82.0 + 4.0

Tax ratio in % 24.3 27.4 –

Cash flow from operating activity in eur m 168.1 145.8 – 13.3

Earnings per share eur 1.98 2.04 + 3.0

Dividend per share eur 0.45 0.46 + 2.2

Total dividend in eur m 16.1 16.5 + 2.5

Number of employees at year-end full-time 9,070 9,692 + 6.9

1) All figures in the profit and loss statement are adjusted for effects on income resulting from the settlement with ubm.

2) Adjusted operating income is calculated from operating income. The following expenses and earnings have been eliminated: integration

costs arising in connection with the acquisition of companies, amortization on hidden reserves and impairment of additional assets identi-

fied on acquisitions as part of purchase price allocation, personnel expenses for share-based payments and long-term incentives, any other

remaining operating income and expenses, in particular, currency effects resulting from the reporting date valuation.

3) Adjusted operating income in relation to sales in %

IV

GfK Group 2008 in figures

Mission StatementMission Statement

GfK. Growth from Knowledge

Companies need to make decisions. Knowledge is the basis for decision-making. Our business information

services provide the essential knowledge that industry, retail, the service sector and the media need in

order to make their decisions.

As a knowledge provider, we aim to be at the top in all the global markets in which we operate – in the

interests of our clients, our employees, our company, our shareholders and the general public.

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GfK is GfK is 7575 this year. A perfect example of tradition and innovation this year. A perfect example of tradition and innovation

in harmony. The image section of this Annual Report has taken in harmony. The image section of this Annual Report has taken

us on a journey through time on the tracks of innovative creativity, us on a journey through time on the tracks of innovative creativity,

extraordinary events and exceptional people. Separate chapters extraordinary events and exceptional people. Separate chapters

are devoted to seven of the most critical years for GfK. Each of the are devoted to seven of the most critical years for GfK. Each of the

contributions ref lects a special year in the history of the GfK Group contributions ref lects a special year in the history of the GfK Group

and we hear from colleagues who witnessed the events at f irst and we hear from colleagues who witnessed the events at f irst

hand. The eye witness portraits were taken by Swiss photographer, hand. The eye witness portraits were taken by Swiss photographer,

Michel Comte. Michel Comte.

No future without a past No future without a past Odo Marquard

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01 / January

The GfK Group concentrates its organizational

structure from five business divisions into

the three sectors Custom Research, Retail

and Technology and Media.

Dr. Gérard Hermet, the Management Board

member responsible for the Retail and

Technology sector, is appointed to the

Management Board of GfK ag for a further

five years, until the end of 2013.

The takeover of Sydney-based Blue Moon

Group strengthens the GfK network in the

Asia and the Pacific region. GfK Blue Moon

is Australia’s leading Custom Research

company.

02 / February

The Management and Supervisory Boards

of GfK ag resolve that GfK will change from

an Aktiengesellschaft (German joint stock

company) to a Societas Europaea (se).

GfK Marketing Services Australia establishes

the first GfK subsidiary in New Zealand

03 / March

GfK Türkiye acquires Turkish market research

organization Bilesim International, and is

consequently ranked second on the Turkish

market.

The GfK Group is a silver sponsor at the

Advertising Research Foundation (arf)

conference in New York, and wins three Great

Mind Awards for a particularly innovative

market research concept and outstanding

dedication to arf. All three awards go to

GfK Custom Research North America.

04 / April

Europanel, the consumer panel partnership

between the GfK Group and uk market

research company, Taylor Nelson Sofres (tns),

cooperates with Information Resources (iri)

in the usa to create the most comprehensive

household panel network in the world.

GfK expands its Retail and Technology

network in Latin America with the takeover

of Brazilian organization, Shopping Brasil.

The GfK Group welcomes its 10,000th

employee.

05 / May

GfK ag shareholders approve the resolution

proposed by the Management and Super-

visory Boards that GfK will change from an

ag to an se.

Dr. Silvestre Bertolini, Managing Director

of GfK Marketing Services Italia and member

of the Global Retail and Technology Board,

is elected President of the Italian market

research association, Assirm.

06 / June

The Management and Supervisory Boards of

the GfK Group and the Board of Directors of

tns agree on a merger of equals.

German professional research association,

Berufsverband Deutscher Markt- und

Sozial forscher e.V. (bvm), awards the

GfK-Nürnberg e.V. with the 2008 Innovation

Prize for its development of the hilca tool

(Hierarchical Individual Limit Conjoint

Analysis).

Debra A. Pruent, member of the GfK ag

Management Board and coo of GfK Custom

Research North America, is appointed to

the Management Board of the arf.

2008 at a glance

01 02 03 04 05 06

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2008 at a glance

07 / July

The GfK Group and tns reach a mutual

agreement not to pursue the planned merger

of the two companies. GfK subsequently

pursues its intention to acquire tns.

The establishment of GfK Albania in Tirana

consolidates the leading role of the GfK Group

in Central and Eastern Europe.

According to American trade magazine,

Inside Research, GfK is the market research

company displaying the strongest growth

in the usa.

08 / August

The GfK Group decides not to pursue the

takeover bid for tns further.

us organization, the Arbor Strategy Group,

joins the GfK Group under its new name,

GfK Strategic Innovation.

09 / September

The GfK-Anholt Roper Nation Brands

Index (nbi), which measures the image of

50 countries, is published for the first time

by GfK Custom Research North America

in the usa.

GfK nop Custom Research, based in the uk,

receives the esomar Excellence Award at the

esomar annual congress in Canada.

Dr. Arno Mahlert is elected as the new Super-

visory Board Chairman of GfK ag.

10 / October

For the first time ever, GfK Custom Research

North America conducts opinion polls for the

American news agency Associated Press (ap)

in the usa.

GfK Indicator opens a retail test laboratory in

Brazil, in which different shopping situations

can be simulated.

11 / November

The GfK Group acts as the main sponsor

of the German market research trade fair,

Research & Results, held in Munich.

The GfK Group acquires 74% of Egyptian

market research organization, Market Insight.

The company, which now trades under the

name GfK Egypt, is one of the leading research

organizations in the Middle East and North

Africa.

12 / December

Through its subsidiary Encodex, the

GfK Group acquires the majority stake in

us company, Etilize, and consequently

strengthens its presence in the Retail and

Technology sector.

The traditional Christmas campaign

organized by the GfK Group – selling

traditional Nuremberger spicy gingerbread

Lebkuchen in tins with designs by children

from the local children’s home – raises eur

34,000. The money is donated to the home

for children and young people in

Reutersbrunnenstraße, as well as to other

welfare institutions in Nuremberg, Germany.

07 08 09 10 11 12

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Report by the Supervisory Board

In 2008, the Supervisory Board discharged its obligations according to the law, the Articles of

Association, the German Corporate Governance Code and the internal regulations of the company.

The Management Board kept the Supervisory Board regularly and comprehensively informed

at the appropriate times in written and oral form of issues of fundamental importance to the

Group’s business development, income and financial position, personnel situation, business

strategy, corporate planning, planned investments and risk management. The Supervisory Board

monitored and advised on the activities of the Management Board and discussed all significant

business developments with it. Between board meetings, the ceo of the Management Board

and Chairman of the Supervisory Board discussed every issue of importance to the company.

The Supervisory Board met ten times in 2008. At these sessions, the Management Board

reports were exhaustively discussed, the prospects for the Group’s growth examined and the

votes taken accordingly.

The main topics included deliberations on the strategic direction of the GfK Group, its inter-

national acquisitions activity, the annual accounts for 2007, the development of business during

2008 and the budget for financial year 2009.

Dr. Arno Mahlert

Supervisory Board Chairman

ceo maxingvest ag, Hamburg

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A particular focus of the Supervisory Board’s deliberations was the projected merger between

GfK ag and Taylor Nelson Sofres (tns), which was the object of a total of seven meetings of the

Supervisory Board. The Supervisory Board was actively involved in the process and saw in the

planned merger a good opportunity to create what would be the world’s second largest market

research organization. After exhaustive discussions with the Management Board, it was resolved

to pursue a merger of equals (based on both companies being of equal value) and on April 29,

2008, the fact that the two companies were in negotiations was publicly acknowledged.

On July 4, 2008, the majority shareholder, the GfK-Nürnberg e.V., passed the required board

resolution by majority vote approving the merger. In the meantime, however, British company,

wpp, had repeatedly expressed interest in acquiring tns, and this triggered a sudden speculative

rise in the tns share price on one hand, and a fall in the price of GfK shares on the other. This

development and the official wpp offer to tns shareholders on July 9, 2008 significantly changed

the original basis for the merger of equals. The same day, as a result, the Supervisory and

Management Boards of GfK and the relevant boards of tns announced that negotiations for the

planned merger of equals had been terminated.

Consequently, up to August 28, the GfK Supervisory and Management Boards pursued the

acquisition of tns with the involvement of a new investor. However, the development of the

price for tns and the potential influence of another investor eventually led to the decision not

to pursue the acquisition further.

Following the termination of merger negotiations, the Supervisory Board Chairman at the time,

Hajo Riesenbeck, resigned the chairmanship of the Supervisory Board of GfK se and the

presidency of the GfK-Nürnberg e.V. and left both boards with effect from September 26,

2008. The Supervisory Board wishes to thank Hajo Riesenbeck for his seven years of service

to the Supervisory Board, five of which as its Chairman.

On September 26, 2008 Dr. Arno Mahlert, ceo of maxingvest ag, Hamburg, and Chairman of

the Supervisory Board of Springer Science+Business Media s.a., Luxembourg, was unanimously

elected by the Board as the new Chairman of the Supervisory Board of GfK se. Dr. Mahlert,

formerly Deputy Chairman of the Supervisory Board of GfK, joined the board in 2004. At the

same time, Stefan Pfander was appointed Deputy Chairman of the Supervisory Board. Stefan

Pfander left the Management Board of Tchibo GmbH on December 31, 2008 to take up his

appointment to the Supervisory Board of Tchibo GmbH on January 1, 2009. Stefan Pfander is

also a member of the Supervisory Board of Beiersdorf ag and a member of the Administrative

Board of Barry Callebaut ag. Dr. Raimund Wildner, Vice President and Managing Director

of the GfK-Nürnberg e.V., was appointed by decision of the Nuremberg administrative court

on January 8, 2009 to replace Hajo Riesenbeck on the Supervisory Board.

In addition, the Supervisory Board debated the conversion of GfK ag to an Europäische Aktien-

gesellschaft (se), which was completed on February 2, 2009, in several sessions.

The Supervisory Board examined the regulations pertaining to the Corporate Governance Code

and on December 10, 2008, gave the Declaration of Compliance in accordance with the terms

of Article 161 of the German Joint Stock Corporation Act. The company fulfils the mandatory

provisions to the full extent with the exception of three requirements and the voluntary regulations

with the exception of one. The discrepancies are explained on page 19 f of the present Annual

Report under the section on Corporate Governance.

To enable it to carry out its remit efficiently, the Supervisory Board is supported in its work by

four committees: the Audit Committee, the Personnel Committee, the Presidial Committee and the

Nominations Committee.

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Report by the Supervisory Board

The Audit Committee met six times in the reporting period to discuss the company’s business

development, the income and financial position and planned investments by the company.

Additional focal points were issues of financing, questions pertaining to the accounting system

and interim reporting, the internal audit and subjects relating to Corporate Governance and

Compliance.

The Personnel Committee met four times in the reporting period and subjects under discussion

included Management Board remunerations, extending the service contract of Management

Board member, Dr. Gérard Hermet, and deliberations on the new form of the Supervisory Board

remuneration.

The Presidial Committee held two telephone conferences during the tns project for the purposes

of obtaining information on the current status of the tns project.

Since October 2008, the Nominations Committee has dealt with the preparations for nomination

of two new Supervisory Board members at the Supervisory Board sessions, as well as on the

telephone. This became necessary with the resignation of Hajo Riesenbeck, and the request

from Jürgen Schreiber that he be permitted to resign his post at the Annual General Meeting

on May 20, 2009.

Moreover, Dr. Raimund Wildner, who was appointed as successor to Hajo Riesenbeck on the

Supervisory Board by court decision, will leave this committee when the ordinary Annual General

Meeting appoints his successor at its meeting on May 20, 2009.

The 2008 annual report and accounts of GfK se and the GfK Group were audited and given

unqualified approval by the auditors, kpmg ag. Every member of the Supervisory Board received

the audited financial statements at the appropriate time.

The Audit Committee deliberated on these documents in a preparatory session and the Super-

visory Board gave it consideration at the plenary session held during its accounts’ meeting

on March 26, 2009. The auditors of the annual and consolidated accounts were present at

both meetings. They reported on the audit in general and on particular aspects specified as

mandatory for the issue of the auditor’s certificate. Beyond this, they responded in detail to

questions from members of the Audit Committee and the Supervisory Board.

The Supervisory Board noted and approved the auditors’ report, and having examined the

annual accounts prepared by the Management Board, gave its approval to discharge the

accounts. The Supervisory and Management Boards reached agreement on the proposal

for appropriation of the profits. GfK once again pursued a successful course in 2008, despite

the growing difficulties in the markets caused by the global economic and financial crisis.

This result is attributable to the superb achievements of the staff, directors and employee

representatives of GfK se. The Supervisory Board wishes to express its thanks to all in

appreciation of their dedication and performance. In spite of the considerable added burden

of work associated with the tns project, the commitment to current business remained firm at

all times. Thanks and appreciation are also due to clients and business associates of GfK se.

The Supervisory Board has no doubt that the strong basis forged by the GfK Group will enable

it to surmount the major challenges posed by 2009.

Nuremberg, March 26, 2009

Dr. Arno Mahlert

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Stephan Lindeman

Since February 2, 2009

Director Retail, Intomart GfK b.v.,

Hilversum, Netherlands

Shani Orchard

Since February 2, 2009

Director Human Resources, GfK Retail

and Technology uk Ltd, West Byfleet,

Surrey, uk

Jürgen Schreiber

ceo and President of Shoppers Drug Mart,

Toronto, Canada

Dieter Wilbois

Independent Works’ Council representative

(Chairman of the Works’ Council and Group

Works’ Council) at GfK se, Nuremberg

Dr. Raimund Wildner

Since January 8, 2009

Managing Director and Vice President

of the GfK-Nürnberg e.V., Berlin

Audit Committee

Dr. Christoph Achenbach (Chairman)

Stefan Pfander

Dieter Wilbois

Personnel Committee

Dr. Wolfgang C. Berndt (Chairman)

Dr. Arno Mahlert

Shani Orchard

Jürgen Schreiber

Presidial Committee

Dr. Arno Mahlert (Chairman)

Dr. Wolfgang C. Berndt

Stefan Pfander

Dieter Wilbois

Nominations Committee

Dr. Arno Mahlert (Chairman)

Dr. Wolfgang C. Berndt

Stefan Pfander

Dr. Arno Mahlert

Supervisory Board Chairman

Appointed September 26, 2008

ceo, maxingvest ag, Hamburg

Hajo Riesenbeck

Up to September 26, 2008

Supervisory Board Chairman

Stefan Pfander

Deputy Chairman of the Supervisory Board

Appointed September 26, 2008

Management Consultant

Dr. Christoph Achenbach

Managing Director and Partner of the

intes Group, Bonn

Dr. Wolfgang C. Berndt

Non-Executive Director

Kerstin Döpfert

Up to February 2, 2009

Independent Works’ Council representative

at GfK se, Nuremberg

Sandra Hofstetter

Up to February 2, 2009

Independent Works’ Council representative at

GfK se, Nuremberg

The Supervisory Board

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I have been writing this letter to you since 1998, and have almost always been able to report

increased sales and good profits. I am delighted to say that this is also the case for 2008.

However, I have seldom been so unsure as to what to write as I am this time. Will the

assumptions for 2009 still be correct by the time you receive the copy of the financial report?

Will reality overtake plans for the current year, and could the measures we intend potentially

lead us in the wrong direction?

Professor Dr. Klaus L. Wübbenhorst

Chief Executive Officer of GfK se

Letter to shareholders

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2008: a turbulent year

This financial year was eventful in many respects, and was certainly much more than just

another year in the long and successful history of the GfK Group.

A new organizational structure has been in place since the beginning of 2008. Taking as

a starting point the source of the information on which our business model is based, we

have concentrated our former five business divisions into the three sectors: Custom Research,

Retail and Technology and Media. Less is more was – and is – the idea behind this move.

With this new structure, we have achieved organic growth of 5.5% and sales of over eur 1.2

billion. We performed particularly well in the growth regions of Central and Eastern Europe,

Asia and the Pacific and Latin America. Our approach of using acquisitions as a foundation

for future organic growth is paying off.

In April, we also welcomed our 10,000th employee worldwide. My colleague, Debra A. Pruent,

joined the Management Board at the beginning of the year, and she is responsible for major

areas of our Custom Research sector. Her presence also makes our Management Board still

more international and contributes further to the gender balance.

Many months of the 2008 financial year were affected by the discussions between the GfK Group

and British market research organization, Taylor Nelson Sofres, with a view to creating the

industry’s undisputed No. 2. The negotiations were originally aimed at a merger of equals. In

late summer, we then considered attempting a takeover, but eventually abandoned this intention.

We judged the financial risks and potential influence of private equity investors to be too high.

Given the current financial and economic crisis, we can say that this decision was absolutely

the right one.

The discussions generated a very high level of uncertainty with some GfK Group staff, and in the

cooperation of the various boards, in particular the Management and Supervisory Boards and

the majority shareholder of the GfK Group, the GfK Association. Following the failed merger,

Hajo Riesenbeck resigned from his posts as Supervisory Board Chairman and President of the

GfK Association. I should like to thank him for his years of service on the Supervisory Board of the

GfK Group.

Since then, Dr. Arno Mahlert has chaired the Supervisory Board, of which he has been a member

for many years, and in this capacity, he will be contributing to the continuity and stability of the

development of the GfK Group.

Our dividends policy also shows continuity. Despite, or as a result of, the international economic

situation, the Supervisory and Management Boards are proposing the ninth consecutive dividend

increase to the Annual General Meeting on May 20, 2009. By giving a dividend of eur 0.46, we

are enabling our shareholders to share in the company’s success.

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2009: a year of uncertainty

The 2009 financial year and also large parts of 2010 will, without a doubt, be characterized

by a high level of uncertainty. How will our clients develop? Which industries will suffer more

than others as a result of the global economic crisis? When will economic recovery begin?

What is clear is that nobody knows for certain. The development in the dollar exchange rate

and the price of oil show this only too clearly.

How should we, in the GfK Group, face up to these particular challenges?

For GfK Management, the certainty is that it will not be “business as usual”.

The Management Board will not be making decisions based on a short-term view that does not

look beyond the next quarter. Equally, there will be no knee-jerk reactions in the wake of the

cancellation of an order.

Instead, we must act with a sense of proportion over the next few months. We must display

caution where appropriate. We must not simply save for the sake of saving costs, but we must

scrutinize expenditure and business processes. We must be proactive in the market wherever

possible. Any crisis has its risks, but it also presents opportunities, and we aim to grasp these.

Seizing the opportunities and overcoming the risks have been an integral part of the development

of the GfK Group for many years. Despite all the uncertainty, the year ahead is also a special one

for GfK. And in the spirit and letter of the Annual Report you are now holding, on the occasion

of our 75th anniversary, we can say: “No future without a past”.

Our predictions for financial growth in 2009 are cautious. Our aim will be to increase sales

organically in 2008 and to retain the margin, goals which will certainly not be easy to achieve.

Our Group-wide efficiency program, biss, is intended to support us in achieving these aims.

biss combines various projects that are divided into the four main categories of “Business,

it Services and Streamline Services create Synergies”. The program will make a significant

contribution to maintaining and fostering GfK’s competitive edges. From 2012 onwards, the

program should result in sustainable income growth of eur 30 million.

Letter to shareholdsers

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Until then, we will certainly have to chart some stormy seas and uncertain waters. The

GfK Management and Supervisory Boards still have a clear view of the way ahead,

and we know that we can rely on our global team.

It is clear that in stormy waters, navigation systems and navigators are essential. Our navigation

systems are the tools, methods and techniques that we employ for our market research.

And the navigators? All of us together – the more than 10,000 members of the GfK global team.

Sincerely yours,

Prof. Dr. Klaus L. Wübbenhorst

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Professor Dr. Klaus L. Wübbenhorst, Debra A. Pruent, Petra Heinlein (first row from left to right)

Dr. Gérard Hermet, Wilhelm R. Wessels (second row from left to right)

Christian Weller von Ahlefeld, Professor Dr. Klaus L. Wübbenhorst, Debra A. Pruent (third row from left to right)

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The Management Board

Petra Heinleinborn 1958

Responsibility in the Custom Research

sector, e.g. for the Financial Services

and Consumer and Retail segments

Professional career

Since 2002 Member of the Management Board

of GfK se, appointed until 2011

2001-2001 Integration management on behalf

of GfK ag

1992 – 2000 Managing Director of contest census

in Frankfurt

1985 Joined GfK as project manager with

GfK Marktforschung

1984 Research Assistant at the Arnold-

Bergstraesser Institute, Freiburg im Breisgau

Education

1984 Graduated in Political Science from the

University of Bamberg

Professor Dr. Klaus L. Wübbenhorst born 1956

Chief Executive Officer (ceo), responsibility

for Strategy, Internal Audit, Method

and Product Development, Corporate

Communications and it Services

Professional career

Since 1998 Spokesman and, since 1999, ceo of

GfK se, appointed until 2012

Since 2005 President of the Chamber of Industry

and Commerce for Middle Franconia in Nuremberg

1992 – 1997 Member of the Management Board

of GfK ag, responsible for Finances, Accounting,

Financial Controlling, Personnel, Purchasing,

Production and it

1991 – 1992 Member of the Management Board

of kba-Planeta ag, Radebeul near Dresden

1984 – 1991 Employee of Bertelsmann ag,

Gütersloh, becoming Managing Director of

Druck- und Verlagsanstalt Wiener Verlag,

Himberg near Vienna

Education

2005 Awarded the title of Honorary Professor by

Friedrich-Alexander University in Erlangen-

Nuremberg

1984 Doctorate from the Technische Hochschule,

Darmstadt

1981 Graduated in Business Administration from

the University/Gesamthochschule, Essen

Christian Weller von Ahlefeldborn 1958

Chief Financial Officer (cfo) and Human

Resources Director, responsibility for

Financial Services, Human Resources and

Central Services

Professional career

Since June 1, 2005 Member of the Management

Board of GfK se, appointed until 2013

2000 – 2005 cfo of the Tele-München Group

1996 – 2000 Director and Head of Group Finance

at Siemens ag and Manager of Siemens Financial

Services division

1995 – 1996 Executive Director of sbc Warburg

and member of the corporate management of

J. P. Morgan

1983 – 1995 J. P. Morgan in New York, London and

Frankfurt, becoming Vice President and member of

the European Corporate Finance Executive

Committee

1982 – 1983 Assistant to the management of

Heinrich D. Hansen in Flensburg

Education

1981 Graduated in Business Administration from

the Freie Universität Hamburg

Wilhelm R. Wesselsborn 1952

Responsibility for the Media sector and

in the Custom Research sector for the

Consumer Tracking and HealthCare

segments

Professional career

Since 1996 Member of the Management Board

of GfK se, appointed until 2011

1991 – 1996 Managing Director of GfK ag,

Gesundheitsforschung/i+g Gruppe Gesundheits-

und Pharma-Marktforschung

1986 – 1996 Managing Director of gpi, Gesellschaft

für Pharma-Informationssysteme, Nuremberg/

Frankfurt

1978 Joined GfK as a Research Associate

Education

1977 Graduated in Business Administration from

the University of Saarbrücken

Debra A. Pruentborn 1961

Responsibility in the Custom Research sector

for the Automotive and Business and Techno-

logy segments

Professional career

Since January 1, 2008 member of the Management

Board of GfK se, appointed until 2011

2006 – 2007 Chief Operation Officer (coo) of GfK

Custom Research North America

1992 – 2005 Employee of the us automotive-industry

market-researcher Allison-Fisher International, most

recently as ceo

1983 – 1992 Various management functions with

General Motors Corporation, usa

1988 – 1990 Extraordinary Professor of Statistics at

Oakland University, usa

Education

1986 Degree in Applied Statistics from Oakland

University, usa

1983 Degree in Mathematics and Computer Science

from Wayne State University, usa

Dr. Gérard Hermetborn 1951

Responsibility for the Retail and Technology

sector

Professional career

Since 1999 Member of the Management Board

of GfK se, appointed until 2013

1998 – 2000 Chairman of the French Marketing

Association (afm)

1988 – 1998 Managing Director of GfK Sofema,

France

1984 – 1998 Managing Director of GfK France, then

General Manager GfK Marketing Services, France

1978 – 1984 Employed by Burke Marketing

Research, Paris, France

Education

1978 Doctorate from the University of Grenoble

1975 mba from the French Business School (icn)

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The management of GfK is committed to increasing the value added of the company

on a responsible, transparent and sustained basis. This is documented by almost total

compliance with the Corporate Governance principles.

Declaration of compliance without material restrictions

The Management Board and the Supervisory Board issued their declarations of compliance

pursuant to Section 161 of the Joint Stock Corporation Act (AktG) on December 10, 2008.

The declaration of compliance is on page 19.

The company complies with all the recommendations under the Code apart from those

mentioned below and in the declaration of compliance.

For all other affiliated or associated companies, the company publishes their share of the

capital and their own equity capital, but not the respective income from the preceding

financial year. The decisive factor here is that transparency at the individual-company level

could be disadvantageous to the company’s competitiveness.

The interim report was published on August 28, 2008 (14 days after expiry of the 45-day

period). The delay was caused by the interim audit in connection with the strategic

negotiations with Taylor Nelson Sofres (tns). In 2009, GfK will again comply fully with the

prescribed publication dates.

GfK also complies with virtually all of the non-binding suggestions in the Code. There is only

one point where compliance is restricted. This relates to the contactability of the appointed proxy-

representative for the execution of shareholders’ voting rights in accordance with instructions

during the Annual General Meeting. This should guarantee that shareholders can issue

instructions to the company via their representative even during the Annual General Meeting.

From the Annual General Meeting in 2010, it is intended to secure the contactability of

shareholders’ representatives during the Annual General Meeting.

Management and control structure

GfK Aktiengesellschaft (since February 2, 2009, GfK se) is subject to the German Stock

Corporation Act and has a two-tier management and control structure comprising a

Management Board consisting of six persons and a Supervisory Board with nine members.

Two thirds of the members of the Supervisory Board are shareholder representatives

and one third employee representatives. In accordance with the standing rules of the

Supervisory Board, its representatives are independent. Alongside their activity for the

Supervisory Board, the majority of the members also held senior positions in other com-

panies during 2008.

The Supervisory Board advises and monitors the Management Board in the management

of business operations. Consequently, expertise from trade, industry and financial sector

at both national and international levels should be represented in the composition of the

Supervisory Board. The Supervisory Board has formed four independent committees, the

Presidial Committee, the Nominations Committee, the Personnel Committee and the Audit

Committee.

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The Code recommends that the Chairman of the Audit Committee has particular expertise

and experience in the application of accounting principles and internal financial controlling.

Until September, 2008, the Audit Committee was chaired by Dr. Arno Mahlert, who has

been a member of the Management Board since 2004 and Chairman of the Management

Board of maxingvest ag since May 1, 2007. Following the resignation of Hajo Riesenbeck,

Dr. Arno Mahlert was appointed Chairman of the Supervisory Board at the Supervisory Board

meeting on September 26, 2008. He was succeeded as Chairman of the Audit Committee

by Dr. Christoph Achenbach. Dr. Achenbach has been a partner and shareholder in intes

Beratung für Familienunternehmen since the beginning of 2008. He sits on various Advisory

and Supervisory Boards. Dr. Achenbach has many years’ operational experience in various

senior positions. He was previously Spokesman for the Klingel Group’s management.

In 2008, there were no consultancy and other service and works contracts between

members of the Supervisory Board and the company. Further details of the activities

of the Supervisory Board are given in the detailed Report by the Supervisory Board

on page 4 onwards.

The company has taken out a d&o insurance policy with an appropriate deductible for

members of the Management and Supervisory Boards.

Responsible risk management

Systematic risk management has been in place at the company for many years and has been

reviewed by the year-end auditors. Details are provided in the Risk Report on page 76 onwards.

Transparency in communications

With the aim of transparent communications, the company is pursuing its objective of

providing the same information to all the interested parties at the same time. All press

releases and corporate communications are available via the website www.gfk.com.

Newsletters in both electronic and printed form report on the latest news from the

Group, and the survey results from the three sectors provide the findings from market

research.

Remuneration report

Remuneration of the Management Board

The remuneration of the members of the Management Board comprises four components:

a fi xed element, a bonus (variable, short-term remuneration), the 5 Star Incentive Program

(variable, long-term remuneration) and the pension commitments. The structure of the

remuneration system is reviewed regularly by the Supervisory Board in line with the

recommendations of the Personnel Committee. The remuneration is based on the respective

remits of members of the Management Board, their personal performance and that of the

full Management Board. The non-performance related remuneration components comprise

a fi xed element and the pension commitments. The variable remuneration components

comprise variable components dependent upon internal annual performance targets (short-

term components) and stock options or a claim under the 5 Star Long Term Incentive

Program (long-term components).

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The 5 Star Incentive Program has the following objectives:

This program continues on the basis of the earlier stock option program, without issuing

new shares. The remuneration is based on cash benefi t. As with the previous program, the

intention is to bind the management to long-term operational and strategic corporate goals.

The term of each tranche is three years. Participation in the program is dependent on

individually-agreed performance targets. The contractually-agreed remuneration component

creates an entitlement to virtual shares on attainment of individual performance targets.

The number of virtual shares is calculated with reference to the amount of remuneration

divided by the price of the virtual shares. The price is the listed price of GfK shares, which

corresponds to the average price of the last 20 trading days before the year-end. For every

virtual GfK share acquired, the Management Board also receives a performance share. The

development of the long-term remuneration, composed of the virtual shares and performance

shares, depends on the development of the share price and attainment of two performance

targets: the Total Shareholder Return (tsr) of the GfK share by comparison with the tsr of

the shares of companies in the Dow Jones Euro Stoxx Media Index and the increase in the

operating income of GfK over a three-year period. The operating income index is measured

as an actual rise in the operating income over an expected rise of this parameter. The

expectation is stipulated by the Supervisory Board of GfK on an individual basis for each

tranche of the program. The Supervisory Board derives the performance targets from

the expected capital-market income to companies from the index noted above.

The performance shares granted by GfK shall lapse, reduce or increase, depending on

attainment of both targets. Under terms of the Corporate Governance Code, the increase

in value of a tranche is limited.

Structure of pension commitments

In principle, the pension contracts for Management Board members are uniformly structured.

After three service years as a member of the Management Board (waiting period), the

company grants a retirement pension, an early retirement pension, a disability pension and a

widows’/widowers’ and orphans’ pension. The fi xed annual remuneration of the benefi ciary

agreed in the contract of employment is deemed to be the pensionable income. Benefi ciaries

receive a retirement pension, when they leave the service of the company upon reaching the

normal retirement age. After three years’ service as a member of the Management Board,

the annual pension amounts to 30% of the pensionable income. This increases by three

percentage points for each additional full year. The retirement pension is limited to 60% of

pensionable income. The retirement pension is granted on leaving the company at the age

of 62. A reduced, early-retirement pension may be provided at the age of 60. If pension

benefi ciaries leave the service of the company before their 62nd birthday due to a partial or

complete reduction in earning capacity, they receive a disability pension for the duration of

the partial or complete reduction in earning capacity. If the reduction in earning capacity

still applies upon reaching the normal retirement age, the pension continues to be paid as a

life-long pension. The disability pension is calculated in the same way as the retirement

pension albeit only the service years until the benefi ciary leaves the company are included

in the calculation, which is based on the pensionable income at the time membership of the

Management Board ends. In the calculation it is assumed that the benefi ciary has been a

member of the Management Board for ten years. If he or she has been a member for more

than ten years, the benefi ciary’s disability pension will equal the entitlement acquired up to

Corporate Governance

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leaving the company. There is a different arrangement for Management Board member Debra

A. Pruent, in whose calculation the entitlement to a disability pension assumes that she has

been a member of the Management Board for three years. If she is a member for more than

three years, her disability pension will be equal to that acquired up to leaving the company.

The widows’/widowers’ pension amounts to 60% of the retirement pension or disability

pension last paid; the orphans’ pension amounts to 30% for full orphans and 15% for half

orphans. After the commencement of the pension, the current pension is increased annually

by two percentage points.

The company can grant higher adjustments, if the consumer price index shows a higher

increase in prices.

Remuneration of the Management Board

Annual salary

5 Star Incentive

Program Pensions

teur

Fixed

salary

Variable

Compo-

nent

Number

of shares

(units)

Value at

time of

issue Total

Liquidation

of / allocation

to pension

provisions

Pension

provisions at

year-end

2008

Prof. Dr. Klaus L.

Wübbenhorst

(ceo) 570.5 573.9 5,466 247.1 1,391.5 – 285.6 4,407.2

Christian Weller

von Ahlefeld 378.3 417.8 3,644 164.8 960.9 149.6 1,784.9

Petra Heinlein 391.5 305.3 3,644 164.8 861.6 – 110.3 2,003.8

Dr. Gérard Hermet 395.7 576.5 3,644 164.8 1,137.0 503.5 3,087.7

Debra A. Pruent 318.6 279.8 3,644 164.8 763.2 359.6 359.6

Wilhelm R. Wessels 376.9 378.7 3,644 164.8 920.4 – 26.6 2,918.6

Remuneration 2008 2,431.5 2,532,0 23,686 1,071.1 6,034.6 590.2 14,561.8

Remuneration 2007 2,067.7 2,905.0 6,540 348.7 5,321.4 – 1,380.0 13,971.5

In 2007, the Management Board of GfK Group comprised five and in 2008 six individuals.

As of December 31, 2008, the Management Board held a total of 375,787 shares and 302,107

options for GfK shares.

Former members of the management of GfK GmbH, Nuremberg, and of the Management Board

of GfK se, Nuremberg, and their dependents received a total remuneration of eur 0.9 million.

There are provisions of eur 11.4 million for pension obligations to former Management Board

members, their dependents and Managing Directors.

Remuneration of the Supervisory Board

The remuneration of the Supervisory Board is regulated by the Annual General Meeting and

stipulated in the Articles of Association. It is based on the remit and responsibility of Super-

visory Board members and on the commercial success of GfK. Essentially, this comprises the

following elements: in addition to expenses, members of the Supervisory Board receive a

fi xed remuneration of eur 9,000.00 payable at the end of the fi nancial year. They also receive

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annual remuneration, which is performance-linked and contingent on income per share. This

payment is linked to attainment of a minimum value, which is calculated as follows: a perfor-

mance-related remuneration of eur 500.00 is paid for every eur 0.10 income per share above

the threshold value of eur 0.30 income per share established in 2005, as shown in the

consolidated fi nancial statement in accordance with the International Financial Reporting

Standards (ifrs). The amount of eur 0.30 is increased annually by eur 0.10, so that the mini-

mum value for fi nancial year 2008 is therefore eur 0.60. The average income per share over

the current fi nancial year and the two preceding years is used as a basis for the calculation.

Performance-related remuneration may only amount to one and a half times the fi xed annual

remuneration. The Chairman of the Supervisory Board receives two and a half times the fi xed

and variable amounts mentioned above; the Deputy Chairman receives one and a half times

this amount. The remuneration increases by 25% for membership of the Personnel Committee

and the Audit Committee, and by 50% per chair of one of these two committees up to a

maximum of 100% of the fi xed and variable remuneration. GfK compensates every Super-

visory Board member for any vat applying to their remuneration and the reimbursement of

expenses. Supervisory Board members, who have only held their position for part of the

fi nancial year, are compensated on a pro rata basis.

As of December 31, 2008, the Supervisory Board held a total of 3,462 shares. Members of

the Supervisory Board hold no share options.

Details of transactions involving GfK shares by members of the Supervisory Board and

the Management Board are published on the website in accordance with the Corporate

Governance Code.

The remuneration report forms part of the consolidated fi nancial statements and the Group

management report.

Corporate Governance

Remuneration of the Supervisary Board

teur

Fixed

componets

Variable

components

Total

remuneration

Dr. Arno Mahlert (Chairman since September 26, 2008) 19.80 15.39 35.19

Hajo Riesenbeck (Chairman up to September 26, 2008) 19.90 15.47 35.37

Stefan Pfander (Deputy Chairman since September 26, 2008) 12.45 9.68 22.13

Dr. Christoph Achenbach 11.85 9.22 21.07

Dr. Wolfgang C. Berndt 11.85 9.22 21.07

Kerstin Döpfert 11.25 8.75 20.00

Sandra Hofstetter 9.00 7.00 16.00

Jürgen Schreiber 11.25 8.75 20.00

Dieter Wilbois 11.25 8.75 20.00

Remuneration 2008 118.60 92.23 210.83

Remuneration 2007 121.50 94.50 216.00

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Declaration of Compliance by the Management and Supervisory Boards of GfK Aktiengesellschaft in accordance with the provisions of Section 161 of the German Stock Corporation Act (AktG)

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management

and Supervisory Boards of stock-exchange listed companies must declare each year, the

extent to which they have complied with and will continue to comply with the recommen-

dations of the Government Commission German Corporate Governance Code published

by the German Ministry of Justice in the official section of the online Federal Gazette and

which recommendations have not or will not be complied with. This declaration must be

made available to shareholders at all times.

The German Corporate Governance Code (the “Code”) contains regulations, some of which are

binding. In addition to outlining the prevailing company law, it also contains recommendations

from which companies may deviate, although in such cases, they are obliged to publish

information on such deviations every year. The Code also proposes suggestions from which

companies may deviate without the necessity for these to be disclosed.

Deviations from the recommendations and suggestions have been published since 2002.

These are reported separately below:

I. Recommendations

The Management and Supervisory Boards of GfK ag declare that they have complied with

and will continue to comply with the recommendations of the Government Commission

German Corporate Governance Code in the version of June 6, 2008 published by the German

Ministry of Justice on August 08, 2008 in the official section of the online Federal Gazette.

Only the following recommendations have not been applied:

1) Point 4.2.3 deals with variable remuneration components for the Management Board.

With regard to stock options, the requirement includes “the Supervisory Board shall

agree a limitation option (cap) for extraordinary, unforeseeable developments”.

GfK ag’s stock option program expired on December 31, 2004 and no cap is provided for

this program. Tranches already issued or still to be issued may be exercised up to and

including December 31, 2011. The Management and Supervisory Boards agreed on a new

program on December 12 and December 14, 2005 which complies with the requirements

of point 4.2.3.

2) Point 4.2.3 subsections 4 provides: “In concluding Management Board contracts,

care shall be taken to ensure that payments made to a Management Board member on

premature termination of his contract without serious cause do not exceed the value of

two years’ compensation (severance payment cap) and compensate no more than the

remaining term of the contract…”

In 2008 no new Management Board contracts were negotiated or concluded.

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Compliance Officer: Roland Fürst

Tel. + 1 212 240-5444 Fax + 1 212 240-5353 [email protected]

www.gfk.com/Investor

3) Point 7.1.2 provides for the publication of the consolidated financial statements

within 90 days and interim reports within 45 days.

Since January 1, 2005, GfK ag has consistently complied with the 45 day period for publication

of its quarterly results. In 2008 the Mid Year Report was published on August 28, 2008

(14 days after expiration of the 45 day period) as a result of the half year audit in connection

with the strategic negotiations with Taylor Nelson Sofres plc. (tns). Publication of the 2009

Annual Report is scheduled for 31 March, 2009, i.e. within the required period.

4) Point 7.1.4 provides for the publication of information concerning other companies.

Every year, GfK ag publishes a list of holdings which gives information on all affiliated and

associated companies and other major holdings. The information includes equity stake,

equity and fiscal year details.

Information beyond this level concerning the last year’s results of companies in which GfK ag

holds a not insignificant stake is not made available. The key criterion here is that transparency

at individual company level may prove a competitive disadvantage to GfK ag.

II. Suggestions

The Management and Supervisory Boards declare that they have complied with and will

continue to comply with the suggestions of the Government Commission German Corporate

Governance Code in the version of June 6, 2008 published by the German Ministry of Justice

on August 08, 2008 in the official section of the online Federal Gazette. Only the following

suggestions are not applied:

1) Point 2.3.3, third sentence provides: “The Management Board should ensure the

appointment of a representative to exercise voting rights for shareholders in accordance

with instructions: such persons should also be contactable during the annual General

Meeting.”

In the past, GfK ag has appointed a proxy to exercise the voting rights before the Annual

General Meeting and will continue to do so in then future. Voting proxies shall be determined

in accordance with the regulations listed in the invitation convening the Annual General Meeting.

The details are published in the agenda and on the website under www.gfk.com/Investor.

Voting during the Annual General Meeting is currently difficult for technical reasons. As soon

as a practicable solution has been found for the secure transmission of votes, GfK ag will

check the feasibility to introduce such a system.

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Stock market 2008 dominated by the crisis on financial markets

The crisis on the financial markets cast its shadow over 2008. It affected events on all

stock markets, albeit to a differing degrees. Players on Wall Street are looking back on one

of the most turbulent years on stock markets in living memory. In September, New York’s

Dow Jones index lost 4.4% in one day – the sharpest fall since trading resumed after

September 11, 2001. The exchange supervisory authority suspended trading at times

because of the dramatic falls in prices, short sales were forbidden. Over the course of the

year, the index lost 33.8% (2007: +6.4%). At the same time, the us’s s&p 500 fell 38.5%

(2007: +3.5%) in the reporting period. Share markets in Europe and Asia also slumped.

The leading European index, the eurostoxx 50, lost 44.4% of its value (2007: +6.8%)

in the course of the year. In a country comparison, the leading French index, the cac 40,

closed 42.7% down (2007: +1.3%), while the leading Spanish index, the ibex 35, was 39.4%

down (2007: +7.3%) and the leading British index, the ftse 100, lost 31.3% (2007: +3.8%).

The leading Asian indices were even more heavily hit. Having made substantial gains

in 2007, the Chinese Shanghai Composite lost 65.4% (2007: +96.7%) and the Indian

bse Sensex 52.5% (2007: +47.1%) of their value. At the 2008 year-end, the Japanese

Nikkei index was 42.1% down (2007: –11.1%). Leading indices in Central and Eastern

Europe recorded comparably sharp falls in value. In the reporting period, the cece Eastern

European index fell by 53.7% (2007: +10.5%), while the Russian rts lost a massive

72.4% (2007: +19.2%).

GfK shares: outperformed the comparable index

Even the heavyweights in the German stock market were subject to violent price fluctuations

and suffered substantial losses. After five successful years in succession, the leading index,

the dax, lost 40.4% of its value in the last financial year (2007: +22.3%) to stand at 4,810 points

at the year-end. In October alone, the blue chips fell by 22%, which is almost double

what had previously been the weakest week since the terrorist attacks in the USA in

September 2001. Investors reacted to the negative economic data and falling corporate pro-

fits by selling more shares.

GfK share key data

German Securities code 587530

isin (International Securities

Identification Number) DE0005875306

Reuters GFK.DE

Bloomberg GFK GR

Datastream D:GFKX

First Call GFK.DE

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GfK shares

GfK share price performance comparison

in 2008

From ipo to

31.12.20081)

GfK ag – 20.0 % + 42.9 %

dax – 40.4 % – 9.2 %

sdax – 46.1 % – 3.4 %

dj Euro Stoxx Media – 33.2 % – 33.5 %

1) Compared with the Initial Public Offering (ipo) of eur 15,41 at

the time of the stock exchange launch on September 23, 1999

(adjusted by the capital increase from corporate funds).

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Having risen by 5.0% in 2007, the mid cap index mdax fell by 43.2% in 2008. The small

cap index sdax lost 46.1% of its value (2007: –6.8%) over the course of the year. The

Dow Jones Euro Stoxx Media, the index relevant to GfK listing international media and

market research stocks, fell by 33.2% (2007: –1.2%) in the same period.

Bond markets benefited from the turbulence on stock markets. In the course of the year,

the German bond index, the rex, which contains 30 fixed rate German government bonds,

recorded a gain of 10.1% (2007: +2.5%). Investors had more faith in fixed rate instruments,

which also corresponded with the decline in investors investing directly in shares.

According to the German Institute of Investors, the number of shareholders decreased from

4.0 million in 2007 to 3.6 million in 2008.

GfK shares closed the year down 20% at eur 22.02 (2007: –16.2%). Within the 50 sdax

stocks, the company ranked seventh best in terms of performance. For shareholders, who

acquired their shares as part of the ipo in 1999 and have held them since, their shares had

increased 42.9% at the end of 2008. This equates to an annual return on invested capital of

4.8%. In comparison with this, fixed rate German government bonds generated an average

return of 4.2% per year in the same period. In the same period, the average annual return

on a dax index certificate (1:1 copy) would be minus 1.0%, on an sdax index certificate it

would be minus 0.4% and on a Dow Jones Euro Stoxx Media index certificate, it would be

minus 3.7%.

GfK shares

GfK dax 30 Performance sdax Performance dj Euro Stoxx Media

1) All values are indexed to the GfK share price

GfK share price performance compared with the indices in 20081)

32

30

28

26

24

22

20

18

16

14

12

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

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At the end of December 2008, GfK’s market capitalization stood at eur 791.6 million

(2007: eur 986.2 million). As a result, the company ranks number 5 in the sdax

(2007: number 13) and number 45 in the dax 100 (2007: number 63). In terms of

stock market turnover, GfK ranked number 30 in the sdax (2007: number 26) and

number 81 in the dax 100 (2007: number 77) in the reporting period. In the past financial

year, the average daily stock market turnover, at 32,000 shares, was lower than in the

previous year (2007: 48,000 shares).

Merger discussions: a significant impact on share price performance

GfK shares started 2008 at eur 27.49, but were unable to buck the trend on the international

stock markets and shares fell to eur 21 in January. Following publication of very good

provisional figures for 2007 at the end of February, the previous falls in the share price were

offset to some extent. The price of GfK shares rose to over eur 26. Six banks confirmed

their “buy” recommendations while one bank recommended holding the share. Citigroup,

the world’s second largest bank, recently included GfK shares in its coverage.

The second and third quarters of 2008 were dominated by merger negotiations with the

British market research company Taylor Nelson Sofres (tns). Share markets reacted very

positively to the announcement on April 29 that GfK planned to enter into a “merger of equals”

with tns. At this point a merger of equals was possible since both groups had roughly equal

market capitalizations. The GfK share gained 17% to eur 31.27 within a week, while the

tns share price increased by 23% in this period.

Highest and lowest share price Monthly closing price

34

32

30

28

26

24

22

20

18

16

14

12

Nov DezJan

21.81

Jul SeptFeb Mrz Apr Mai Jun Aug Okt

Highest and lowest value of the GfK share full year 2008 in eur

23.55

27.45

22.07

23.84

29.45

27.40

31.27

25.92

30.65

28.63

22.72

25.71

19.75

25.93

13.00

23.09

16.71

22.04

25.95

29.00

14.87

19.5117.82

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On May 5, the British media and market research group wpp expressed its interest in taking

over tns. The tns management immediately rejected its bid as too low. The tns share rose by

a further 26% in the course of the month, while the GfK share slipped slightly. The disparity

in the two companies’ performance at this time was detrimental to the shared notion of a

merger of equals.

On June 3, GfK and tns published additional detailed information on the planned merger,

which sent the group’s shares soaring on the capital market. On this date, the GfK was

the best performer in the sdax, gaining 7%. Stock market trading quadrupled to almost

180,000 shares. The French bank Natixis Securities subsequently included GfK in its

coverage and advised investors to “buy” GfK shares in its first recommendation.

On July 9, wpp made its first official takeover bid to tns shareholders. On the same day,

GfK and tns cancelled the joint merger agreement. In the meantime, the share prices of the

two companies had diverged by 56.7%. A merger of equals was no longer possible. GfK’s

management also announced that it was examining whether a cash bid involving a financial

investor to tns shareholders would be possible. While the price of the tns share climbed

sharply, the price of GfKs dropped back sharply to eur 19, then edged up to recover to eur 23

in the course of the month.

On August 27, the capital market rewarded the decision by GfK not to continue the dis-

cussions in connection with financing a possible takeover bid for tns. In pre-market trading,

the GfK share price rose by just under 6% to close at eur 24.50. One bank upgraded its

rating to “buy” and four further banks confirmed their “buy” recommendation. Analysts had

welcomed a merger, but were more sceptical about a takeover and the associated increase

in net debt.

The further deterioration in the financial crisis caused further price falls on the world’s

stock markets in the fourth quarter of 2008. GfK was also affected by this and the share

price fell back to eur 13. GfK subsequently stepped up its road show activities in the usa,

the uk and Germany and succeeded in adding three new banks to those covering GfK shares.

Cheuvreux, MainFirst and Merrill Lynch started their coverage with a “buy” rating and the

GfK share price subsequently climbed above the eur 20 threshold.

GfK shares

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Annual General Meeting resolves conversion to GfK se

At the Annual General Meeting in Nuremberg on May 21, 2008, GfK shareholders owning at

least 97% of the capital present at the meeting voted in favor of the resolutions proposed

by the Supervisory Board and the Management Board. Around 350 shareholders and proxy

representatives were there representing over 80% of all GfK shares. The key item put to

a vote was the change in form of GfK Aktiengesellschaft to a European company (Societas

Europaea) se. A resolution on authorizing the GfK Group to acquire and use its own shares

(share buyback program) was also voted on.

Dividend per share more than tripled since ipo

To ensure that shareholders benefit from the company’s positive performance, the GfK

Supervisory and Management Boards will propose a dividend of eur 0.46 per share to

the Annual General Meeting on May 20, 2009 (previous year: eur 0.45 per share). This

equates to a dividend yield of 2.8%. Based on the total of 35,947,363 shares entitled to a

dividend as of December 31, 2008, the total dividend will rise to eur 16.5 million (previous

year: eur 16.1 million). The ninth increase in the dividend in succession since the ipo

in 1999 demonstrates the confidence of the Supervisory Board and Management Board in

the company’s future growth. In this period, the dividend per share has increased by

318% in total.

GfK share indicators

Unit 2007 2008

High Euro 39.58 31.27

Low Euro 25.29 13.00

Closing price Euro 27.50 22.02

Average daily volume traded Stück 48,128 31,668

Number of no-par shares (weighted) Stück 35,682,085 35,884,308

Number of no-par shares as of Dec. 31 Stück 35,863,031 35,947,363

Stock market capitalization as of Dec. 31 Mio. Euro 986.2 791.6

Ranking in sdax

by sales

by market capitalization

Index weighting by market capitalization in %

26

13

2.5

30

5

3.4

Dividend1) Euro 0.45 0.46

Total dividend1) Mio. Euro 16.1 16.5

Earnings per share Euro 2.33 2.04

Free cash flow per share Euro 3.56 2.66

1) Applies to financial year 2008: proposal for the Annual General Meeting on May 20, 2009

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Private shareholders investing more heavily

The shareholder structure of GfK ag is balanced and global in its focus. With a 57.0% stake,

GfK-Nürnberg e.V. remains the largest single shareholder. The proportion of shares in free

float amounts to 43.0%. The Management Board and Supervisory Board hold 1.1% as in

the previous year. The distribution between institutional and private investors has shifted in

favor of private shareholders compared with the previous year. At the year-end 2008, the

share of institutional investors was 20.2% (2007: 25.1%) and the share of private investors

was 21.7% (2007: 17.3%). At country level, more than half the GfK free float is located in

Germany, a quarter in the usa, followed by the uk and France (with 8% each).

Successful start to the GfK Capital Market Day

In addition to the balance sheet press conference and the Annual General Meeting, GfK has

been present at

nine international investor conferences in Germany, the uk, France and the usa,

a dvfa analysts’ conference,

seven road shows in Germany, the uk, Italy, Canada, Austria and the usa,

eleven conference calls

and 139 one-to-one meetings with analysts, fund and sales managers.

In January 2008, GfK hosted a two day conference for investors, the GfK Capital Market Day,

for the first time and issued invitations to a series of lectures and one-to-one meetings.

A total of 35 analysts and institutional investors from Germany, France and the uk took this

opportunity for discussions with members of the GfK Management Board. The presentations

focused on market positions, regional profiles, customer relations, services, instruments and

methods as well as the company’s long-term strategies, targets and development potential.

For the fourth year in succession, GfK also hosted the Nuremberg stock market day for private

investors in cooperation with the Munich stock exchange and the Munich Investment Club.

Over 3,000 investors took this opportunity to talk to over 60 companies from the financial

sector and attend over 40 specialist presentations in February 2008.

GfK shares

Shareholder structure of GfK ag

GfK Association

57.0

Free Float1)

43.0

1) including the Management and Supervisary Boards of GfK ag (1,1 %), as at 31.12.2008

Shareholder structure (%) Breakdown of free float by country (%)

Other

2.8

Germany

56.3

UK

7.5

France

7.7

USA

25.7

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On the GfK website www.gfk.com in the “Investor” section, GfK gives detailed information

on current share price performance, dates and presentations, key data and financial reports,

the Annual General Meeting and the company’s corporate guidelines. The “gfk impuls”

newsletter for shareholders, published four times a year, provides additional information

such as the development of the corporate network, the latest survey results and develop-

ments in the market research sector.

Excellent communications activity

According to the results of the annual competition for the best annual report held by the

German financial magazine “Manager Magazin”, GfK ranks among the best. For the 14th

time, the financial magazine and the University of Münster analyzed the annual reports of

major German and European listed companies in the reporting year. In the sdax companies’

category, the GfK Annual Report moved up to 1st place from 2nd place in the previous year.

GfK also did well in the Capital Investor Relations Prize 2008, achieving 376.3 of a possible

500 points. It moved up from 3rd place to 2nd place in the ranking of sdax companies.

Financial magazine “Capital” and the Society of Investment Professionals in Germany (dvfa)

have been holding their Investor Relations awards since 1997. This year, 400 analysts and

fund managers, who often represent an entire team, provided 10,000 individual assessments

of 197 companies from the eurostoxx 50, dax, mdax, tecdax and sdax indices.

In the bird 2008 awards, the sixth survey carried out by financial and business magazine

“Börse Online” of private investors on the information and communication activities of the

160 largest listed German companies, GfK was ranked seventh in the overall listing covering

all indices. Within the sdax companies, GfK ranked 2nd with 64.5 points. The results are

based on 2,000 individual assessments of corporate dialogue on business development,

strategy and future prospects.

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GfK SpecialGfK Special

30 1934 – The founding of GfK People are at the center of the market > > >

34 1957 – Launch of household panel Making brand loyalty measurable

> > > 38 1970 – Launch of retail panel Spotlight on retail > > > 42 1984

– tv research takes off Establishment of a limited liability company > > >

46 1999 – Stock market launch A successful course on both bull and bear

markets > > > 50 2005 – Merger with nop World Stronger together > > >

54 2008 – A time of acquisition and expansion Well equipped for the

future

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Professor Dr. Wilhelm Vershofen, Dr. Erich Schäfer

and Professor Dr. Ludwig Erhard were the founding

fathers of the Gesellschaft für Konsumforschung

(GfK). Wilhelm Vershofen placed the people in the

market at the center of his work – thereby creating a

milestone for contemporary, new market research

in Germany. He succeeded in making the voice of the

consumer heard.

Wilhelm Vershofen was convinced that market

research should not exist for itself alone, but rather

should be understood in the general context of

the market economy. Wilhelm Vershofen’s essay of

August 8, 1934, entitled “Broad-based consumer

surveying” was essentially GfK’s birth certificate.

One year later, the company was registered as an

Association based in Berlin, and Wilhelm Vershofen

became Chairman of the Association’s Management

Board, with Ludwig Erhard and Erich Schäfer as further

Management Board members. Wilhelm R. Mann

became the first President of the Administrative

Board, with Arthur Schütte, G. Mühlhens and Karl

Ries also appointed as members. Erich Schäfer was

soon recruited by the Handelshochschule Leipzig

(Leipzig Graduate School of Management), to be

succeeded on the Association Management Board

by Professor Georg Bergler.

Following the Second World War, he became the

driving force behind the re-establishment of the

Gesellschaft für Konsumforschung. An extract from

the company statutes documents the birth of insti-

tutional market research in Germany. It states that:

“The purpose of the company is to carry out continuous

research into the habits and behavior of consumers of

marketable goods within German territorial borders,

using appropriate measures and special surveys, and

to process the results of this research according to

academic principles, for the purposes of economic

practice and learning.“

Wilhelm Vershofen’s idea to obtain information about

consumer behavior through continuous consumer

surveys was completely new in Germany. No one had

ever collected data in this way before!

1934 – The founding of GfKPeople are at the center of the market

What else happened in the world 1934…

While GfK is beginning to research consumer markets, Hans Stuck

breaks the world motor racing record on the Berlin AVUS track in

the new car from Ferdinand Porsche. Porsche had developed the

car exactly one year earlier. The car was commissioned by clients

Audi, DKW, Wandere and Horch, which had come together to

form the “Auto Union” alliance.

A technical breakthrough: for the first time, a TV broadcast is

possible in Germany!

The Russian airship, CCCP-B6 (UdSSR-W6), embarks on its

maiden voyage under the direction of Umberto Nobile. It was

the most successful Russian airship.

Women’s World Games in London: for four days, the best female

athletes compete for victory at the fourth women’s world games.

The German team is ranked first overall out of 19 participating

countries.

With a win over Czechoslovakia in Rome, Italy become the new

football world champions.

A star is born: Donald Duck makes his first appearance in the

short film “The Wise Little Hen” in the USA.

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Professor Dr. Ludwig Erhard

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Whether ladies’ artificial silk stockings, pharma-

ceuticals, engine oils, the opinions of manual

laborers or vitamin supplements – GfK was soon

investigating opinions and markets across an

impressively broad spectrum.

The founders were convinced that consumers

themselves were the key factor to economic success,

because the fate of every product depends on the

attitudes, habits and purchasing decisions of con-

sumers.

Recording what consumers want is consequently

central to research interests. Ludwig Erhard, who

was originally an assistant to Wilhelm Vershofen, also

said that: “I cannot imagine that there is a single

person who is not constantly discovering new needs.”

Erhard was born in 1897, the year in which Kelloggs

Cornflakes and the diesel engine were invented.

After matriculating from school, he trained in busi-

ness in Nuremberg, joined the military and was

badly wounded in the First World War. After the war

ended, he studied at Nuremberg Handelshochschule

(commercial college) and graduated with a business

diploma. He also took Business Studies and Sociology

in Frankfurt and in 1925, he received his doctorate

for a PhD thesis entitled “the nature and content of

value as a unit”.

As early as 1932, it was Ludwig Erhard’s aim to foster

the production of consumer goods. An opponent of

protectionism, he promoted free market pricing and a

competitive economy. Later, he became a symbol of

post-war Germany’s success story, of the free market

economy and the rebuilding of Germany. As Erhard,

the future Minister for the Economy and Chancellor,

said: “Due to its high level of productivity, the market

economy will always be best placed to satisfy

intellectual and cultural needs as well as to produce

goods.”

GfK grew fast. After only one year of existence, the

Association had 17 members, growing to 150 eight

years later. Today, the Association boasts over

600 members, primarily companies, and is dedicated

to fostering market research.

Handwritten minutes taken by Ludwig Erhard for the GfK Annual General Meeting on December 4, 1935.

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It all started with the Henkel company. As early as

1956, GfK was carrying out regular surveys for the

company, and these were so successful that Henkel

awarded GfK the first household panel contract

in 1957. A total of 1,000 households were asked to

report regularly on their purchasing behavior.

It was the time of Germany’s economic miracle. Up to

then, no one had heard of panel research. However,

Henkel was convinced of the usefulness of this type of

survey, which required a particular discipline on the

part of the panelists, because they had to complete a

daily diary sheet consistently and regularly. Divided

into 53 calendar weeks, it was a kind of tear-off diary.

All purchases were noted in the diary pages themselves.

Housewives were first asked to complete each diary

page consistently, and second, reminded to send the

data promptly to GfK. This type of panel survey made

it possible for GfK to observe both the overall market

and individual groups of people with precision.

However, the quantity of data and the level of detail

demanded by Henkel created problems for the sorting

and counting equipment, because it was not designed

to cope with so many pages and such frequent use.

Luckily, Henkel had a modern tabulating machine in

Dusseldorf, and was therefore in a position to analyze

the data itself. This made Henkel the first GfK client to

work with raw data!

In its first year, the panel expanded from the initial

1,000 conscientious households to 1,500 households,

and today, it comprises 30,000 households. Professor

Dr. Gerhard Kleining also remembers the very high

level of overall discipline of the panel in 1957.

Born in Nuremberg in 1926, Gerhard Kleining studied

in Erlangen and in 1957, was given the opportunity to

join Reemtsma as the Manager of Market Research.

He was appointed by Max Pauli, a member of the

Reemtsma Management Board who had previously

set up the McCann Erickson subsidiary in Hamburg.

Gerhard Kleining describes his first impression of the

cooperation between Reemtsma and GfK as follows:

“Max Pauli had convinced Esso and Henkel, his former

advertising accounts, to take part in GfK’s advertising

effectiveness research together with Reemtsma. The

1957 – Start of household panel researchMaking brand loyalty measurable

What else happened in the world in 1957…

While people continue to regularly submit their purchase data,

something sensational is happening. Some think a taboo has been

broken, while others are interested primarily from a scientific

perspective: English TV shows a live broadcast of a birth for the

first time, filmed at the Withington hospital in England. The

screening is not stopped, even when a Caesarean is deemed

necessary.

John Lennon and Paul McCartney meet for the first time at a

church festival in Liverpool. They would later go down in music

history, together with George Harrison and Ringo Starr, as the

Beatles – the most famous band of all time.

Sailing training ship, the Pamir, sinks on the way from Hamburg

to Buenos Aires, having been hit by a strong hurricane south-west

of the Azores.

Russia sends the first satellite, Sputnik I, into space. For the first

time, humans succeed in sending an artificial satellite into orbit

beyond the earth’s atmosphere – and with a flight speed of 24,500

kilometers per hour to boot!

Leonard Bernstein’s musical West Side Story premieres at the

New York Winter Garden Theatre.

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question was: is billboard advertising really that

important for cigarettes, petrol and washing powders?

I was the manager of the research department at

Reemtsma and had just returned from the USA.

Georg Bergler appeared for the presentation with

his then assistants, Robert Radler and Werner Ott,

trailing behind him at a fair distance carrying large

briefcases. The boss did the explaining, and the

assistants did the assisting. The hierarchical nature

of things was very striking.”

Kleining summarizes the findings of the joint study

as follows:

“The results of the survey, which looked at the pre-

sumed effectiveness of the various advertising media,

showed that the most effective way of advertising

was to give away free samples. At the time, everyone

was very keen to receive free cigarettes.”

GfK later developed the “Familien-Lebenswelten”

(family social groups) segmentation method together

with Professor Dr. Kleining. Given that the circum-

stances of individual German households determine

their non-food budgets, the “family social groups”

tool helped to classify the population according to

typical living circumstances.

In his published work, Gerhard Kleining furthered

sociological and methodological debate. His market

research activities included extensive surveys with

very large samples, both within and outside Germany.

From 1968 onwards, he was an associate lecturer

at Hamburg University’s Institute for Sociology. He

was appointed Professor of General Sociology in

the Department of Philosophy and Social Sciences

in Hamburg in 1976, a position which he held until

his retirement in 1992.

Five questions to Gerhard Kleining

What do you consider to have been the most forma-

tive event of your youth?

The end of the war and the rebuilding of Germany,

and my student days.

What was the first thing that you bought with your

own money?

A cream cake and a cup of coffee in Café Mengin in

Erlangen out of the proceeds from a money-back

offer.

What brands still have significance for you today

because your parents used them?

VIM, ATA.

What do you think is the greatest change to have

occurred between 1957 and today?

The fact that democracy and freedom of the press

have survived and scandals can be made public, even

if there are still limits. The most important change for

society has been the development of capitalism.

What does GfK mean to you personally?

First in my capacity as a client and then in coopera-

tion with research colleagues, I have valued the fact

that my GfK colleagues were interested in and pro-

moted basic research. I congratulate you on having

given us the opportunity of creating something which

unites theory and practice to mutual advantage.

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Back in 1970, the big name in retail panel research

was not yet that of GfK, but of another well-known

market research company. This company made a

name for itself particularly in the areas of food, luxury

items, cosmetics and drinks – not just in Germany,

but also in America, Europe and Asia. Despite the

strong competition, GfK wanted to establish itself in

this field of research, and on January 1, 1970, the

company founded the retail panel research working

group under the leadership of Klaus Hehl and Bern-

hard Jackel and eight other members of the GfK staff.

“The segments that have been installed so far in

the market research department – the distribution

index and marketing intermediary panel – will be

outsourced on January 1, 1970, with the aim of

creating a new research department: GfK retail panel

research”, announced a staff information bulletin at

the end of 1969.

The aim was clear: GfK wanted to establish itself

within the food retail segment by monitoring

fast-moving consumer goods. Two instruments were

set up for this purpose: a leader panel and a basis

panel with the purpose of monitoring selected fast-

moving consumer goods.

It was only several decades later that the strategic

decision was taken to invest in the non-food instead

of the food retail markets.

Today, analysts describe this non-food retail panel,

which is run by the Retail and Technology sector, as

the star of the GfK Group.

Following the tradition of German branded com-

panies – namely Agfa and Kodak – GfK began to set

up a photo panel in 1970, which was closely followed

in 1972 by the car panel for car body care products.

After these first attempts to monitor selected non-

food markets, visible success was finally seen in the

mid-1970s.

Gunter Redwitz, born on June 24, 1944 and now

a member of the Retail and Technology Board and

General Manager Retail and Technology, was the

project leader of the non-food panel at that time.

He recalls:

“After a visit to the International Radio Show in Berlin,

I tried to convince Bernhard Jackel that we should

start monitoring selected product groups from the

1970 – Retail panel research is bornRetail in focus

What else happened in the world in 1970…

Brazil became the new world champions at the football World Cup

in Mexico City.

China sent its first satellite, the Dongfanghong 1, into space.

Paul McCartney left the Beatles.

Gary Gabelich succeeded in traveling at more than 1,000 kilometers

per hour in a land vehicle – his rocket car called “Blue Flame” – in

the US State of Utah.

Americans celebrated “Earth Day”, which is now a secular holiday

in over 175 countries, for the first time. The day is intended to

encourage people to think about their buying behavior.

The TV broadcasters ARD and ZDF used a map of Europe without

borders for the first time in their weather forecasts. Until then, the

broadcasters had displayed the borders of the German Reich of

1937 on their weather maps.

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consumer electronics segment. My persuasive efforts

were rewarded after several months, when we were

able to start producing a concept for the set-up of the

electronics panel. In contrast to the food segment,

where the preference was for category-led research,

we decided from the outset to monitor individual

models in the consumer electronics panel. This new

methodology represented a milestone, and it had

wide-reaching consequences. Only the eight-digit

product manufacturing code prevented the more

versatile use of the information on product features

and models for many years.”

The differences between the non-food and food

markets are considerable. In particular, not everyone

involved in the non-food markets was automatically

appreciative of market research. Back then, one

leading German manufacturer of consumer electronics

proclaimed that: “We don’t need market information,

I am the market.” Gunter Redwitz explains:

“Unlike in the food segment, which advanced strate-

gically, much of the progress in the non-food segment

was down to chance. After the monitoring of consumer

electronics, the next step happened to be into the

area of small electronic appliances, because the Braun

company had expressed its interest. Monitoring of

large electronic appliances came only years later,

because there was competition within the company

from the household panel, which was already moni-

toring large electronic appliances, and this initially

prevented the retail panel from expanding.”

The retail panel had to support itself economically at

the beginning of the 1970s – and it succeeded in this.

New markets came along: electronics, power tools

and do-it-yourself, office equipment and IT products.

The international suppliers that shape the technical

consumer good markets, such as Sony, Panasonic,

Toshiba, Pioneer and TDK, contributed to advancing

the internationalization of retail panel research in the

non-food markets. Gunter Redwitz reports:

In the 1990s, when research methods using external

salaried employees were superseded by electronic

data collection, Retail and Technology achieved

another breakthrough: data collection is now possible

at short intervals, and can now be carried out on a

weekly basis instead of every two months. Gunter

Redwitz explains the positive effects:

“This change had far-reaching consequences in terms

of how receivers of market information supplied by

GfK Retail and Technology could use that information.

Whereas the previous two-monthly data collection,

which was delivered four weeks later, predominantly

provided a look back at the market, weekly monitoring,

which is available one week later, enables a proactive

response to the movements in the market.

All of these developments were accompanied by

radical changes in production and reporting.

Whereas producing reports for the clients was often

still a difficult task in the 1970s, Retail and Techno-

logy now has a worldwide production and reporting

platform in its “StarTrack” system, which allows

it to produce reports in line with global benchmark

standards for every country in the world, and to

present a variety of features and ranges, both indi-

vidually and together.”

Today, the GfK Retail and Technology sector analyzes

retail data in more than 80 countries. The company

works for globally active manufacturers of technical

consumer goods in the market segments of consumer

electronics, information technology, office communi-

cation, photo, optics, large and small electronic appli-

ances, telecommunications, entertainment media,

software, tourism and textiles.

Questionnaire Gunter Redwitz

What do you consider to have been the most formative

event of your youth?

Moving from Hof to Nuremberg after taking the

Mittlere Reife (high school leaving certificate), and

starting a new school.

What was the first thing that you bought with your

own money?

I bought presents for my mother.

What brands still have significance for you today

because your parents used them?

The brands Nivea, Persil and Tempo.

What do you think is the greatest change to have

occurred between 1957 and today?

The establishment of “non-food” retail research.

What does GfK mean to you personally?

I feel a deep attachment to the company, because

my life’s work has been devoted to the establishment

of GfK “non-food” retail research and the further

development of the GfK Retail and Technology sector.

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It was less of a strategic consideration than a prag-

matic decision. GfK established a GmbH – limited

liability company – and market research activities were

then removed from the Association and integrated

into the company. The reason for this was that GfK

needed a different legal form in order to tender

for TV research contracts, to avoid accusations of

an unfair competitive playing field which might

cause bids to fail. As an Association, GfK was treated

differently from a fiscal perspective than other

trading companies. The management response

was to establish the GmbH, which was to become

the predecessor of today’s SE joint stock public

company.

GfK was successful and a year later, it won contracts

for TV research from Germany’s public service

broadcasters, ARD and ZDF, which had previously

been carried out by Teleskopie. And with this, the

Media sector was born!

Since 1985, GfK has been carrying out continuous

quantitative TV audience research in Germany and

since 1988, it has been doing the same for the AGF

(TV research consortium).

Dr. Hansjörg Bessler, born on May 4, 1939, head of

media research and later press spokesman of

Germany’s Süddeutscher Rundfunk (SDR), recalls

GfK’s early attempts at TV research.

“It was 1974. I had been media researcher for

SDR since autumn 1970, and incidentally, I was

the very first media researcher in the whole of the

ARD network. We were on the lookout for alter -

native methods to replace the Infratest and Infratam

audience research conducted for ARD and ZDF in

1963/64. In 1974, when we were looking at which

institutes to invite to tender for continuous audience

research for ARD and ZDF from 1975 onwards,

I remembered that GfK was a serious research

institution with a specialist household panel.”

At the time in 1974, GfK attempted to use a diary

panel, but this method could not compete with the

new measuring system from Teleskopie, which was

an alliance of Infas and the Institute for Demoscopy

Allensbach. The convincing argument was the new

technology, which Hansjörg Bessler describes as

follows:

“Infas had commissioned Heidelberg-based Teldix, a

BOSCH subsidiary at the time, to develop a measuring

device which would register and store data on the

individual TV consumption of household members at

the touch of a button, ready for overnight reporting

1984 – TV research takes off The establishment of a limited liability company

What else happened in the world in 1984…

The remains of a type of primate who lived 33 million years ago

are discovered to the south west of Cairo: they are identified as

belonging to a type of primate, Aegyptopithecus Zeuxis, also known

as the “Dawn Ape”, who is an ancestor common to both man and ape.

Californian computer company, Apple, launches the Macintosh.

The Beijing leadership embarks on a program of extensive eco-

nomic reforms aimed at establishing a centrally planned market

economy, which would give industry more autonomous responsibilty.

The term “cyberspace” is invented and makes a first appearance

in “Neuromancer”, a novel published in 1984 by American sci-fi

author, William Ford Gibson.

Ronald Reagan elected President of the USA.

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on the telephone via modem. This was a research

variant which had not been put into continuous

practice anywhere as yet, but which was specifically

mentioned as a possible alternative in the call to

tender”.

However, GfK did not give up and ten years later, in

1984, the company succeeded in winning the tender.

Eye witness Hansjörg Bessler recalls this success:

“The decisive factor in the successful outcome for

GfK was presumably, on the one hand, an excellent

reputation untarnished by any party political opinion

research as a tried and tested German panel institute

delivering reliable consumer research, and on the

other, the fact that unlike in 1974, GfK now offered

Telecontrol measuring technology trialed in Swiss

field tests, which also incorporated comprehensive

registration of all TV consumption and functional

overnight reporting. In 1984, GfK had another fact

in its favor, which would later prove invaluable in

the practical application of TV audience research:

a system capable of processing and delivering

meaningful analysis of the massive volumes of panel

data growing at a daily rate.”

Today, GfK is already on its sixth contract with the AGF,

which is an amalgam of the ARD, ProSiebenSat.1

Media AG, Mediengruppe RTL Deutschland and ZDF

networks. The TV panel comprises 5,640 households

with almost 13,000 members. This means that the

TV consumption habits of 72.20 million individuals

or 35.30 million TV households can be measured.

Five questions to Hansjörg Bessler

What do you consider to have been the most forma-

tive event of your youth?

- my first love.

What was the first thing that you bought with your

own money?

- I presume it was sweets.

What brands still have significance for you today

because your parents used them?

- because of what? None!

I don’t drive a Mercedes because my Dad drove one

and I don’t read the Stuttgarter Zeitung newspaper

because my parents did, although, unlike me, they

never actually lived in Stuttgart. (There are many

“old” company and product brands which meant

something to my parents, but which, for a variety of

reasons, still mean something to me. For example,

classic Swabian brands like the Breuninger depart-

ment store, Böhm gourmet foods, Birkel pasta and

BOSCH, to name a few just starting with the letter B

which spring to mind on the spur of the moment. By

the way, with the exception of BOSCH, the owners

of all the other companies have meanwhile changed,

although the brands have retained their significance.).

What do you think is the greatest change to have

occurred between 1984 and today?

- for me personally? Getting older.

- for the human society? Probably, the Internet.

What does GfK mean to you personally?

- That’s a long story.

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GfK grew. And so did its targets. A simpler way of

acquiring capital and a high degree of flexibility

were essential attributes for the further pursuit

of GfK’s high growth targets. So GfK made itself

attractive to investors, advanced the process of

internationalization and accelerated the development

of pioneering technologies.

This is why GfK needed to go public, since this was a

precondition for the company to exploit the dynamic

and future-oriented opportunities in the increasingly

global and more complex markets. GfK was aiming

to strengthen its global position and develop new

market potential. The principal initiators and driving

forces behind the stock exchange launch were Super-

visory Board Chairman at the time, Peter Zühlsdorff,

and CEO, Professor Dr. Klaus L. Wübbenhorst, who

identified the financing opportunities needed.

Going public also facilitated expansion into new

markets, and so one company like GfK was trans-

formed into an international service provider

expected to have a global presence. Added to this

was the fact that global competitors had already

taken this step and were listed on the stock exchange.

GfK resolved to raise its profile in its major inter-

national markets. The stock exchange launch itself

was originally planned for the year of the millennium,

but because of the company’s very positive business

development in the first six months of the year

before, this was brought forward and so at 09.09 on

September 23, 1999, GfK was launched on the stock

exchange. That morning, GfK shares were listed for

the very first time on the Frankfurt stock exchange

at a price of EUR 20.00, which was EUR 1.50 higher

than the subscription price. At the time of the stock

exchange launch, Kyoichi Hirano, born July 21,

1941, was Representative Director, President of

GfK Marketing Services Japan Ltd. Hirano, who is

today advisor to the Japan Group, and who also holds

the posts of Representative Director, Chairman of

GfK Marketing Services Japan Ltd., Representative

Director, President of GfK Optics Japan KK and

Representative Director, President of Encodex Japan

Ltd., recalls:

“As a result of the stock exchange launch, the value

and prestige of GfK went up, even in Japan. I had

confidence in this corporate decision and was proud

to work for GfK. For me personally, the stock exchange

launch meant a show of confidence in GfK, because

1999 – Stock market launchA successful course on both bull and bear markets

What else happened in the world in 1999…

While GfK goes public, the European Monetary Union is born

and the euro is introduced in eleven EU countries, although until

2002, it can only be used for cashless payments.

Ford takes over Volvo’s passenger vehicle division for a cost of

eleven billion Deutsche Mark.

Unlucky German hens: Germany’s constitutional court decrees

that they can continue to be kept in battery cages, only with a bit

more space.

French aid organization “Médecins sans frontières”, founded in

1971, and German author Günter Grass win the Nobel prizes for

peace and literature respectively.

In the whole of Europe and western Asia, millions of people gather

to watch the last total eclipse of the sun of the millennium.

According to UN statistics, the world population breaks the

6 billion barrier.

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there was no listed market research institute in

Japan at the time. I felt even more responsible in

my job, because now, I had a responsibility to the

shareholders!”

GfK was also thinking of its employees when it made

the decision to go public. Investing in the future

would not only increase job security, but raise the

prestige of the entire group. Kyoichi Hirano recounts:

“My personal prestige increased, because I was

working for a German listed company and I well

recall that when talking to my German colleagues,

we never failed to check out the share price. And

of course, we were absolutely delighted when it had

gone up.”

What is important to GfK is to make stakeholders out

of its employees, because the success of each and

every individual goes towards determining the price

of the company’s shares. And staff can also share in

the company’s success by buying shares, naturally, at

a preferential rate.

Kyoichi Hirano reports:

“Naturally, I also bought shares. This was a matter

of course: how could anyone represent a GfK group

company without having invested in it personally?

Of course, at the moment, I think the shares are

under-valued. Even in the knowledge that we are in

the middle of a crisis, it is clear that to be successful,

our customers will need information. Obtaining this

information is the core competence of GfK and this

is why I personally wish that the analysts would

sometimes be a bit less careful.“

Five questions to Kyoichi Hirano

What do you consider to have been the most

formative event of your youth?

My wedding and the birth of our child.

What was the first thing that you bought with your

own money?

A lighter for my father and a purse for my mother.

I presented my parents with these gifts at a meal

I had invited them to with my first earned money.

What brands still have significance for you today

because your parents used them?

Sharp electronics and Toyota cars.

What do you think is the greatest change to have

occurred between 1999 and today?

Before the stock exchange launch, the name GfK

was not so well known here in Japan. But after

going public, confidence in GfK grew along with its

reputation and it became easier to acquire business.

What does GfK mean to you personally?

GfK has given me the strength and energy to work

with so many different people, ranging from the

young to the more experienced, our employees and

our customers. What was also exciting was being

allowed to focus on employee management. When

I returned to Japan from Germany, I came back with

the responsibility for expanding GfK in Japan, and

this was a very great moment in my life.

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On June 1, 2005, GfK acquired market research

group NOP World. The company was ranked ninth in

the global list of market research organizations at the

time, and its arrival enriched GfK by 47 companies

and more than 1,500 colleagues.

Elizabeth Nolley, born June 28, 1968, is one of these

colleagues. Today, she holds the post of Vice President,

Marketing Communications, GfK Custom Research

North America. At the time of the takeover, she was

Associate Vice President, Marketing Communications,

NOP World, having joined the organization just a few

months prior. She told us:

“When I first heard that NOP World was merging

with GfK, I had mixed feelings. I was excited about

the idea of combining with another industry leader in

order to form a bigger even better organization and

I was thrilled that we were going to have a parent

company focused on the business of market research.

However, I was still nervous about losing my job.”

She wasn’t the only one worried. Many feared for

their jobs and wondered what would happen.

“We didn’t know where the acquisition would lead

us. For many of us, GfK was an unknown entity. So

we weren’t sure how the new organization would be

run, or how our culture and operations would merge

with that of our new parent company. However, it

didn’t take long to see that joining the GfK family was

a great move for NOP World.”

With this, Elizabeth Nolley was voicing the thoughts

and feelings of her colleagues.

Most of NOP World’s staff of 1,500-strong were

based in the UK, the USA and Italy. The US and

German monopoly commissions carefully reviewed

the merger and immediately after approval was

granted, GfK began work on the integration of

NOP World. Project teams comprising managers

from GfK as well as NOP World were set up. These

teams were tasked with creating a new organizational

structure that quickly combined the GfK and NOP

subsidiaries for future success. The remit included

optimization of the service offering, as well as all

aspects of operations and administration. But what

of the general mood among the staff? Elizabeth

Nolley recalls:

“Folks were very nervous and apprehensive at the

mention of the words ‘merger’ or ‘acquisition.’

When it became clear that GfK would become our

new parent company, there was a big sense of relief.

GfK was known as a people-focused company with a

strong global presence, great expertise and products,

who would appreciate what we had to offer. As

such, we knew we’d get more than a fair chance to

succeed.”

The amalgamation of GfK and NOP World was

very successful and produced a group that became

quickly established as the world’s fourth largest

market research organization. Today, the group

offers market research services in over a hundred

countries and out of the 10,000 employees, 80%

work outside Germany.

At the time of the merger, NOP World annual sales

were about half those of GfK. Together, the two

organizations broke the billion euro sales barrier in

record time.

Elizabeth Nolley tells us what her colleagues thought:

“We knew integrations of this size are never easy.

But today, we are pleased to be part of a client-

focused, employee-friendly company with such a

great reputation around the world.”

NOP World employees were delighted to become

part of a global leader that is not only well-known for

its professionalism, but also for its fairness. When

2005 – The merger with NOP WorldTogether we’re strong

What else happened in the world in 2005…

In Italy, a comprehensive smoking ban came into effect in

restaurants and public buildings.

The crude oil price reached a record high in more than 20 years

with a barrel (42 US gallons or 159 liters) costing 47 dollars.

In Toulouse, South Western France, the Airbus A380 – the world’s

biggest passenger aircraft – was introduced.

Cardinal Joseph Ratzinger was elected Pope, thereby becoming

the first ever German Pope. He took the name Benedict XVI.

The heat shield was damaged upon launch of the Discovery space

shuttle. The crew succeeded in carrying out a risky emergency

repair in space. On August 9, the shuttle landed safely at Edwards

Air Force Base in California.

Team Renault motor racing driver, Fernando Alonso, was 24 years

old when he became the youngest Formula 1 World Champion ever.

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people realized that the new owners welcomed the

staff and respected the local culture, they were finally

convinced that the merger was good news for every-

body.

Elizabeth Nolley concludes:

“We are proud that, in a relatively short period of

time, we’ve helped to raise GfK’s profile as a leading

full-service provider of syndicated and custom

research in the US and Canada. We’re truly excited

about the possibilities that our new “orange world”

holds for our clients, employees and shareholders.”

Questionnaire Elizabeth Nolley

What do you consider to have been the most

formative event of your youth?

While many things have shaped the person I continue

to become, I’d have to say that it was the summers

I spent as a little girl at my Grandmother’s in Virginia

that really helped to shape me. Things in the rural

South were very different from the suburban lifestyle

that I was used to growing up in New Jersey. But

being with my Grandma, Grandpa, uncles, aunts and

cousins all summer long taught me the value of

working hard, taking time to rest and play when the

sun was high, connecting with your Higher Power

regularly, being self-reliant (my Grandma either caught,

grew or made almost everything herself, including

soap!), and the importance of fresh air and fresh

food. I also learned how to cook a lot of things I still

make today!

What was the first thing that you bought with your

own money?

I was about 13 and my brother and I had just gotten

a brand new hi-fi record player for Christmas. So

with the birthday money I received the following June

I purchased Earth, Wind and Fire’s “Raise” album,

Kurtis Blow’s self-titled album and the “Controversy”

album by Prince.

What brands still have significance for you today

because your parents used them?

My parents were both school teachers, so to save

money they didn’t buy a lot of brand name products.

But I can remember in my parents’ house, as well

as my grandparents’ house, there was always Clorox

bleach in the bathroom, Karo syrup in the kitchen

cupboard and Arm & Hammer baking soda in the fridge

and freezer – and all three continue to be staples in

my home today.

What do you think is the greatest change to have

occurred between 2005 and today?

Externally, our economic and political environment

has changed significantly since 2005. Internally,

GfK’s profile as a leading, full-service provider of

market research solutions here in North America has

been raised significantly in a relatively short period

of time.

What does GfK mean to you personally?

For me, GfK is a place where the “best practice” wins,

regardless of the country, division or employee who

suggests them. This global, knowledge sharing culture

provides each of us as employees with tremendous

opportunities to hone existing skills as we learn and

grow. GfK is part corporate and part entrepreneurial,

which means it’s an extremely dynamic, creative

place to work – and one that is constantly striving

to find ways to make things better for clients, share-

holders and employees alike.

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2008 has been an eventful year for GfK and a time

of acquisition and expansion. In June 2008, the Super-

visory and Management Boards of the GfK Group had

agreed a merger of equals with the Board of Directors

of the Taylor Nelson Sofres group. One month later,

the agreement was cancelled by mutual agreement

and GfK subsequently attempted to acquire Taylor

Nelson Sofres on the basis of a pure cash offer with

help from an investor. However, in August 2008,

GfK finally withdrew from the takeover. The financial

terms and conditions had not enabled the company

to make an acceptable bid for Taylor Nelson Sofres,

in addition to which, the move was not in the best

interests of GfK shareholders.

However, 2008 continued to be a year of acquisitions

and expansion. GfK recorded organic growth of

5.5% to total sales of EUR 1,220.4 million, with the

adjusted operating result rising to EUR 158.7 million

and the margin at the forecast level of 13.0%.

GfK recorded particularly dynamic results in the

growth regions of Central and Eastern Europe, Asia

and the Pacific and Latin America. The strategy of

acquisitions as the basis for organic growth has also

paid off.

In April 2008, GfK welcomed its 10,000th member

of staff.

GfK is particularly proud of another event which

occurred in 2008: the professional association

of German market researchers awarded the 2008

innovation prize to a tool developed by GfK

itself, HILCA (Hierarchical Individualized Limit

Conjoint Analysis). The beginning of 2008 saw the

restructuring of the five former business areas of

Custom Research, Retail and Technology, Consumer

Tracking, Media and HealthCare into the three

sectors of Custom Research, Retail and Technology

and Media. The new structure facilitates even

better optimization of GfK’s cross-field services,

such as online panels, data gathering and survey

methodo logies. In addition, the new structure and

amalgamation of core competencies enables GfK to

sharpen its profile in the market still further. These

core competences and the sound basis of the GfK

Group will also sustain the company’s future growth.

And when it comes to growth, this is not only

im portant to the big corporates, but to children as

well, such as Johanna (6) and her sister Kathrin (8).

Children are our future. And they are the reason

why in 2008, GfK carried out a survey on behalf of

the association of toy and game manufacturers

and retailers to find out what children really want.

The clear findings of the survey of six to twelve

year-old youngsters carried out for International

Children’s Day were that most of all, children want a

pet and a computer. They also said they wanted to

2008 – A time of acquisition and expansion Well equipped for the future

What else happened in the world in 2008…

Indian corporation Ratan Tata produces the “Nano”, the

world’s cheapest car, which sells for the equivalent of

EUR 1,700.

German chancellor Angela Merkel is the first politician in ten

years to be added to Madam Tussaud’s waxworks museum,

where she stands next to George W. Bush and Tony Blair.

The 36 kilometer-long (approx. 27 miles) Hangzhou bridge

connecting the Chinese towns of Shanghai and Ningbo is officially

opened. It is currently the longest sea bridge in the world.

Barack Obama takes up residence in the White House as the

USA’s first black President

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Johanna

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spend more time with their parents on outings and

vacations. Money and school marks came in as less

important, while an amazing 21.9% responded to the

question: “What would you like most?” by naming an

animal. Next came computers, with 18.6% putting

this at the top of their list and ranked third with just

under 8% was the wish for a happy family with no

arguments or divorce. Question two was: “What

activities would you like to do with your Mum and

Dad?”, and to this, almost 30% said they wanted

to go on holiday with their parents, while around

26% wanted their parents to take them to a leisure

park or on outings. This goes to show that it is their

parents’ time and attention which children need

most. And here, Johanna and Kathrin are in agree-

ment with their contemporaries. To find out what

else they would like, read the questionnaire below.

Five questions to Johanna and Kathrin

What’s really important to you?

Spending lots of time with our parents and going to

the FunPark more often.

What do you buy with your own pocket money?

Magazines, CDs, toys and games.

Do you know the names of any particular food

products or toys and games?

Fruchtzwerge jelly beans, Kinderpinguin biscuits

and Langnese ice cream. And we love Lego and

Playmobil.

What do you think is very important for the world

today?

World peace and everyone having enough to eat.

That the ozone hole doesn’t get bigger and climate

change doesn’t get worse.

Have you ever heard of GfK??

Yes. You’re GfK, aren’t you?

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Kathrin

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1. The economy 60

2. Economic and financial development 62

3. Research and development 72

4. Human Resources 73

5. Organization and administration 75

6. Purchasing 75

7. Environmental protection 75

8. Corporate communications and marketing 75

9. Opportunity and risk position 76

10. Major events since the end of the financial year 81

11. Outlook 82

Management report of the GfK GroupManagement report of the GfK Group

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1. The economy

1.1 Overall economic development: global recession

Growth in the global economy weakened considerably in 2008.

Year-on-year, global gdp increased by 3.8% in 2008 compared to

4.9% in 2007.

The real estate crisis in the usa triggered severe turmoil in the

fi nancial markets. The industrialized nations in particular are

reporting almost zero growth. However, economic development

in the three regions Central and Eastern Europe, Latin America

and Asia, especially China, positively infl uenced average growth

worldwide.

The following overview shows the development of the national

economies in the regions and countries important to GfK’s

operations over the past three years as well as for 2009:

Despite the economic downturn, germany recorded growth for

the fi fth year in a row for 2008 as a whole. Although at 1.3% the

increase in gdp declined again, there was a further recovery in

the labor market. The rate of unemployment dropped from 8.7%

in 2007 to 7.5%. Nevertheless, the propensity to buy fell in the

fi rst half of the year as a result of higher gasoline and heating oil

prices as well as the increase in some food prices. The trend in

the propensity to buy was not positive again until the end of the

year when energy costs fell and consumers had more disposable

income.

gdp growth 1)

In % 2006 2007 20082) 20093)

Germany 3.04) 2.54) 1.34) – 2.54)

France 2.2 2.1 0.8 0.1

uk 2.5 3.0 0.7 – 1.8

Euro-zone5) 2.9 2.6 1.0 – 0.8

eu 276) 3.2 2.9 1.3 – 0.3

Russia 4.0 8.1 6.9 3.0

Central and Eastern Europe 6.74) 4.4 3.0 2.0

usa 2.9 2.0 1.2 – 2.0

Latin America 5.0 4.5 4.0 3.0

China 10.8 11.9 9.4 6.5

Japan 2.2 2.1 0.1 – 1.0

Asia and the Pacifi c4) 7.6 7.2 6.2 6.4

World6) 5.0 4.9 3.8 1.9

Sources:

1) diw “Principles of Economic Development 2009/2010”

2) Estimate

3) Forecast for Economic Development 2008/2009

4) International Monetary Fund (imf)

5) without the Slovak Republic

6) The Euroframe Autumn Report 2008

Consumer climate in Germany: a rollercoaster ride 1)

Month Opinion trend

Propensity

to buy2)

Change

from

previous

month in %

Consumer

climate

indicator3)

Change

from

previous

month in %

January Consumer mood

wavering

– 8.8 + 1.9 4.5 + 2.3

February Consumer cli-

mate – Spring not

yet in sight

– 15.0 – 6.2 4.5 +/– 0

March GfK revises

consumer expec-

tation to 1 percent

– 10.2 + 4.8 4.6 + 2.2

April More consumer

confi dence

again

– 4.7 + 5.5 4.6 +/– 0

May Fears of infl ation

dampen consu-

mer confi dence

– 20.4 – 15.7 5.0 + 8.7

June Falling consumer

confi dence curbs

growth forecast

– 23.7 – 3.3 4.3 – 14.0

July Infl ation keeps

sending consumer

climate into fall

– 26.2 – 2.5 3.4 – 20.9

August Poor prospects

for the economy

continue to curb

consumer climate

– 27.9 – 1.7 1.8 – 47.1

Septem-

ber

Despite current

stabilization.

no growth in con-

sumption in 2008

– 12.8 + 15.1 1.5 – 16.7

October Consumer climate

despite fi nancial

crisis

– 18.2 – 5.4 1.7 + 13.3

Novem-

ber

Moderately

rising consumer

mood despite

adverse economic

conditions

– 6.7 + 11.5 1.9 + 11.8

Decem-

ber

Stable start to

consumer climate

into new year

– 6.3 + 0.4 2.1 + 10.5

1) These fi ndings are from the comprehensive “GfK consumer climate maxx” survey con-

ducted since 1980 each month on behalf of the eu Commission. In the fi rst half of the month

around 2,000 representatively selected people are asked about their perceptions of the

overall economic situation, their propensity to buy and their income expectations.

2) The consumer confi dence or propensity to buy indicator is based on the following question

to consumers: Do you think it is advisable to make purchases at the moment? (good time

– neither good time nor bad time – bad time).

3) The consumer climate indicator describes private consumption. Key factors are income

expectations and buying propensity. The economic outlook has a more indirect effect on the

consumer climate, generally as a result of income expectations.

Management report of the GfK Group

The economy in the euro zone remained on course for growth,

but here too there was a considerable slowdown in growth as

exports were curbed by the downswing in the global economy and

a strong euro.

The weak phase in the global economy also affected the eu

Member States in central and eastern europe, which export

a lot to countries in Western Europe. However, the catch-up

process in the new eu Member States was also checked by high

current account defi cits and a real estate crisis in the Baltic

states.

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In the wake of the real estate crisis in summer 2007, private

households in the usa signifi cantly restricted their spending

and corporate investment shrank. Moreover, export activities

weakened, further curbing the economy.

In contrast, the upswing in latin america continued. The trading

links between countries, such as Mexico, with the usa led to a

slight reduction in the upward trend. However, declining exports

were countered by a robust culture of consumption and invest-

ment and the region is stable overall.

As before, the People’s Republic of China is driving economic

growth in asia. Unlike countries such as Japan, the Chinese

economy is also supported by strong domestic demand. The fall in

exports to Western industrialized countries and Japan meant that

the Chinese economy reported only single-digit growth in 2008.

Although growth in India even stagnated in the second quarter of

2008, the country remains one of the fastest growing regions in

the world.

1.2 Market research sector: the upswing continues

The current data for 2007 from the Esomar “Global Market

Research 2008” industry report shows that the market research

sector demonstrated its dynamic upward trend again in that

year. Sales were up year-on-year by 3.9%.

In principle, it is to be assumed that the demand for information

on consumers and related interpretation and advisory services

will remain strong in the future. However, in diffi cult economic

times, other issues, and therefore other areas of research, come

to the fore. For example, since the dramatic rise in commodity

prices, an increasing number of studies have been carried out in

the food sector to determine the optimum selling price. Market

research enables clients to respond optimally to changes in market

conditions.

In addition, it is to be assumed that there will be an above-average

increase in market research budgets in countries with a booming

economy. For example, market research budgets have seen large

increases in the regions Rest of Europe, eu accession countries and

Middle East/Africa.

With market research sales of usd 270 million, Russia is the

biggest and most important market in the Rest of Europe region

and adjusted for infl ation, budgets are up by 10.7%. The fastest

growth was again achieved in Turkey with 22.0%, whereby at

usd 132 million, sales in the country are half those of Russia.

Of the eu accession countries, Poland has the largest market

research market with usd 209 million. Growth in the market

amounted to 8.8%.

The most attractive market in the Middle East/Africa region is

South Africa with sales of usd 208 million and growth of 25.2%.

However, Asia is still the region driving global growth. Japan is

the undisputed leader at usd 1,518 million, followed by the

People’s Republic of China at usd 712 million and Australia at

usd 623 million.

Of the top 10 countries accounting for almost 78% of sector sales,

China’s market has the strongest sales growth.

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Sales and Growth by region

Sales2006

Sales2007

Growth2006/2007

in %1)

Europe

eu 15

eu accession countries

Rest of Europe

10,662

9,566

431

665

12,882

11,467

565

850

3.2

2.4

9.5

10.8

America

North America

Latin America

10,103

8,890

1,213

10,823

9,494

1,329

3.32)

3.6

1.3

Asia/Pacifi c 3,590 4,064 6.2

Middle East/Africa 381 466 18.7

Overall 24,737 28,235 3.9

1) Growth adjusted by infl ation, based on turnover in local unit of currency

2) Own calculations

Source: esomar Industry Report 2008, published August 2008

Top 10 national consumer research markets: sales, growth and share of the sector‘s overall sales

in usd million

Sales

2006

Sales

2007

Growth

2006/20071)

in %

Share of

the sector

sales

2007 in %

usa 8,232 8,726 3.4 30.9

uk 2,369 2,771 0.4 9.8

Germany 2,206 2,659 2.5 9.4

France 2,214 2,644 2.3 9.4

Japan 1,444 1,518 5.2 5.4

Italy 706 858 3.7 3.0

Canada 658 768 6.0 2.7

Spain 580 730 6.4 2.6

China 583 712 12.7 2.5

Australia 532 623 0.5 2.2

Top 10 total 19,524 22,009 – 77.9

World 24,737 28,235 3.9 –

1) Growth adjusted by infl ation, based on turnover in local unit of currency

Source: esomar Industry Report 2008, published August 2008

Despite fast growth in market research in China, it should be noted

that rate of expansion equates to one and a half percent of the us

market. The usa is the main sales market for the industry, followed

by the uk, Germany and France. Together these account for around

60% of global market research sales.

From a global perspective, the growth drivers differ between the

developed regions in uncertain economic times and in emerging

countries, particularly China. While the need for explanations for

consumer behavior and maintaining market position is becoming

increasingly important in Western industrialized nations where

there is fi erce competition, for producers in emerging countries,

the spotlight is on developing new markets. In both cases, the

information delivered by market research is often indispensible.

in usd million

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The fi gures for income set out below refer to adjusted operating

income. Like its competitors, the GfK Group uses adjusted

operating income as a key performance indicator. GfK is convinced

that the explanations regarding business performance using

the adjusted operating income will facilitate interpretation of the

GfK Group’s business development and enhance the informative

value, in comparison with other major companies operating in

the market research sector. Where income is mentioned below,

this is the adjusted operating income. The margin is the ratio of

adjusted operating income to sales.

The adjusted operating income is calculated as follows:

In the previous year, several fi gures in the income statement

were infl uenced by the non-recurring effect from the settlement

agreed at the start of 2008 with the ubm, the vendor of the

nop World companies, as a result of which other operating

income of eur 10.2 million was received. Other operating expenses

fell by eur 0.5 million, fi nancial expenses by eur 2.1 million

and tax expenses rose by eur 0.3 million. The overall impact on

consolidated total income amounted to plus eur 12.5 million.

In the following analysis of the income statement for 2008, the

previous year’s fi gures are shown net of the non-recurring effect

to improve comparability.

Where statements herein refer to the number of employees, in

principle, this represents the total number of full-time posts.

For this purpose, part-time posts have been converted to equate

to full-time posts.

The fi gures on the business development of the GfK Group and

any percentage changes are based on fi gures in 1,000 euros.

Accordingly, rounding differences may occur.

The companies mentioned in the Management Report are referred

to by their abbreviated names. The “Additional information” of the

Annual Report includes a list of the full names of all the companies

indicated.

To meet these requirements better, there were more mergers

and acquisitions again in 2007. As a result of this process of

concentration, the top 10 market research companies now

account for 55% of total sector sales. In its “Global Market

Research 2008” report, Esomar expects the process of con-

solidation to continue among the 25 biggest market research

organizations and online market research providers.

With its global full-service network, the GfK Group is a leading

global market research organization. In 2007, the GfK Group

ranked fourth out of the top 10 companies in the market

research sector and also maintained this position in 2008.

2. Economic and financial development

2.1 Introduction

The GfK Group prepares its consolidated fi nancial statements in

accordance with the International Financial Reporting Standards

(ifrs). The fi nancial data for the sectors and regions originate

from the Management Information System.

For GfK, the order situation is an important early indicator for

the future development of the Group’s business. The development

in the assured volume of orders in relation to the expected annual

sales for the fi nancial year is determined monthly. This ratio is a

central management parameter for the Group and is monitored

by the management of GfK in a timely manner. In general, around

half the planned annual sales are already reported as assured

contracts in the fi rst quarter.

The picture varies from sector to sector. In Media, for example,

multi-year contracts were concluded for continual tv audience

research. In the panel-based Retail and Technology sector,

contracts are largely renewed in the fi rst three months of the

fi nancial year. As a result of the lower proportion of continual

data collection in Custom Research and greater weighting for

ad hoc studies, incoming orders in this sector tend to be more

evenly spread across the whole of the fi nancial year.

Economic and financial development: GfK Group

Top 10 of the Consumer Research Sector

Company

Sales 2007

usd million

Growth

in %1)

1 The Nielsen Company, usa 4,220.0 12.7

2 ims Health, usa 2,192.6 6.0

3 Taylor Nelson Sofres, uk 2,137.2 5.4

4 GfK Group, Germany 1,593.2 5.8

5 Kantar Group2), uk 1,551.4 2.7

6 Ipsos, France 1,270.3 9.1

7 Synovate, uk 867.0 7.8

8 iri, usa 702.0 5.6

9 Westat, usa 467.8 10.4

10 Arbitron, usa 352.1 6.9

1) Growth in national currency, adjusted according to acquisitions/sales

2) Estimate

Source: esomar Industry Report 2008, published August 2008

Reconciliation of adjusted operating income

In eur million 2007

20071)

adjusted 2008

Change

in %

Operating income 136.4 125.6 128.9 + 2.6

Expenditure and profi ts in

conjunction with restructuring

and company transactions 0.0 0.0 4.6 –

Write-ups and write-downs of

additional assets identifi ed

on acquisitions 30.1 30.1

24.1 – 19.9

Personnel expenses for share-

based payments and long-term

incentives

1.7 1.7 – 1.0 –

Other operating income

less remaining other operating

expenses

– 10.6 0.2

2.1 –

Total highlighted items 21.2 32.0 29.8 – 6.7

Adjusted operating income 157.6 157.6 158.7 + 0.7

1) Without income infl uences from settlement with ubm

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2.2 GfK Group: successful income development

Sales and income

GfK increased its sales in 2008 by eur 58.4 million to eur 1,220.4

million. With organic growth of 5.5%, sales growth again out-

performed the industry.

At eur 379.8 million, gross income from sales almost matched

the previous year’s level (2007: EUR 380.7 million). The above

rise in sales is countered by a rise in the cost of sales of

eur 59.2 million to eur 840.6 million (2007: eur 781.4 million).

In contrast, selling and general administrative expenses

declined. These amounted to eur 248.9 million in the fi nancial

year 2008 compared to eur 252.0 million in the previous year.

Selling costs in 2007 included impairment losses on customer

relations amounting to eur 6.9 million. These declined in 2008

to eur 1.1 million.

income increased by eur 1.1 million from eur 157.6 million to

eur 158.7 million. The operating margin was again high at

13.0%. In the previous year, the margin amounted to 13.6%.

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Development of earnings1)

In eur million 2007

20072)

adjusted 2008

Change

in %

Sales 1,162.1 1,162.1 1,220.4 + 5.0

Cost of sales – 781.4 – 781.4 – 840.6 + 7.6

Gross income from sales 380.7 380.7 379.8 – 0.2

Selling and general administrative

expenses – 252.0 – 252.0 – 248.9 – 1.2

Other operating income 25.8 15.6 54.3 + 247.9

Other operating expenses – 18.1 – 18.7 – 56.3 + 202.3

eb itda 199.1 188.4 192.0 + 1.9

as a percentage of sales 17.1 16.2 15.7 –

Adjusted operating income 157.6 157.6 158.7 + 0.7

as a percentage of sales 13.6 13.6 13.0 –

Highlighted items – 21.2 – 32.0 – 29.8 – 6.7

Operating income 136.4 125.6 128.9 + 2.6

as a percentage of sales 11.7 10.8 10.6 –

Income from participations 3.0 3.0 3.9 + 28.2

ebit 139.4 128.6 132.8 + 3.2

as a percentage of sales 12.0 11.1 10.9 –

Financial Income 7.9 7.9 16.0 + 102.6

Financial expenses – 30.2 – 32.3 – 35.8 + 10.7

Net fi nancial income – 22.3 – 24.4 – 19.8 – 19.0

Income from ongoing business

activity 117.1 104.2 113.0 + 8.4

Tax on income from ongoing

business activity – 25.7 – 25.3 – 31.0 + 22.2

Tax ratio in % 21.9 24.3 27.4 –

Consolidated total income 91.4 78.9 82.0 + 4.0

Attributable to equity holders

of the parent 83.2 70.7 73.2 + 3.5

Attributable to minority interests 8.2 8.2 8.8 + 8.6

Consolidated total income 91.4 78.9 82.0 + 4.0

Earnings per share (undiluted)

in eur 2.33 1.98 2.04 + 3.0

1) Rounding differences may occur

2) Without earnings infl uencing the settlement with ubm

highlighted items include amortization, impairments and write-ups

on hidden reserves disclosed as part of purchase price allocation

amounting to eur 24.1 million (2007: eur 30.1 million). These relate

to the balance of scheduled amortization and depreciation which

was unchanged year-on-year at eur 14.8 million, impairments of

eur 10.5 million (2007: eur 16.2 million) and value write-ups of

eur 1.2 million (2007: eur 0.9 million).

The highlighted items include income and expenses relating

to reorganisation and business combinations which netted out at

eur –4.6 million. These include expenses amounting to eur

11.0 million, which were incurred from the planned amalgamation

with Taylor Nelson Sofres (tns), primarily including expenses

for consultancy services, as well as commitment fees for bank

loans and other expenses. These were offset by income from the

break fee of eur 13.4 million. Furthermore, the item includes costs

relating to the biss fi tness and effi ciency program of eur 5.8 million

as well as costs for the transformation changing the legal form of

GfK Aktiengesellschaft to GfK se amounting to eur 1.2 million.

The highlighted items also include the remaining other operating

income and expenses. Netted out, these amount to eur –2.1 million

(2007: adjusted eur –0.2 million). This item includes a gain

from exchange rate differences of eur 2.8 million (2007: eur 1.6

million).

operating income rose year-on-year by eur 3.3 million, or 2.6%,

from an adjusted fi gure of eur 125.6 million to eur 128.9 million.

The personnel cost ratio, which expresses the ratio of personnel

expenses to sales, stood at 40.5% (2007: 40.0%). In absolute

terms, personnel expenses stood at eur 494.3 million (previous year:

eur 465.2 million).

Scheduled depreciation and amortization, especially on

software and offi ce equipment, increased by 6.8% from

eur 44.2 million in the previous year to eur 47.2 million. There

were also impairments of eur 13.2 million (2007: eur 16.4 million).

The balance of write-ups and depreciation was reduced by a

reversal of impairment losses amounting to eur 1.2 million (2007:

eur 0.9 million).

The GfK Group increased ebit by 3.2% compared to the adjusted

fi gure for the previous year from eur 128.7 million to eur 132.8

million.

ebitda rose from the adjusted fi gure of eur 188.4 million in the

previous year by eur 3.6 million to eur 192.0 million in fi nancial

year 2008.

income from participations increased considerably

from eur 3.0 million in the previous year to eur 3.9 million

in 2008.

other fi nancial income, which is the balance of fi nancial income

and expenses, amounted to eur –19.8 million in fi nancial year 2008.

This represents a considerable improvement on the previous year,

when adjusted other fi nancial income would have stood at eur –24.4

million. Through active management and the targeted use of

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The changes on the liabilities side stem from the decline in other

non-current liabilities of eur 9.0 million, which mainly related to

purchase price obligations for minority interests in China which

have meanwhile been paid, as well as a fall in trade payables by

eur 8.0 million.

In addition, equity fell by eur 9.3 million from eur 509.6 million

in 2007 to eur 500.3 million. A rise in retained earnings of

eur 60.2 million was countered by a decline in earnings and

expenses recognized directly in equity of eur 74.3 million. The

major portion of these items is attributable to currency fl uctuations

not affecting income, which in 2008 was mainly caused by the

sharp fall in the value of the British pound (around eur – 43 million).

As of December 31, 2008 the equity ratio remained unchanged

on the previous year’s high level at 34.6%.

derivative fi nancial instruments, the income from currency hedging

contracts rose signifi cantly and made a material contribution to the

positive development.

Overall, this led to a pleasing increase in the income from ongoing

business activity of 8.4% from the adjusted fi gure of eur 104.2

million to eur 113.0 million in 2008.

At 27.4%, the income tax ratio was 3.1 percentage points above

the adjusted ratio for the previous year of 24.3%. In 2007, several

special effects led to a lower tax ratio.

The GfK Group therefore increased its consolidated total income

by eur 3.1 million from the adjusted fi gure of eur 78.9 million in

the previous year to eur 82.0 million in 2008. This equates to a rise

of 4.0%.

Asset and capital position

Compared with the previous year, the total assets of the GfK Group

decreased by eur 24.1 million to eur 1,446.6 million.

On the assets side of the balance sheet, the eur 3.3 million drop

in non-current assets was attributable to several effects:

goodwill fell by eur 9.2 million. Tangible assets increased by

eur 11.3 million, particularly through the expansion of digital

metering technology in tv research. Shares in associated

companies rose by eur 6.8 million primarily as a result of the

acquisition of a minority holding in Dmrkynetec. This was

countered by deferred tax assets of eur 14.2 million.

The change in current assets of eur –20.9 million essentially

comprises a fall in trade receivables as well as other current assets

and deferred items. In addition, the assets held for sale in the

previous year amounting to eur 9.5 million no longer applied

in 2008.

Economic and financial development: GfK Group

The GfK Group: Income and consolidated total income 2004 – 2008 in eur million

2004 + 82.9

+ 53.1

2005 + 125.1

+ 67.5

2006 + 150.5

+ 71.2

20071) + 157.6

+ 78.9

2008 + 158.7

+ 82.0

Income Consolidated total income

1) Consolidated total income for 2007 adjusted by the special effect from the ubm settlement

amounting to eur 12.5 million

Development of balance sheet growth

In eur million 31.12.2007 31.12.2008

Change

in %

Share

of total

assets

in %

Assets

Non-current

assets 1,088.3 1,085.0 – 0.3 75.0

Current

assets 382.5 361.6 – 5.5 25.0

Liabilities

Equity 509.6 500.3 – 1.8 34.6

Non-current

liabilities 458.2 448.5 – 2.1 31.0

Current

liabilities 503.0 497.8 – 1.0 34.4

Total assets 1,470.8 1,446.6 – 1.6 100.0

Development of equity ratio 2004 – 2008 in %

2004 45.6

2005 28.6

2006 31.2

2007 34.6

2008 34.6

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GfK_65

Investment and fi nance

The GfK Group ensures that its investments are timely and

suitably balanced in relation to business development. For

management purposes, the Group differentiates between ongoing

investment, project investment and fi nancial investment. The

investment activity in ongoing investment primarily covers new

and replacement purchases of tangible and intangible assets.

For an innovative market research company, investment in panel

expansion and switching to digital recording devices, the expansion

and extension of production and evaluation systems as well as

the development of new measurement technologies, is essential.

This project investment is generally reported to the management

at regular intervals during the year as part of the management

information system. They make a decisive contribution to securing

the future success of the company through the expansion of its

leading edge in technology and raising the entry barriers for potential

competitors. Overall, the range for ongoing and project investment

regularly amounts to between 4% and 5% of sales. In addition,

the GfK Group regularly invests in the expansion of the international

network. Above a certain minimum level, this fi nancial investment

is subject to approval of the Supervisory Board.

In 2008, GfK spent eur 101.5 million on investments (2007: eur 73.7

million). Of this investment, eur 50.5 million (2007: eur 49.2 million)

related essentially to the procurement of software, offi ce equipment

and other tangible assets and eur 49.0 million (2007: eur 22.8 million)

to the acquisition of consolidated companies and other business

units.

With cash fl ow from ongoing operating activity of eur 145.8

million (previous year: eur 168.1 million), capital expenditure

was fully fi nanced. After a sharp decline in working capital in the

previous year, the very low level at the start of 2008 could not be

maintained, resulting in a rise in working capital by eur 11.4 million

by the year-end.

Taking account of expenses relating to capital expenditure amounting

to eur 50.5 million, free cash fl ow totaled eur 95.3 million

(2007: eur 118.9 million). Acquisitions in the fi nancial year 2008

were therefore fully fi nanced.

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net indebtedness, defi ned as the balance of cash, cash equiva-

lents and short-term securities less interest-bearing liabilities

and pension obligations, rose slightly by eur 8.6 million from

eur 472.9 million to eur 481.5 million. The main reason for this

rise was the increase in pension provisions.

gearing, which is the ratio of net indebtedness to equity, rose

marginally in fi nancial year 2008 to 96.2% (previous year: 92.8%).

The ratio of net indebtedness to the key fi nancial ratios ebit, ebitda

and free cash fl ow remained largely stable.

Development of free cash fl ow

In eur million 31.12.2007 31.12.2008

Change

in %

Cash fl ow from ongoing operating

activity 168.1 145.8 – 13.3

Capital expenditure – 49.2 – 50.5 + 2.5

Free cash fl ow before

acquisitions, other investments

and asset disposals 118.9 95.3 – 19.8

Acquisitions – 22.8 – 50.6 + 121.8

Other fi nancial investments – 1.6 – 0.3 – 78.2

Asset disposals 3.4 1.1 – 67.8

Free cash fl ow after

acquisitions, other investments

and asset disposals 97.9 45.5 – 53.6

Development of net indebtedness

In eur million 31.12.2007 31.12.2008

Change

in %

Liquid funds 37.8 36.7 – 2.9

Short-term securities and

time deposits 0.8 0.9 + 11.8

Liquid funds and

short-term securities 38.6 37.6 – 2.5

Liabilities

to banks 387.3 389.4 + 0.5

Pension obligations 34.8 41.5 + 19.4

Liabilities from

fi nance lease 13.6 14.3 + 5.3

Other interest-bearing

liabilities 75.8 73.9 – 2.5

Interest-bearing

liabilities 511.5 519.1 + 1.5

Net indebtedness – 472.9 – 481.5 + 1.8

Gearing and ratio of net indebtednessto ebit, ebitda and free cash fl ow

200720071)

adjusted 2008

Gearing (net indebtedness/equity) 92.8 % 92.8 % 96.2 %

Net indebtedness/ebit 3.39 3.67 3.63

Net indebtedness/ebitda 2.38 2.51 2.51

Net indebtedness/free cash fl ow 3.98 3.98 5.05

1) Without earnings influence from settlement with ubm

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time the authorization comes into force. The new authorization

applies until November 20, 2009. The authorization to acquire

own shares can be exercised by the company, or by third parties

for the account of the company, in whole or in part, once or on

several occasions, to meet one or several purposes. The acquisition

takes place as the Management Board chooses through an offering

addressed to all shareholders or by means of a public call to

issue such an offer or via the stock market. The shares acquired

by virtue of the authorization can be also be sold by means other

than via the stock market or through an offering to all shareholders,

providing the cash price for the shares at the time of the sale is

not signifi cantly below the stock exchange price for similar shares

in the company. The number of shares for sale may not exceed a

maximum of 10% of the share capital of the company at the time

the resolution was passed by the Annual General Meeting on

May 21, 2008 or – if lower – 10% of the registered capital of the

company at the time of the sale of the shares. If the Management

Board makes use of the authorization to call in its own shares in

the company, this is carried out such that the share capital is

reduced. In deviation from this, the Management Board can decide

that the share capital will not change as a result of the call-in

and that the proportion of other shares in the share capital will

increase as a result of the call-in pursuant to section 8 para. 3 of

the German Stock Corporation Act. In this case, the Management

Board is authorized to amend the number of shares in the Articles

of Association. The authorization to use the shares acquired can

be exercised once or on more occasions, separately or together,

for all or part of the volume of own shares acquired and with the

exception of calling in shares, can be carried out by third parties

for the account of the company. The subscription right of sharehol-

ders to own shares is excluded to the extent that the shares are

being used as part of a merger of acquisition of companies, parts of

companies, participations or to discharge obligations under the

convertible bonds and/or stock options to be issued in the future or

for disposal via the stock market or by other means.

GfK se does not have any compensation agreements in the event of

a takeover offer with the members of the Management Board and

the employees.

2.4 Sectors: spotlight on consumers and markets

GfK offers its clients from the consumer goods and pharmaceuticals

industry, retail, media and the service sector, a comprehensive

range of information and consulting services in a total of three

sectors. These deliver the fundamental knowledge which GfK clients

need to make their marketing decisions.

custom research: The Custom Research sector supplies information

and consulting services for operational and strategic marketing

decisions in over 30 countries, and via partnerships in more than

60 countries.

2.3 Mandatory information under company law

(Section 315 para. 4 hgb, German Commercial Code)

By resolution of the Annual General Meeting on May 21, 2008,

GfK se was created by changing the legal form of GfK Aktien-

gesellschaft (district court Nuremberg hrb 9398) (pursuant to

Section 2 para. 4 in conjunction with Section 37 se-vo, European

company law). The share capital of GfK Aktiengesellschaft became

the share capital of GfK se at the same level as at the date of

conversion and with the same denomination into no-par value

bearer shares as at that date.

The share capital of GfK se amounts to eur 150,296,541.94

divided into 35,947,363 no-par value bearer shares. There are

no restrictions in the Articles of Association relating to voting

rights or the assignment of shares. All shares carry the same

rights.

GfK-Nürnberg e.V., Berlin, has a direct holding of 56.96% of the

voting rights in GfK se. The company has not received notifi cation

of any other shareholders with a stake of 10% or more of the

capital.

Employees with an interest in the capital exercise their voting

rights directly.

Pursuant to Article 5 of the Articles of Association of GfK se,

the Supervisory Board is responsible for determining the number

of members of the Management Board. The Supervisory Board

appoints the members of the Management Board for a maximum

period of fi ve years. Appointment for one term or several

reappointments for a maximum term of fi ve years is permitted.

The Supervisory Board may appoint one member of the Manage-

ment Board as the ceo and one or more as Deputy ceos. In

addition, the legal regulations on appointing and removing

members of the Management Board (sections 84, 85 of the German

Stock Corporation Act, AktG) apply. The Articles of Association

do not contain any regulations that exceed the statutory require-

ments of sections 133, 179 of the German Stock Corporation

Act (AktG).

The authorization to acquire own shares dated May 23, 2007 has

been rescinded for the period from the coming into force of the

following new authorization. By resolution of the Annual General

Meeting on May 21, 2008 GfK se is authorized to acquire shares

in GfK se and to resell own shares held. The shares may be

acquired in order to offer them to third parties as part of a merger

of companies or acquisition of a company, part of a company or

participation or to enable the company to discharge its obligations

in relation to any convertible bonds and/or share options to be

issued by it or its Group companies in the future. The same applies

for calling in shares and the resale of shares on the stock market.

Trading in own shares is not admissible. The repurchase of shares

is limited to a maximum of 10% of the share capital in place at the

Economic and financial development: GfK Group

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GfK_67

Custom Research offers a broad spectrum of services which include

tests and studies, in particular, for product and pricing policy,

brand management, communications, distribution and customer

loyalty. GfK monitors products and services from development and

launch through maturity to the degeneration phase. The sector’s

portfolio comprises continually collected data, for example from

household and doctor panels, as well as ad hoc studies tailored

specifi cally to individual questions. The data source for the Custom

Research sector is provided by consumers and physicians (point

of consumer and physicians).

The Custom Research sector comprises the segments Consumer

Tracking, HealthCare, Automotive, Business and Technology,

Financial Services, Consumer and Retail, Other Custom Research,

Custom Research Central and Eastern Europe, Custom Research

Latin America, Custom Research Asia and Pacifi c as well as the

multi-segment Custom Research.

retail and technology: Retail (point of sale) is the data source

for the Retail and Technology sector. The sector supplies clients

with information and consulting services based on retail data from

continuous surveys and analyses of sales of technical consumer

goods and services in the retail sector in more than 70 countries

worldwide. The services comprise regular surveys on the market

segments offi ce communications, photographic technology and

optics, electrical household appliances, information technology,

telecommunications, sports equipment, tourism and consumer

electronics and entertainment media.

media: The Media Sector delivers information services on range,

intensity and nature of media usage and acceptance in more than

20 countries in Europe and the usa. The data source for the Media

sector stems from the media (point of media).

The services are directed at clients from media companies,

agencies and the branded goods industry. The range of available

services includes continuous, as well as special one-off studies and

analyses. The data sources for the Media sector come from tv,

radio, print, outdoor advertising and online.

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other: The sectors are supplemented by the Other division,

which, in particular, covers GfK’s central services for its

subsidiaries and other services not related to market research.

The division mainly includes some elements of GfK Switzerland,

GfK Data Services, GfK Methoden- und Produktentwicklung

and departments of GfK Group Services

Economic development: successful rise in sales and income

In 2008, the GfK Group continued the successful business develop-

ment of the previous year and further increased sales and income.

Breakdown of growth of sales and income in %1)

Total growth

+ 5.0

+ 0.7

Growth from acquisitions

+ 2.5

+ 2.2

Organic growth

+ 5.5

+ 0.7

Currency effects

– 2.9

– 2.1

Sales Income

1) Rounding differences may occur

Proportion of sector sales to total sales in %1)

1) Rounding differences may occur

Custom Research

64.1

Other

0.3

Retail and Technology

24.9

Media

10.7

Proportion of sector income to total income in %1)

1) Rounding differences may occur; “Other” – 2.3 % not taken into account on the chart

Custom Research

35.3

Media

15.0

Retail and Technology

52.0

Margin by sector in %

Custom Research

8.6

7.2

Retail and Technology

25.8

27.2

Media

20.6

18.3

Actual 2007 Actual 2008

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custom research: Custom Research is the sector with the highest

sales in the GfK Group and more than half of the total sales are

generated here. Custom Research increased its sales slightly

in 2008 by 1.3% to eur 782.8 million. Of this, organic growth

accounted for 2.4 percentage points, while acquisitions added

2.6 percentage points. The development in business activities in

the regions Central and Eastern Europe, Latin America and

Asia and the Pacifi c was particularly pleasing. In addition, GfK

improved its market position in Australia through the takeover

of the Blue Moon Group and in Turkey through the acquisition

of Bilesim International. Currency effects reduced overall growth

by 3.7 percentage points.

The Custom Research sector generated operating income of

eur 56.1 million in 2008. Compared to the previous year, income

declined by 15.3%. Of this, minus 2.0 percentage points were

attributable to currency effects. Acquisition-related changes

contributed 1.7 percentage points to overall growth. A con-

siderable portion of the fall in income was due to the regional

differences in the HealthCare business. While HealthCare

companies in Germany, Latin America and Asia and the Pacifi c

recorded pleasing growth rates, sales and income at the us

American and British companies slowed. The American pharma-

ceuticals industry is fi ghting against slumping sales caused

by generics, the time-consuming process for approval of new,

patented products as well as with numerous inspections from

both political and regulatory aspects. Comprehensive restructuring

measures were implemented at the relevant HealthCare business

Economic and financial development: sectors

units to counter this trend. These measures were completed by

the start of 2009 and will generate signifi cant cost savings. The

decline in income is also attributable to the automotive segment.

The global fi nancial and economic crisis led to contracts not being

renewed in the last quarter of the fi nancial year and this was

partially offset by the two multi-year contracts signed in relation to

Brand Monitor and Mystery Shopping activities in October in this

segment.

The Custom Research sector achieved a margin of 7.2% in 2008

compared to 8.6% in the previous year.

retail and technology: The Retail and Technology sector

ended fi nancial year 2008 very successfully. It increased its sales

considerably by 16.6% to eur 304.1 million, thereby exceeding

the eur 300 million mark for the fi rst time. This corresponds to

the highest percentage total growth in the GfK Group. Organic

growth improved year-on-year by 2.4 percentage points to

14.0 percentage points. The outstanding rise in sales was due

in part to the systematic expansion of the range of services and

the growing frequency of reports. The basis for this is the global

production and reporting system, StarTrack. Moreover, the sector

further expanded its network in fi nancial year 2008, particularly

in the regions Western Europe/Middle East/Africa as well as Asia

and the Pacifi c. Overall, acquisitions contributed 3.2 percentage

points to the growth in sales, while currency effects reduced

growth by 0.6 percentage points.

Custom Research: breakdown of growth of salesand income in %1)

Total growth

– 15.3

+ 1.3

Growth from acquisitions

+ 2.6

+ 1.7

Organic growth

– 15.0

+ 2.4

Currency effects

– 3.7

– 2.0

Sales Income

1) Rounding differences may occur

Custom Research: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 773.0 782.8 + 1.3

Income 66.2 56.1 – 15.3

Margin in % 8.6 7.2 – 1.42)

Number of employees 5,632 5,876 + 4.3

1) Rounding differences may occur

2) Percentage points

Retail and Technology: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 260.8 304.1 + 16.6

Income 67.3 82.6 + 22.8

Margin in % 25.8 27.2 + 1.42)

Number of employees 2,458 2,757 + 12.2

1) Rounding differences may occur

2) Percentage points

Retail and Technology: breakdown of growth of salesand income in %1)

Total growth

+ 16.6

+ 22.8

Growth from acquisitions

+ 3.2

+ 3.4

Organic growth

+ 14.0

+ 21.0

Currency effects

– 0.6

– 1.7

Sales Income

1) Rounding differences may occur

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GfK_69

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Retail and Technology also recorded the highest percentage

overall growth in income. There was a disproportionately high

increase in income of 22.8% to eur 82.6 million in this sector

which has the highest income in the GfK Group. Organic growth

contributed an excellent 21.0 percentage points to overall growth,

while 3.4 percentage points were attributable to acquisition-related

changes. In contrast, currency effects reduced growth by 1.7 per-

centage points.

At 27.2%, the margin in Retail and Technology is considerably

higher than the previous year’s fi gure of 25.8%, and is again the

highest margin of all the sectors.

media: Sales in the media sector amounted to eur 130.1 million

in 2008. This represents a signifi cant rise of 4.5% on the previous

year. Developments in the regions North America and Central and

Eastern Europe were particularly pleasing. The North American

subsidiary gained additional market share through new products

especially. Against the backdrop of the diffi cult market environ-

ment, developments in this subsidiary were slower in the last

quarter of 2008. In the Ukraine, GfK won a multi-year contract

in media usage. There were other successful contract renewals,

including in the uk with the renewal of the bbc Cross Media

contract and in Belgium for tv audience measurement and radio

audience measurement. Of the overall growth, 7.3 percentage

points were attributable to organic development. Currency effects

reduced income by 2.7 percentage points. There were no acquisition-

related changes.

At eur 23.8 million, income in the sector was below the previous

year’s fi gure of eur 25.7 million. Income in the fi nancial year

was adversely affected by investment in and costs for special

production and evaluation software. Organic growth amounted

to minus 4.0 percentage points. Currency effects led to a fall in

income of 3.4 percentage points.

The margin of 18.3% is the second highest margin in the

GfK Group.

other: Sales in the Other division fell by eur 0.2 million to eur 3.5

million (previous year: eur 3.7 million).

As a result of higher personnel expenses and higher costs for

services and premises, the income shortfall in this division

stood at eur 3.7 million in fi nancial year 2008 (previous year:

eur –1.5 million).

2.5 Regions: global competence in local markets

The GfK Group operates a network consisting of its own

subsidiaries in over 100 countries. In geographic terms,

the business is divided into six regions:

germany – founded in 1934, GfK has been conducting research

in its home market for 75 years. Since the 1960s, GfK has

been extending its international network from its base in

Germany.

western europe/middle east/africa – GfK has been active

in Western Europe since the 60s and covers 17 countries in total.

GfK is represented in 12 countries in the Middle East and in a

total of 13 countries in Africa.

central and eastern europe – GfK established its fi rst

subsidiary here in 1989. Today GfK has 27 companies covering

21 countries.

north america – GfK fi rst represented in the usa in 1999 with

a subsidiary. In 2005, GfK also entered the market in Canada.

Three years later, in 2008, there are a total of 13 companies in

the usa and Canada.

latin america – having started with its own company here in

2002, GfK now has 12 companies in 20 countries.

asia and pacifi c – this region joined the GfK network in 1985.

In 2008, GfK had 27 companies in 16 countries.

Media: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 124.5 130.1 + 4.5

Income 25.7 23.8 – 7.5

Margin in % 20.6 18.3 – 2.32)

Number of employees 559 594 + 6.3

1) Rounding differences may occur

2) Percentage points

Media: breakdown of growth of salesand income in %1)

Total growth

– 7.5

+ 4.5

Growth from acquisitions

+ 0.0

+ 0.0

Organic growth

– 4.0

+ 7.3

Currency effects

– 2.7

– 3.4

Sales Income

1) Rounding differences may occur

Other: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 3.7 3.5 – 7.0

Income – 1.5 – 3.7 k. A.

Number of employees 421 465 + 10.5

1) Rounding differences may occur

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Compared to the previous year, fi ve of the six regions reported

good organic growth in sales in fi nancial year 2008. In the

emerging regions of Central and Eastern Europe, Latin America as

well as Asia and the Pacifi c, in particular, the GfK Group recorded

dynamic double digit growth and further expanded its market

position.

germany: As in previous years, the GfK Group was again the

undisputed market leader in Germany in fi nancial year 2008.

In terms of sales, Germany is the second biggest region in 2008

with eur 316.1 million (previous year: eur 290.3 million). All of

the sales growth is organic and GfK recorded a rise of 8.9% in

the fi nancial year compared to 7.7% in 2007.

western europe/middle east/africa: At eur 487.2 million, the

highest contribution to sales in 2008 came from the region Western

Europe/Middle East/Africa (previous year: eur 480.5 million) which

therefore generated around 40% of group-wide sales. Organic

growth in sales amounted to a good 3.9%, while currency effects

reduced sales by 4.1%. Acquisitions contributed 1.7 percentage

points to growth in sales.

Economic and financial development: regions

Material changes in the GfK network

Company

Invest-

ment

activity

Stake

changes

in % Sector Region

Blue Moon Group Acquisition from 0

to 100

Custom Research Asia and

the Pacifi c

Bilesim

International

Acquisition from 0

to 100

Custom Research Central- and

Eastern

Europe

Societé V Asset Deal Retail and

Technology

Western Europe/

Middle East/

Africa

GfK Research

Matters

Share

increase

from 66

to 100

Custom Research Western Europe/

Middle East/

Africa

Shopping Brasil Majority

acquisition

from 0

to 51

Retail and

Technology

Latin

America

Qosmos Minority

interest

from 0

to 7.81

Retail and

Technology

Western Europe/

Middle East/

Africa

Dmrkynetec Minority

interest

from 0

to 26

Custom Research Western Europe/

Middle East/

Africa

GfK Denmark Share

increase

from 87

to 100

Custom Research Western Europe/

Middle East/

Africa

Chart Track Share

increase

from 9

to 55

Retail and

Technology

Western Europe/

Middle East/

Africa

GfK ms Nigeria Acquisition from 0

to 100

Retail and

Technology

Western Europe/

Middle East/

Africa

GfK Albania Acquisition from 0

to 100

Custom Research Central- and

Eastern

Europe

The Arbor Strategy

Group

Acquisition from 0

to 100

Custom Research North America

Market Insight Majority

acquisition

from 0

to 74

Custom Research Western Europe/

Middle East/

Africa

GfK mediacontrol

Latina sl

Majority

acquisition

from 0

to 53.5

Retail and

Technology

Western Europe/

Middle East/

Africa

Regional breakdown of sales in %1)

1) Rounding differences may occur

Germany

25.9

Western Europe/Middle East/

Africa

39.9

Latin America

2.9

Central and Eastern Europe

7.1

North America

18.0

Asia and the Pacific

6.1

Germany: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 290.3 316.1 + 8.9

Number of employees 1,714 1,746 + 1.8

1) Rounding differences may occur

Germany: breakdown of sales growth in %1)

Total growth + 8.9

Growth from acquisitions + 0.0

Organic growth + 8,9

Currency effects + 0.0

1) Rounding differences may occur

Western Europe/Middle East/Africa: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 480.5 487.2 + 1.4

Number of employees 3,341 3,526 + 5.5

1) Rounding differences may occur

Western Europe/Middle East/Africa: breakdown of sales growth in %1)

Total growth + 1.4

Growth from acquisitions + 1.7

Organic growth + 3.9

Currency effects – 4.1

1) Rounding differences may occur

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central and eastern europe: The GfK companies in the region

Central and Eastern Europe increased their sales contribution

by 19.3% to eur 87.2 million (previous year: eur 73.1 million).

Organic growth in sales improved by 1.6 percentage points from

12.4% in the previous year to eur 14.0% in 2008. Currency effects

led to a rise in sales of 1.0 percentage points, while acquisition-

related growth made a positive contribution of 4.4 percentage points.

north america: As a result of the faster fall in the us dollar

against the euro which was still strong, growth in sales declined

by 6.1 percentage points due to currency effects. This is the main

reason for the reduction in sales of 8.7% to eur 219.7 million

(previous year: eur 240.7 million). In organic terms, sales dropped

by 3.1%, while acquisitions made a slight positive contribution to

sales of 0.5%.

latin america: Growth in the region Latin America was again

extraordinarily dynamic in 2008. Compared to the previous year,

the GfK Group increased its sales by an outstanding 32.7% to

eur 35.5 million. With organic growth of 27.0 percentage points,

this region reported the highest organic growth rate out of all the

regions. Currency effects slightly reduced sales by 2.5%, while

acquisitions increased sales by 8.2%.

asia and the pacifi c: GfK achieved the highest relative growth in

sales in the region Asia and the Pacifi c in fi nancial year 2008 with

a rise of 47.3%. Sales increased from eur 50.8 million in 2007 to

eur 74.8 million. At 18.6 percentage points, the region reported

the second highest organic growth rate in the GfK Group after Latin

America. GfK achieved a rise in sales of 27.3% from acquisitions

and further expanded its market position in the region. Currency

effects contributed 1.4 percentage points to sales growth.

Central and Eastern Europe: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 73.1 87.2 + 19.3

Number of employees 1,284 1,495 + 16.4

1) Rounding differences may occur

Central and Eastern Europe: breakdown of sales growth in %1)

Total growth + 19.3

Growth from acquisitions + 4.4

Organic growth + 14.0

Currency effects + 1.0

1) Rounding differences may occur

North America: breakdown of sales growth in %1)

Total growth – 8.7

Growth from acquisitions + 0.5

Organic growth – 3.1

Currency effects – 6.1

1) Rounding differences may occur

North America: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 240.7 219.7 – 8.7

Number of employees 1,092 1,039 – 4.9

1) Rounding differences may occur

Latin America: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 26.7 35.5 + 32.7

Number of employees 403 525 + 30.3

1) Rounding differences may occur

Latin America: breakdown of sales growth in %1)

Total growth + 32.7

Growth from acquisitions + 8.2

Organic growth + 27.0

Currency effects – 2.5

1) Rounding differences may occur

Asia and the Pacifi c: key fi gures1)

In eur million 2007 2008

Change

in %

Sales 50.8 74.8 + 47.3

Number of employees 1,236 1,362 + 10.2

1) Rounding differences may occur

Asia and the Pacifi c: breakdown of sales growth in %1)

Total growth + 47.3

Growth from acquisitions + 27.3

Organic growth + 18.6

Currency effects + 1.4

1) Rounding differences may occur

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3. Research and development

The development of innovative methods and systematic further

development of established research instruments is of central

importance to the GfK Group in order to intensify existing customer

relationships and attract new customers. For this reason, the

continual development of innovative methods and instruments

constitutes an important part of day-to-day business operations.

Most of the necessary development work is carried out by GfK

Methoden- und Produktentwicklung in Nuremberg. The 22-strong

team focuses on questions relating to statistics and methods,

defi ning populations, optimizing random samples and extrapolation

procedures as well as program concepts for data collection and

analysis software. In addition, the individual sectors and subsidiaries

– sometimes in cooperation with clients, universities and manage-

ment consultants – also carry out projects on a decentralized basis,

especially those which serve to establish new information services

in consumer goods markets, countries or regions. GfK worked on

the following research and development projects in 2008.

3.1 GfK Methoden- und Produktentwicklung

In cooperation with the Marketing faculty at the University of

Saarbrücken, GfK Methoden- und Produktentwicklung developed

the GfK EmoSensor for the Custom Research sector. This instru-

ment can record the emotions triggered in consumers by marketing

measures such as tv spots or new products on a differentiated basis.

The hierarchical bayes method was used to estimate price

elasticities for data from the household panel for the fi rst time in

2008. This method can be used to determine the price elasticities

for a brand, even when the data available is actually insuffi cient.

To make up for the defi cit, data from other brands is used in order to

obtain an optimum assessment that takes account of all information.

This provides clients with stable results, even when the data situation

is not ideal.

In the fi eld of conjoint analysis, GfK used the genetic algorithm for

product optimization with the hilca (Hierarchical Individual Limit

Conjoint) software for the fi rst time. hilca is aimed at optimizing

products that can be described by a large number of properties.

Computerized run-throughs of all possibilities in full usually fail

because of the huge number of possible combinations. Here, the

genetic algorithm helps deliver a speedy, targeted and virtually

optimum result.

3.2 Custom Research

GfK Custom Research North America developed an innovative

software solution known as gfk smart (Superior Mystery

Shopping Administration and Reporting Technology) that

improves the research process for complex mystery shopping

projects. It also enhances the speed and quality of interpretations.

The GfK Mystery Shopping test method is used for example to

analyze the service quality provided by supermarkets, restaurants,

insurance companies and banks and to determine measures to

optimize service quality.

An innovation at GfK subsidiary, GfK Strategic Innovation is the

GfK NewProductWorks® (npw) database. This is the world’s

largest data collection covering all the product innovations

successfully launched in the market in the last 25 years. The

database catalogues product and brand positioning, core

statements and slogans. It enables links to be established between

developments within individual categories and sectors as well

as across the categories and sectors. Based on the theory that

successful innovations emerge and evolve from concepts that

are already accepted by consumers, GfK is able to make forecasts

regarding the future development of certain products and

categories.

Together with a Milan-based electronics manufacturer, Italian

subsidiary GfK Eurisko developed GfK dialogatore. This device

looks like an organizer and has a touch screen, microphone,

speakers, a camera, sound matching options and a gps system.

It is suitable for all types of questions in a panel and panel

members can use the GfK Dialogatore to scan in the bar codes

of products, newspapers and magazines. Through the sound

matching options, the device can also be used for interviewing

tv- and radio audiences. The device is fi tted with a gprs modem

so the data can be transferred continually by telephone to a

central computer for analysis and reporting.

The GfK target group profi ler (tgp) identifi es core groups for

marketing, that is households or persons with the highest

potential for a particular brand. The focus is on people who so far

have rarely or never bought the brand but display a high level of

the characteristics that defi ne the group of regular buyers. These

represent groups that can be brought closer to the brand with

targeted marketing. The tgp analyzes circumstances, lifestyles,

and consumer preferences in products, stylization and food for

this target group. Individual marketing measures are derived from

the results.

How will a planned price increase affect individual target groups?

GfK price performance planner (ppp) was developed to carry

out this type of simulation. The impact on unit sales and sales

revenue resulting from a change in price is determined on the

basis of a market model. The modeling includes all brands in

the relevant competitive environment as well as purchases in

discount stores. The relevant brands and stores where they are

purchased per household are known. Information is also available

as to which brands are offered in what stores at what price. The

Research and development

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instrument also takes the loyalty of households to individual

brands and stores into account. If the price of a brand in a

store increases and this exceeds the consumer’s price threshold,

the consumer has the option of buying the brand in a different

store where it is cheaper or choosing an alternative brand in

the same store. The third option is to delay the purchase for a

certain amount of time and wait until the item is on special

offer. This facilitates the simulation of complex scenarios which

simultaneously take into account the factors price, frequency

of promotions, distribution, advertising, time and competitors’

response.

GfK segment tracker is used to identify the needs and motives

of people in the medical fi eld with regard to their preferences in

terms of sales promotions. The instrument was developed by the

us subsidiary GfK Market Measures in 2008. It helps clients in

the pharmaceuticals industry target their customers correctly

so that they can meet the various needs and requirements of

doctors. GfK Segment Tracker splits doctors into six different

groups according to how they evaluate various advertising

contacts or how they defi ne the perception of their profession.

This segmentation can assist pharmaceutical companies in

making more effective marketing decisions. Marketing depart-

ments can tailor content more specifi cally and better address

the needs of the different doctors. Optimum use can be made

of budgets, while maximising doctor satisfaction and receipts

and enhancing the advertising impact.

3.3 Retail and Technology

mobile content tracking and downloads, was developed

by the Retail and Technology sector, attracting a high level of

awareness among the mobile phone and provider industry in 2008.

Millions of mobile phone users download highly diverse mobile

content onto their phones and this opens up increased advertising

opportunities for companies. The research method is based on

deep-packet inspection technology (dpi), which collects exact,

standardized and detailed measurements for the three main

sources of mobile content – internet-based tv, computers and

mobile phones. For GfK, dpi technology quite simply represents

the audience measurement that clients need for commercial

success on the world wide web.

3.4 Media

Markets and the media have changed considerably in the past few

years with pressure from competition in the markets intensifying,

target groups becoming increasingly fragmented, consumers

becoming less transparent and media budgets spread across a

growing number of media. Media planning that is based purely

on socio-demographic features such as age, sex or income is no

longer enough and additional information about consumers is

required to reach them effectively and effi ciently. To obtain this

information, market researchers transfer features from one data

source to another. Using this method, the Research, Consulting &

Development department at GfK Fernsehforschung in Germany has

developed four new instruments for the market:

Using t.o.m. fmcg tv (target optimizer for markets), data from

the GfK ConsumerScan panel is transferred into the agf/GfK tv

panel. Information about viewers not available from the tv panel

data alone is made transparent through data fusion. The same

principle is applied in t.o.m. pharma tv, only here the data is

transferred from the GfK HealthCare panel. This can show

which viewers occasionally buy a particular headache remedy

for example. tdw t.o.m. pharma can be used to record responses

to print advertising, whereby information on purchasing supplied

by the HealthCare panel is transferred into the Typology of Wishes

(TdW), one of the leading market media studies. The TdW method

is particularly suitable for this project, as it maps both general

interest and pharmacy customer magazines. This instrument

enables pharmaceutical companies to place advertising on a more

targeted basis, while publishing companies can also use it to

improve the positioning of their titles on the basis of buyer data.

Combining this with t.o.m. Pharma tv also facilitates optimized

cross-medial planning. The internet is covered by web.consumer.

Here GfK uses data fusion to transfer buyer target groups from the

GfK ConsumerScan panel into the United Internet Media (uim)

customer database. This can be used to determine whether a certain

consumer group looks at a particular internet page especially

frequently so that companies can optimize the placement of their

advertising accordingly.

4. Human Resources

The sustained internationalization of the GfK Group is accompanied

by the increasing internationalization of its personnel activities.

The Human Resources International department, which is responsible

for implementing the global Human Resources strategy and provides

support to the operating units when introducing hr instruments,

was strengthened in 2008. The service offering was extended and

cooperation increasingly expanded through the introduction of

international project teams. The resultant processes for the

introduction or optimization of hr will be presented to the local

GfK companies at the annual Human Resources Conference before

they are rolled out in the Group.

4.1 Scorecard and Best Practice award

The Human Resources scorecard was introduced in 2008 and

is used to regularly measure the implementation of the global

hr strategy using key performance indicators (kpis) such as staff

turnover, the length of the recruitment process, the number and

quality of applications, the quota of key positions fi lled internally

and the number of management successors. This provides

important information on the status of hr activities at regional

and global level. The fi ndings are incorporated in the long-term

planning and indicate which instruments are proving effective.

In addition, the scorecard opens up the possibility of comparing the

kpis, not just within the GfK Group but also externally, for example

with other companies in the home market, and of setting targets for

hr activities.

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Human Resources

The Best Practice Award was introduced in 2008 with regard to

the communication and dissemination of effective personnel

instruments and processes. Representatives of a large number

of GfK companies select from the many candidates presenting

their instruments to a group of hr representatives from all over

the world. These are the best instruments in the recruit, refresh

and retain categories. The candidates and the winners will be

presented and receive their awards at the annual international

hr Conference.

4.2 Global employee survey

GfK’s success depends to a great extent on the commitment of its

employees at all levels. In the light of this, the GfK Group carried

out its fi rst global “Employee Engagement Survey” in 2008. The

response rate was very good at 77%.

The Management Board and management are looking very closely

at the results of the global employee survey and what they mean.

In a process managed by hr International, the results of the

Employee Engagement Index will be discussed with the employees

from a global as well as regional and local perspective and

measures derived to enhance engagement.

From now on, the Employee Engagement Index will be determined

every year and forms a core part of hr’s activities.

4.3 Employees

The number of employees in the GfK Group rose in fi nancial year

2008 by 622, or 6.9%, to 9,692 as of December 31, 2008.

With a total staff complement of 7,946, the number of employees

at foreign GfK companies increased by 590 compared to 2007. In

total, 82% of GfK employees work outside Germany, continuing

the trend towards internationalization of the workforce.

In regional terms, around half of the total rise in personnel was

attributable to Central and Eastern Europe and Latin America.

The region Asia and the Pacifi c also saw the number of employees

rise, but at 20% the increase was lower than in previous years.

As a result of adjustment measures, North America was the only

region in the GfK Group to record a decline in the number of

employees.

The number of employees increased in all sectors of the GfK

Group. At 48%, most of the rise was attributable to the Retail

and Technology sector followed by Custom Research at 39%.

While the increase in the Custom Research sector stemmed

from the acquisition of new companies, in Retail and Technology,

the Group’s presence increased organically in Central and Eastern

Europe as well as Asia and the Pacifi c. Moreover, personnel

numbers increased in the growth region of Latin America, partly

as a result of the acquisition of a company in Brazil.

Number of employees by sector in %1)

Total 100% � 9,692 full-time-positions

1) Rounding differences may occur

Custom Research

60.6

Other

4.8

Retail and Technology

28.5

Media

6.1

Number of employees by region in %1)

Total 100% � 9,692 full-time-positions

1) Rounding differences may occur

Germany

18.0

Western Europe/Middle East/

Africa

36.4

Latin America

5.4

Central and Eastern Europe

15.4

North America

10.7

Asia and the Pacific

14.1

4.4 Staff turnover: continues to vary sharply from region to

region

The staff turnover rate at the GfK Group is the ratio of employee

resignations in relation to the average number of employees

in the Group in the fi nancial year. In 2008, this indicator rose by

0.5 percentage points to 13.5% (previous year: 13.0%).

At 3.5% (previous year: 2.2%), the rate in Germany had increased

slightly, but was still the lowest rate of all GfK regions. Outside

Germany, staff turnover varied sharply from region to region.

Compared to the previous year, employee retention improved

signifi cantly in Latin America and the staff turnover rate fell by

7 percentage points to 13.4%. In the dynamic market environment

in the growth regions in Asia and the Pacifi c as well as Central and

Eastern Europe, at over 20% the rates were similar to those in the

previous year and again considerably higher than in the other

regions.

4.5 Total remuneration and shares of the Management Board

and Supervisory Board

Information on the remuneration of the Management and

Supervisory Boards and their shareholdings is given in the tables

and explanations in the remuneration report in the Corporate

Governance report on page 14ff.

There were no loans or advances to members of the Management

and Supervisory Boards.

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5. Organization and administration

The range of products and services offered by the GfK Group

comprises information services based on market research

data. The Group has faced the challenges posed by increasing

globalization and has put in place an organizational structure

that enables the local GfK companies to respond quickly and

effi ciently to opportunities in the market. This also applies to the

head offi ce department, GfK Group Services. GfK se functions

as both the holding company and an operating unit. In Germany,

the GfK Group’s network encompasses the parent company as well

as ten consolidated, 19 associated companies and three minority

interests. Worldwide there are 136 consolidated subsidiaries active

in over 100 countries. The Group is based in Nuremberg.

5.1 Management Board, sectors and segments: new structure

The GfK Group was run by a Management Board consisting of six

members in 2008. The Chief Executive Offi cer (ceo), Professor

Dr. Klaus L. Wübbenhorst, is responsible for the strategy of the

GfK Group, the executive personnel development strategy, the

it strategy, contact with the executive bodies and participations

of a non-operational nature as well as research and development

and Corporate Communications. The Chief Financial Offi cer (cfo),

Christian Weller von Ahlefeld, is responsible for the Financial

Services, Human Resources and Central Services departments.

At the start of 2008, the fi ve business divisions Custom Research,

Retail and Technology, Consumer Tracking, Media and HealthCare

were restructured to form the three sectors Custom Research,

Retail and Technology and Media. This structure is based on the

assessment of market research services, which are essentially

based on data that stems from a variety of sources. In the Manage-

ment Information System, the sectors are further broken down into

segments.

The Custom Research sector is led by the three Management Board

members Petra Heinlein, Debra A. Pruent and Wilhelm R. Wessels.

Within the sector, Petra Heinlein is responsible for the segments

Financial Services, Consumer and Retail, Other Custom Research,

Custom Research Central and Eastern Europe, Custom Research

Latin America, Custom Research Asia and Pacifi c as well as Multi-

Segment Custom Research. Debra A. Pruent is responsible for

the segments Automotive and Business and Technology, while

Wilhelm R. Wessels heads up the segments Consumer Tracking

and HealthCare.

The Retail and Technology sector is managed by Dr. Gérard

Hermet and the Media sector by Wilhelm R. Wessels.

5.2 Administration: centralized approach for global services

In Group Services in the GfK Group, the Financial Services, Human

Resources, Central Services and Corporate Communications

departments fulfi ll centralized functions throughout the Group.

The Financial Services department includes Legal Services and

Transactions, Group Reporting, Group Taxes, Group Treasury,

Business Insights, Best Practice as well as Projects & it. Financial

Accounting and Operational Accounting in Financial Services

and the Central Services department provide services for most of

the companies in Germany. Outside Germany, the individual

GfK companies are largely responsible for these services them-

selves.

6. Purchasing

Purchasing traditional capital goods is of minor importance for

market research activities. In Germany, this purchasing is carried

out on a centralized basis by Central Services which is part of

GfK Group Services, as well as by it Services which is part of

GfK Data Services. This applies in particular for the purchase of

work materials and standard offi ce equipment.

it Services carries out centralized purchasing relating to standard

software, hardware infrastructure and telecommunications for the

German companies. With the support of the Chief Information

Offi cer (cio), it Services also concludes Group-wide agreements

and services enabling all companies in the GfK Group to purchase

it goods and services at favorable terms and conditions. The cost

budget for hardware, software and telecommunication services for

the whole Group amounted to around eur 60 million worldwide, of

which around eur 18 million was attributable to software.

7. Environmental protection

The careful and responsible use of natural resources is important

to the GfK Group. Through directives and recommendations,

all employees are urged to optimize consumption and observe

the principles of recyclability when carrying out their business

activities, especially with regard to the use of consumables.

Central Services and it Services at GfK are responsible for the

purchase and appropriate disposal of materials in Germany.

Outside Germany, the individual GfK companies are responsible

for these themselves.

8. Corporate communications and marketing

Corporate Communications is responsible Group-wide for internal

and external communications for the GfK Group and comprises

the three departments Public Relations, Corporate Design/Corporate

Identity and Investor Relations. The target groups include

representatives from the media, the general public, employees,

shareholders, investors and fi nancial analysts. The Investor

Relations department and its duties are outlined separately in the

section “GfK shares” in the image section of this Annual Report.

To effectively supply this extensive corporate network and the

general public throughout the world with information, the

Corporate Communications department at head offi ce made

greater use of innovative, digital technologies in 2008. This

included more webcasts, digital newsletters, rss (Rich Site

Summary) feeds on the internet and the relaunch of the global

online database.

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Opportunity and risk position

8.1 Corporate communications: providing information using new

and existing services

In the reporting year, GfK se published a total of 76 press releases

in Germany, around 15% more than in 2007. The coverage in the

print media comprised around 15,000 articles, an increase of 25%

compared to the previous year.

Since the rss feed function was set up on the GfK Group’s website

in May 2008, interested parties have been able to automatically

subscribe to new content posted in the Press section of the

website. By the end of 2008, this function was being used by

102,000 contacts.

GfK’s website recorded 6.6 million page views, around 15% more

than in 2007. The Corporate Communications department processed

4,000 e-mail enquiries.

In December 2008, the company picture database, GfK Image-

world, was relaunched, offering all employees worldwide access

to a pool of over 6,600 images for print media, presentations or

brochures.

8.2 Marketing: sharpening the brand image

Most of the marketing activities of the subsidiaries in the GfK Group

are carried out independently, but in close consultation with Corporate

Communications.

Trade fairs and conferences play a key role as marketing instru-

ments. GfK either organized or participated in a total of 185 events.

In addition, the GfK Group appeared at the main market research

trade fairs: at the end of March as the silver sponsor at the arf

(Advertising Research Foundation) Annual Convention (Re: think

2008) in New York, usa, as one of the main sponsors at the Esomar

Annual Congress in Montréal, Canada in September and at the

German market research trade fair Research & Results in Munich

in November.

At the end of 2008, as a further Group-wide marketing measure in

addition to the existing image campaign, Corporate Communications

developed a new corporate design concept for advertisements,

which should further harmonize and enhance the brand identity of

GfK at international level.

9. Opportunity and risk position

The early identifi cation, evaluation and professional management

of risks represent the basis for GfK for leveraging the opportunities

in the market research market in a responsible manner.

Risk and opportunity management in the GfK Group is continually

reviewed and further developed. In 2008 for example, more improve-

ments were made to systematic risk quantifi cation. As in previous

years, the Group’s external and internal auditors confi rmed the

effectiveness of GfK’s early opportunity and risk identifi cation

system.

9.1 Principles of opportunity and risk management:

integrated system

principles of risk management: to safeguard the continued

success of the GfK Group in the market, the GfK Group must

consistently exploit opportunities as they arise. However, no

opportunity is without risk. To ensure the professional manage-

ment of risks and guarantee the identifi cation of resulting

opportunities, risk policy principles were drawn up which form

the basis for the entire opportunity and risk management system

of the GfK Group. The key tenets of the system are:

Only those risks which are known can be managed.

Risks must be systematically assessed.

Risk management is a duty for everyone.

These principles are integral to the structures and business

processes of the GfK Group.

responsibilities and functions:

Risk management coordinators

The direct responsibility for early identifi cation, management

and communication of risks locally lies with the business manage-

ment of the individual GfK companies. Local risk management

coordinators promote risk awareness and ensure that the prescribed

central principles are implemented by the respective organizations.

Risk Management Committee

The Management Board has established a Risk Management

Committee under the terms of its overall responsibility for

the opportunity and risk management system whose standing

members include the cfo as Chairman, the Global Head of

Corporate Finance as well as an employee from the Business

Insights department responsible for risk management. The

Committee is charged with the continuous development and

updating of rules for group-wide effi cient and functional

opportunity and risk management. Beyond this, the Committee

remit also extends to identifying relevant risks and notifying the

Management and Supervisory Board of the current risk position

within the Group.

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Whistleblowing: taking the initiative

GfK encourages all its staff to report any actual or suspected

infringements of any statutory or internal regulations. Staff

members can contact their superiors, the risk management

coordinators, internal audit or Human Resources. If employees

do not wish to use these channels, they can also make an

anonymous report under the terms of the whistleblowing

regulations.

processes: In order to take full account of the opportunities and

risks, the GfK Group applies an integrated opportunity and risk

management strategy. This involves identifying and managing

the strategic and operating risks and arising opportunities at the

level of the various GfK companies, GfK regions, GfK sectors and

Group level.

All principles, functions and processes of the GfK Group opportunity

and risk management system are documented in a group handbook

to which all employees have access via the Group intranet, gfk4u.

The core of this system is the annual opportunity and risk inventory

carried out by the managing directors and risk management

coordinators covering developments relating to risks identifi ed in

the prior year and new risks that have emerged. Risks are assessed

according to the probability of their occurrence and extent of

potential damage for two consecutive years, so that concrete

measures can be specifi ed to manage them. In addition, the

individual Management Board members responsible for the

sectors identify the potential opportunities in their respective

sectors. If the risk situation changes signifi cantly or new risks arise

during the year, ad hoc reporting measures ensure that the

Management Board of the GfK Group is informed immediately.

A uniform Group-wide reporting system based on standard

criteria guarantees that fi nancial risks relating to current and

future business development trends are monitored and that

any opportunities arising are highlighted. Based on the com-

mercial data provided by GfK companies, the Group Reporting

and Business Insights departments produce monthly internal

reports which provide information on any potential risks to

business performance at an early stage. Further forecasts and

budget projections during the year provide key indicators of

any imminent commercial risks.

Comprehensive guidelines also form part of the internal controlling

process in which all mandatory approval processes and authorization

mandates are specifi ed. Internal Audit checks the structure and

functionality of the opportunity and risk management system at

regular intervals. The subject of opportunity and risk management

is also enshrined in all the audits carried out at subsidiary com-

panies and the insights from these audits and recommendations

made by the auditors in turn serve to further improve the system

for early identifi cation of risks and opportunities.

9.2 Assessing opportunities and risk: details

macro-economic: despite the repercussions of the inter national

economic crisis on the macro-economy which are currently still hard

to forecast, some experts expect a recovery in the global economy

as early as the second half of 2009. This assessment is based on the

expansive monetary policy and economy programs in the main

industrialized nations as well as weaker infl ation due to lower energy

prices. Sustained positive growth rates are also expected in Latin

America and China for example.

The GfK Group operates worldwide and is highly diversifi ed in

terms of its client, market and product portfolios. Consequently,

even a worsening in the macro-economy would not mean any

signifi cant acute risk to the Group. In addition, the stronger accent

on Asia and the Pacifi c and as well as Latin America as growth

regions gives GfK good opportunities for further positive

development in the overall market despite the weaker economic

position in the traditional industrial states.

Consequently, the GfK Group does not anticipate any signifi cant

risks arising from macro-economic developments which might lead

to any major erosion in orders or sales and income at Group level.

industry: the market research industry is unlikely to com pletely

escape the unfavorable economic framework conditions. However,

in the past it has proven to be relatively crisis-proof

and less susceptible to economic infl uences than other segments

in the marketing and advertising industry. With its global network,

the GfK Group is a full service provider offering a wide spectrum

of surveys and analyses and is therefore well placed to meet the

challenges posed by the impact of the fi nancial crisis and intensi-

fying competition.

GfK-Group: integrated opportunity and risk management system

Group level Sector level

Company level

GfK integrated

opportunity and

risk management

system

Elements of the opportunity and risk management system

Reporting system

Other(e.g. security standards,

integration concepts, etc.)Guidelines

Risk manage-

ment handbook

Opportunitiy and risk

inventory

Exceptional risk

reporting

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Furthermore, the diffi cult economic situation does open up

opportunities for international market research companies in

particular. For example, detailed analyses of the response and

behavior of consumers in the crisis will become increasingly

important as will information on the sales potential of products in

various countries. Through the fact-based consultancy approach

enshrined in its strategy, the GfK Group is already ideally

positioned to meet the increased need for consulting services on

the part of companies.

sector opportunities and risks: escalating concentration of the

client base due to mergers and acquisitions is affecting all three

GfK sectors. There is increased competition for the marketing

budgets of major companies, however, the dependency of the

GfK Group on such major companies continues to remain limited

and in fact, the share of Group sales accounted for by the 10 top

clients changed only slightly from 12% in 2007 to 14% in the

reporting year.

The risks relating to operational business are also only limited,

since none of the sectors generates more than 10% of Group

sales with a single client. The global presence of the GfK Group

further ensures that there is no substantial risk of any regional

dependency.

Despite the fi nancial crisis, the level of bad debts is also

insignifi cant in GfK’s broad-based client portfolio and the

liquidity position of the Group has not been detrimentally

affected.

To optimize the income situation in all sectors on a permanent

basis, GfK launched the group-wide biss fi tness and effi ciency

program (see also section 11.7. Development of the GfK Group),

which will make a substantial contribution to GfK’s continued

competitive-ness.

The specifi c risks and opportunities in the individual GfK sectors

are discussed below.

The portfolio in the custom research sector comprises continually

gathered data and ad hoc surveys tailored exclusively to individual

questions. In addition to the big, international groups, the ad hoc

segment is dominated by a large number of smaller, local providers.

This is due in part to the existence of market niches fi lled by

smaller suppliers and in part to the fact that market entry barriers

are lower, since they require a comparatively lower level of

investment than continuous market research. Smaller market

players frequently only cover a limited region or specialist

segment, and are therefore more narrowly positioned in the

market. Potential loss of orders to competitors in these segments,

for instance, because of a possible price advantage, presents a

risk here and this is countered by GfK with continuous analysis,

use of cost cutting potential and ongoing optimization of the range

of high quality, state-of-the-art products and methodologies on

offer. A prime example here is the online portal, GfK Octopus,

which clients can use to download and analyze data from surveys

they have commissioned.

Opportunity and risk position

In syndicated business, large-scale surveys are carried out

and offered to the market without any specifi c contract having

been received. One of the risks is the high cost of preparing the

surveys, when there are too few customers interested in buying the

analyses. However, syndicated business is predominantly on offer

where the experience of the past shows that there is an assured

number of takers. At the same time, this business area offers high

potential, since the smaller suppliers are not in a position to offer

such studies and each additional customer signifi cantly increases

the contribution margin.

The impact of the international fi nancial and economic crisis

represents a challenge for the Custom Research sector, especially

in the Automotive and Financial Services segments, as efforts to

cut costs here will affect the companies’ market research budgets.

National healthcare reforms, such as those in the usa, could mean

budget restrictions by the pharmaceutical industry. Greater use of

generic drugs is putting increasing pressure on the pharmaceutical

manufacturers, which ultimately impacts on their market research

budgets. The failure to obtain approvals from the Food and Drug

Administration (fda) in the face of increased obstacles in the light

of the more stringent political climate presents a continuing

problem in the HealthCare segment.

However, GfK is well equipped to deal with these problems as

well as the intensifi ed competition resulting from the economic

situation. Longstanding customer relationships and a comprehen-

sive portfolio of products and services provide GfK with a solid

foundation for success, as do its valuable databases, comprehen-

sive household panels and high data quality.

Global key account management has been developed further to

respond to the requirements of major clients operating globally.

In addition, customer expectations are evolving further in the

direction of the cross-sector services offered by the GfK Group

and the demand for online market research is continuing. Since

GfK has been able to establish its online panels and techniques

internationally at an early stage, the Group is well represented in

this area. GfK’s online business benefi ts from the fact that clients

are increasingly focusing on the quality of the research work

carried out. There are new opportunities arising in the HealthCare

segment, including in the fi eld of medical devices and the wellness

market which is continuing to boom.

In this market environment, GfK’s increasingly international

network is an advantage as international groups, and therefore the

top clients in the sector, consider this global aspect to be one of

the key criteria when awarding contracts. The demand for market

research in emerging markets in particular is also continuing. By

expanding its presence in these growth regions, especially in Asia

and the Pacifi c as well as Latin America, GfK is consolidating its

reputation as a global player as well as generating additional

business in local markets. Consequently, the further expansion of

the Group’s presence is seen as the greatest opportunity for the

Custom Research sector. Transferring existing market research

instruments to new countries also leverages synergetic effects.

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An attractive and modern range of products and services will

enhance the loyalty of existing clients and attract new ones to

create new opportunities. In Austria for example, the successful

switchover to scanning as the recording methodology in the

Consumer Tracking household panels led to improved data quality,

faster reporting and an increase in the product group spectrum.

This new technology will now be gradually rolled out in the GfK

companies in Central and Eastern Europe. The extension of

functionalities offered by the web-based evaluation software

Analyzeit also exploits the potential opportunity to enhance

customer loyalty. The GfK smart software solution which improves

the research process for mystery shopping processes and increases

the quality of the evaluation is another example of innovative

solutions in the Custom Research sector. The newly created position,

Global Head of Innovation, highlights the importance GfK attaches

to this new issue as an opportunity factor, especially in the current

economic environment.

GfK is the leading global provider in the retail and technology

sector and is well positioned in terms of risk with regard to

dependency on major clients and data suppliers.

GfK is distinguished above all by its global network based on an

uniform production and reporting system, as well as its own extensive

database. The StarTrack platform is a sophisticated tool through

which GfK offers up-to-date services to its clients with global

operations. The consistently maintained technological edge in the

market, systematic expansion of the service spectrum and consistent

worldwide expansion are the strategic cornerstones used by the

sector to exploit opportunities to further extend its market position.

In addition to the increased expansion of Retail and Technology

business activities in a number of African states, the sector’s

position in the emerging markets is also being improved. The

acquisition of Shopping Brasil for example strengthened its market

position in Latin America and the growing entertainment business

activities were also expanded.

For the future, increased reporting frequency, including in real

time, where fi ndings are delivered whilst data gathering is ongoing,

also offers the sector further sales potential. The introduction of

StarTrack-Explorer in 2008 offering a global standard format and

in-depth analysis, which clients can use to speedily create reports

tailored to their individual requirements online for the fi rst time,

further increases client loyalty and improves the already excellent

competitive position of the sector.

A signifi cant number of sales recorded by the media sector

resulted from long-term fi xed-volume contracts for continuous

tv and radio audience research. The client relationships emerging

from such contracts also offer a range of opportunities. On the

other hand, the associated dependency on major clients also

presents a signifi cant risk.

The current diffi cult market environment, especially in the us print

segment, represents a challenge for the sector. Alongside intensifi ed

customer services, this risk will be countered in particular through

the launch of new products in the market.

The new GfK tc Score measuring technology enables tv viewing

at a later time, e.g. via fi xed disk or dvd recorder, to be recorded.

The development of the Evogenius international software platform

represents a contemporary holistic instrument for the production

and analysis of media usage data. In the future, analysis will also

include information on radio, print and online usage. The growing

interest in cross-media studies, which deliver information on the

cross-media usage of a person combined with consumer and buyer

data, also offers GfK additional opportunities.

Delays arose during the development work on the reporting

element of the Evogenius media software compared to the original

project schedule. Negotiations were held with the main customer,

the German client on whose behalf the tv ratings are measured,

to resolve the diffi culties. As a result of these talks, GfK stopped

development of its own reporting software and in return was

granted the right to sell and use tv Scope, the client’s software,

on an international basis.

In recent years, the media market has been shaped by comprehen-

sive changes. New broadcast technologies, digitization and altered

tv audience behavior present particularly complex challenges to

the measurement of tv consumption. For instance, the mobile tv

offering is constantly on the increase and here, GfK is already very

well positioned, with a high level of potential for the future. GfK has

responded to out-of-home viewing, for example at major events

and in public places, with mobile data measurement systems, such

as MediaWatch, an electronic device integrated in a wristwatch

which records the use of various media.

personnel risks: The developments in the economic environment

also affect the labor market. However as before, recruiting and

retaining qualifi ed staff remains one of the most important tasks for

the GfK companies. GfK offers a varied qualifi cation and further

training program and is constantly working on optimizing its personnel

structures in order to recruit, integrate and keep management and

specialist staff in the longer term. The fi ndings from the Group-

wide employee survey carried out for the fi rst time in 2008 will also

be used for this purpose.

fi nancial risks: GfK has covered its fi nancial requirement with

a syndicated bank facility comprising a fi xed euro and us dollar

tranche and a variable revolving euro tranche. On the reporting

date, the fi xed tranches equated to eur 79.2 million and usd 74.8

million respectively and around 74% of the revolving credit

totaling eur 250 million had been drawn down at the fi nancial

year-end. Under the terms of an agreement, the revolving credit

line is available to GfK se until the end of October 2011. From

October 2011 to October 2012, the amount reduces to around

eur 218 million. In addition to the syndicated credit line, GfK also

has bilateral credit lines amounting to around eur 58 million at

its disposal, of which only a good 22% had been used by the

year-end. In total, on the reporting date, the balance of remaining

credit lines was eur 111.9 million (previous year: eur 165.3

million).

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interest rate hedging was reduced compared to the previous year

in order to take advantage of falling interest rates in the money

market and to utilize expectations of a lower level in the capital

market for medium-term interest rate hedging.

As at the reporting date of December 31, 2008, the interest rate

hedges had a positive fair value totaling eur 0.1 million. The

counterparty risk in connection with the positive fair value of all

derivatives is regarded as low, since transactions are only con-

ducted with reputable German and international banks. In addition,

the counterparty risk is reduced as transactions are spread across

several banks.

legal risks: In many countries, such as Germany, the uk

and France, the subject of apparent self-employment is still an

issue. This harbors the risk that the interviewers and other

freelancers working for GfK could become liable for social security

contributions. GfK avoids additional costs by adjusting the

employment terms to the respective national legislation as far as

possible.

The planned amendment of the German Data Protection Act would

make telephone market research in Germany more diffi cult.

Together with Arbeitskreis Deutscher Markt- und Sozialforschungs-

institute e.V. (adm), GfK has launched an initiative to exempt opinion

and market research from the planned restrictions.

GfK is involved in civil proceedings in a number of different

countries. However, the Management does not believe that these

present any signifi cant risks to the GfK Group.

risks ensuing from acquisitions: The acquisition of new

companies and their integration into the Group are associated with

risks. As part of its Excellence management training program, a

tailored concept was developed which describes the sequence of

measures required when integrating newly acquired companies

and which clearly indicates the areas of responsibility. The

participation of colleagues from the global GfK network ensures

compliance with all the requirements from an operating and

communications perspective.

Legal and accounting due diligence, usually carried out with the

support of experienced local teams of consultants, alternative

valuation methods and clear business plans are the precondition

for an acquisition. In most cases, the vendor’s management

remains with the company for several years as a minority share-

holder and/or director so as to ensure a clear motivation to assure

the sustained success of the company.

To further strengthen the fi nance base and extend the investor

group, despite the diffi cult market conditions, GfK se issued

a eur 50 million loan note at the end of 2008. The loan note

matures in November 2011 and the principal is repaid on maturity.

The funding elements indicated and an existing cash holding of

around eur 37 million at the reporting date assure the sound

fi nancial basis of the Group.

Overall, although the GfK Group expects higher margins will be

payable to its lenders, it does not anticipate any adverse liquidity-

related impact on its business from the fi nancial market crisis.

foreign currency risk: As a global company, the GfK Group is

exposed to transaction and currency translation risks.

The transaction risk results from the sale and purchase of goods

and services which are not paid for in the local currency of the

respective GfK business unit. Due to the fact that all GfK operating

companies have sales and expenses in the local currency, the

currency risk of the GfK Group is restricted. Group guidelines

regulate that all GfK companies monitor their currency risks and

hedge against currency fl uctuations for projects over a certain

size.

As a rule, GfK provides in-house fi nancing in the local currency for

subsidiaries. The ensuing currency risks in the Group’s Treasury

are hedged using derivatives. Hedging transactions usually run for

a maximum of 12 months. The offsetting effects of the underlying

transaction and the currency hedge are recognized in the income

statement and are consequently identifi able.

The currency translation risk is due to the fact that many GfK

companies are outside the euro zone, while GfK reports its

accounts in euro. In the consolidated fi nancial statements, the

balance sheets and income statements of companies outside the

euro zone must be converted into euros. The translation-related

effects from changes in exchange rates are shown under equity

in the GfK consolidated fi nancial statements. As the participations

are generally of a long-term nature, GfK dispenses with hedging

directly for net assets. Instead, the Group tries to use natural

hedges to provide cover for participations. To do this, the fi nancing

is in the currency of the respective company, so that the currency

fl uctuations are kept to a minimum. In order to eliminate volatility

in the income statement relating to the reporting date valuation

of currency liabilities, GfK uses hedge accounting according to

ifrs and valuation effects are reported under equity accordingly.

interest rate risk: At GfK, interest rate risks mainly arise for

fi nancial liabilities. In 2005, GfK used the favorable interest rate

conditions to fi nance the nop World acquisition and to safeguard

interest rates on a long-term basis and ensure greater accuracy

when calculating fi nancing requirements. For this reason, as of the

reporting date, GfK se had hedged 56% of its fi nancial liabilities

with interest rate swaps. The proportion of fi nancial liabilities with

Opportunity and risk position

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it and other risks: Installation, maintenance and further

development of security measures to protect information systems

and the data they contain are essential for GfK. Precautionary

measures serving to ensure the security of information technology

and its applications have always been given the highest priority.

The Group-wide security policy based on the recognized British

Standard 7799, adopted by the Management Board, was im-

plemented worldwide in 2008 and specifi es the mandatory it

security standards for the Group. In addition, the “moveit” project,

resolved by the Management Board as part of the Group-wide

biss initiative, includes concentrating the global computing center

services in a small number of global locations as well as extending

the Group-wide it standards. As a result all the security measures

and standards relevant to the Group will focus on these computing

center locations and any residual risks in it security will be

minimized as a result.

All the aforementioned measures as well as the it strategy of the

GfK Group and the Group-wide it security plans are coordinated

by the Chief Information Offi cer (cio), who reports directly to

the ceo. Security issues are dealt with in cooperation with the

it security specialists based in GfK companies in Germany and

abroad.

it audits also form an integral component of the audit conducted

by the Internal Audit department and are carried out locally by

it specialists.

GfK continuously assesses other risks beyond those relating

to it as part of its disaster recovery plan.

Material risks relating to losses and liabilities are either covered

locally or by Group-wide umbrella insurances.

No substantial risks relating to research and development activities

have currently been identifi ed. GfK monitors the development

of large-scale, cost-intensive innovation projects by a system of

regular reporting.

No major it risks or other risks have currently been identifi ed in

the GfK Group.

9.3 Assessing risks and opportunities: overall view

Despite the downturn in the macro-economy, the risks of GfK are

limited and should not materially affect the net assets, fi nancial

position or result of operations of the Group. An overall assessment

of the risk position of GfK also shows that no lasting threat to

business development is to be expected as a result of individual

risks or the interaction or accumulation of risks.

Potential opportunities for the GfK Group have been identifi ed,

particularly in relation to the further expansion of its global

network and the availability of an innovative product portfolio

incorporating state-of-the-art technology and which responds

optimally to client needs. The core competence of reliable and

high quality consulting opens up further opportunities to position

the company in the market, particularly in the current diffi cult

economic environment. The Group has also defi ned its future

opportunities in the strategic 5-Star Initiative program launched in

October 2005. The aims and objectives of this program continue to

form the basis for the future activities of GfK.

The following table provides an overview of the key points relating

to the risks and opportunities for the GfK Group:

To summarize, it can be concluded that the overall risk position

of the GfK Group continues to be assessed as low. No risks have

currently been identifi ed which might jeopardize the continued

existence of the GfK Group.

10. Major events since the end of the financial year

10.1 Changes in the GfK Network

The GfK Group expanded its network in North America at the start

of 2009 with the acquisition of a majority holding in the American

company Etilize and increase in its shareholding in Dmrkynetec

at the start of February 2009. Over the course of the year, GfK

increased its holding in the French company ifr from 24.2% to

100%.

Strengths Weaknesses

Internal factors – broad, high-quality and

innovative portfolio of

services and products

– fact-based consultancy

– high level of customer

loyalty

– international network

– high level of staff know-

how

– Dependence on major

customers

– Heterogeneous structures

in regions on account of

acquisitions

Opportunities Risks

External factors – relatively crisis-resistant

market research sector

– increasing need for

information and advice on

customers’ side

– Demand for high-quality

products

– overall macro-economic

development diffi cult

– sustained concentration

on customers’ side

– fi ercer competition

– changes in legislation and

policy

Changes in the GfK network

Company

Type of

investment

Share changes

in % Sector Region

Etilize Majority

interest

51 Retail and

Technology

North

America

Dmrkynetec Share

increase

from 26 to 75 Custom

Research

North Ame-

rica/Western

Europe/Middle

East/Africa

ifr Share

increase

from 75.8 to 100 Retail and

Technology

Western

Europe/Middle

East/Africa

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10.2 Conversion of GfK ag to a Societas Europaea

The conversion of GfK ag to a Societas Europaea, or European

Company, was completed on February 2, 2009. Through

this change in legal form, GfK is taking greater account of the

increasingly international direction. An se is a supranational

legal entity formed under European law, which corresponds to

the GfK Group’s understanding of itself and further underpins

its international perspectives and structure.

The se particularly promotes the further development of GfK’s

international corporate culture. This offers all employees and their

representatives the chance of European involvement. In future,

through their elected representatives on the se Employee Council,

all employees in the eu Member States and the European Economic

Area will be able to receive information direct from the management

of GfK se and enter into a structured dialogue on transnational

issues. At the centre of this dialogue are the employees, as through

their motivation and commitment they make a lasting commitment

to the success of the company. Furthermore, the interests of all

European employees covered by the scope of the agreement on

employee representation are represented on the Supervisory Board

of GfK se.

This agreement is not only intended to lead to a structured

dialogue between GfK se and the European employee represen-

tatives but also international cooperation among the European

employee representatives themselves. The aim is to have a

European dialogue between the management of GfK se and the

employee representatives as well as the representative inclusion

of the European employees.

From the date of registration of GfK se until the Annual General

Meeting on May 20, 2009, the following employees were appointed

as the employee representatives on the Supervisory Board: Dieter

Wilbois, GfK ag, already a member of the Supervisory Board,

Stephan Lindeman, Intomart GfK and Shani Orchard, GfK Retail

and Technology uk.

10.3 Placement of loan note

In March 2009, GfK started the placement of a second loan note

amounting to a minimum of eur 50 million with a term of three

years. In advance of the issue of the loan note, on March 9, 2009,

GfK obtained bridging fi nance for the same amount until the end

of the year at most from the lead bank.

11. Outlook*

11.1 Macro-economic situation: phase of uncertainty

Experts expect a recession in the main industrialized countries.

However, it is not yet possible to precisely estimate how severe

this recession will be because of the various economic programs

implemented by the countries and states. Moreover, it is still

unclear how much bad debt or overvalued assets the fi nancial

institutions still have on their books.

Yet the International Monetary Funds (imf) is expecting a recovery

in the global economy at the end of 2009. The reasons given for

this are the economic programs in the key countries and lower

infl ation due to the fall in energy prices. The latter is already having

a positive impact on private households and provides some

compensation for declining exports.

Positive growth rates are still expected for China, India and other

emerging countries, which could also push up the average for the

macro-economy.

11.2 Market research sector: crisis brings opportunities

The market research sector has so far proved comparatively crisis-

resistant in diffi cult times. International companies with a broad

base, in particular, have the prerequisites for continual growth.

For example, in the adverse economic environment of 2008, the

GfK Group recorded organic growth in sales of 5.5%. A similar

trend was evident in the economic crisis of 2001. While global

growth stood at 2.4%, the GfK Group achieved organic growth

of 6.1%.

2009 will be a diffi cult year and poses two challenges for the

market research sector. Alongside the repercussions of the

fi nancial market and economic crisis that as yet cannot be clearly

estimated, price pressure from customers is expected to intensify.

In this environment, GfK is well positioned with its global presence

and innovative products. GfK has a stable panel business and

the access barriers for the competition are very high. In times of

uncertainty regarding the future recovery in consumer behavior,

market research is essential.

It is to be assumed that in the wake of globalization, more and

more clients will instruct market research companies to conduct

international market research projects. Producers in industrialized

countries facing the threat of sales losses in 2009, and indeed the

emerging markets as well, want to know more about their export

countries. The spotlight is turning to the sales potential for the

respective products in the various countries and the need for general

information on the culture and particular nature of consumers

in the respective sales markets is also becoming increasingly

Outlook

*The outlook contains predictive statements on futures developments, which are based on current

management assessments. Words such as “anticipate”, “assume”, “believe”, “estimate”, “expect”,

“intend”, “could/might”, “planned”, “projected”, “should”, “likely” and other such terms are state-

ments of a predictive nature. Such predictive statements contain comments on the anticipated

development sales proceeds, income and personnel numbers for 2009. Such statements are subject

to risks and uncertainties, for example, economic effects such as exchange rate fl uctuations and

changes in interest rates. Some uncertainties and other unforeseen factors which might affect

ability to achieve targets are described under “risk position” in the Management Report. If these

or other uncertainties and unforeseen factors arise or the assumptions on which the statements

are based prove to be incorrect, actual income may vary considerably from the fi gures indicated

or implied in the statements results could materially differ from the results indicated or implied in

these statements. We do not guarantee that our predictive statements will prove to be correct.

The predictive statements contained herein are based on the current Group structure and are

made on the basis of the facts on the day of publication of the present document. We do not intend

nor accept any obligation to update predictive statements on an ongoing basis.

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important. Alongside this qualitative, ethnographic information,

comparability of the results of multi-country studies is also

becoming important. Cost-saving products and marketing plans

that are to be successful in more than one market can only be

created with comparable data. This requires international expertise

and a global presence on the part of the market research organi-

zations concerned. Increasing competition here will crowd

out smaller market research companies. This in turn opens up

opportunities for international companies, so the crisis brings with

it new chances. Consumers are reacting to the changing world and

the demand for market research information will rise long term.

Moreover, GfK has a good fi nancial base, a solid foundation and a

clear corporate strategy. A high degree of fl exibility allows GfK to

respond appropriately to changing market conditions.

More than ever, it is important to know how communications

works, how products and services need to be designed and which

innovations will be successful. The trend shows that clients are

becoming more demanding and the depth of analysis is increasing,

for example through complex multivariate procedures which assess

the interplay of various variables. Only companies with a high level

of expertise in methodology and highly qualifi ed employees can

meet these requirements.

As a research fi eld, customer satisfaction and loyalty surveys will

gain in importance, especially in markets with fi erce competition.

In saturated markets, it is more cost-effective to retain existing

customers than to go through the costly business of attracting new

customers. Integrating this survey data in Customer Relationship

management systems and the systematic use of all information to

improve customer relationships is a service increasingly provided

by market research consultancy companies.

Another emerging trend is that customers increasingly want the

results of their surveys in realtime but with top quality at the same

time; a requirement that is most closely met by online research.

Use of the internet is so widespread in most industrial and

emerging countries that reaching the target group is hardly a

problem any more. Online research is the market research

procedure offering the greatest growth potential due to its speed,

comparatively low cost and ease of reaching the target group.

Yet the internet will not only continue to gain ground as a survey

platform, but is also becoming increasingly important as a source

of information for companies. It is the task of market research to

offer companies the instruments they need to analyze the commu-

nications of customers in forums and blogs.

At a qualitative and quantitative level, hybrid procedures, i.e.

looking at the issue being surveyed using at least two different

methods, are likely to become more important. On the quanti-

tative side, this poses the challenge of having to merge data

from different sources, which in turn is likely to be feasible only

for those market research companies that possess outstanding

methodology expertise.

11.3 Research and development: ahead of the market

The GfK Group will also increase the benefi t for clients through

relevant innovations in 2009. To do this, the Group works closely

with the basic research of GfK-Nürnberg e.V. Work currently

underway includes a cooperation with the University of Geneva

and Fraunhofer-Institut to examine whether it is possible to

automatically identify emotions using software-supported analysis

of test person videos.

Custom Research

There are plans to carry out a study together with the Hartman

Group in Seattle to analyze the infl uence of the global economic

crisis on buying habits and customers’ perception of their

purchasing power. This study forms the basis for further discus-

sions with brand manufacturers and retailers on new, innovative

approaches to categorizing the experiences of consumers.

In cooperation with market research company tns, GfK will look

in depth at the behavior of consumers during the economic crisis

via the Europanel. The corresponding basic research studies will

be carried out in the household panels.

In the United States, GfK HealthCare will primarily concentrate

in 2009 on further improving existing products. This includes for

example Therapeutic Class Studies (multi-client studies), Detail

Tracker (advertising impact research) as well as the establish-

ment of centers of competence for diabetes, managed care and

immunology and biological preparations. An important component

of these research initiatives will be the option of carrying out

regular tracking studies.

Retail and Technology

GfK launched a new panel for mobile phones in Iraq. The fi rst

results are expected in April. The sector is also driving forward the

establishment of panels in Africa and panel starts for consumer

electronics and electrical household appliances are expected this

year in the Ivory Coast, Kenya, Mozambique, Nigeria, Tunisia,

Algeria, Uganda and Tanzania.

Media

Development activities in the Media sector are concentrated at

GfK Telecontrol, the sector’s center of technical competence. Here

work continues on further optimization of measurement systems

for future-proof electronic tv and radio research.

11.4 Human Resources: focus on internationalization

The internationalization of the Human Resources department

started successfully in 2008 and will be continued in 2009. The

central tasks for 2009 are the introduction of global succession

management, wider dissemination of hr methods via a centralized

system for personnel processes as well as greater support for the

local Human Resources departments to reduce the staff turnover

rate.

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11.5 Corporate Communications and Marketing: spotlight on

promising technologies

To meet the needs of a global communications strategy, the

GfK Group is increasingly using innovative, digital technologies.

In 2009, this trend will be further intensifi ed within the constantly

growing corporate group. Work was progressed in 2008 on the

development of a mobile website that went online in January 2009.

The content of the GfK website was reworked to make it accessible

using mobile devices. Among the global full-service organizations

in the market research industry, GfK is a pioneer in this fi eld.

In addition to further expanding its worldwide coordinated press

activities, Corporate Communications will also be updating the

visual GfK world and strengthening the presence of the company

in the international marketplace.

11.6 Investments and fi nance: network expansion and

debt reduction

Authorized capital, free capital lines as well as positive cash fl ow

development provide the GfK Group with suffi cient equity and

outside capital.

The GfK Group will again use a large portion of the free cash fl ow

to expand its own network and reduce debts in 2009. Furthermore,

the Group will continue to invest in new measurement technologies

and panels.

In the current fi nancial year, the GfK Group is planning to carry

out maintenance and replacement expenditure of around 4%

of planned sales, which corresponds to the previous year’s level.

The current fi nancial and economic crisis is not likely to have a

signifi cant impact on fi nancing at GfK. Through its longer-term

fi nancing under the syndicated credit facility which runs until

2012, as well as the recent issue of the borrowers’ note, GfK has

a balanced credit portfolio. Interest rate risks are also hedged

through interest rate hedges.

11.7 Development of the GfK Group: aiming to increase sales

and income

5 Star Initiative

GfK will continue to pursue the aims and objectives under the

5 Star Initiative in 2009. The fi rst Fact-Based Consultancy initiative

concerns the consistent establishment of a service package of high

quality, fact-based and continuous consultancy services for the

client’s top management. The second objective, top 3, enshrines

GfK’s vision for its positioning in the global market for market

research. GfK aims to be the number 3 in the industry and at the

same time the number 3 in every major market research country in

Europe, America and Asia and Pacifi c as well as in each of its three

sectors. The third objective relates to the Global Reach initiative

under which GfK aims to further expand its global network and

establish its own companies in all relevant countries. With its fourth

objective, the Full Service initiative, GfK intends to continue to

position itself as a full service market research company. Under the

fi fth initiative, Outstanding Financial Position, GfK is aiming in

the medium term for sales of eur 1.5 billion and includes plans for

further acquisitions, especially in the growth regions Central and

Eastern Europe, Latin America and Asia and Pacifi c. In addition,

the Group aims to achieve an income margin (adjusted operating

income in relation to sales) in the range of 13% to 15%.

biss fi tness and effi ciency program

To optimize income on a long-term basis and in all sectors, the

GfK launched the Group-wide biss fi tness and effi ciency program.

The program was launched in 2008 and will accompany the

GfK Group until 2011.

Various projects are pooled under biss, which can be divided into

four main categories Business, it-Services, Streamline Services

and Synergies. The fi rst category (Business) aims to achieve

organic growth from new technologies/services and their

international roll-out.

The second category (it-Services) focuses on the consolidation

of the it infrastructure with regard to cost reduction and quality

improvements. Here the “moveit” project includes a concen-

tration on the global computing center services at global

computing center locations as well as an expansion of Group-wide

it standards.

The Streamline Services department focuses on effi ciency increases

through the amalgamation of locations and structures. Synergies

comprise measures resulting from the identifi cation of potential

from various selected cost types.

biss will make a considerable contribution to maintaining GfK’s

competitiveness on a permanent basis. The program is set to

produce annual income increases of at least eur 30 million and its

effects will be felt in full as of 2012. Of this increase, 30% will

already be achieved in 2009, a total of 60% in 2010 and around

90% in 2011.

In the period 2009 to 2011, project expenses of around eur 40

million are expected in order to achieve the income improvement.

These project expenses will be incurred as follows: 30% in 2009,

35% in 2010 and 35% in 2011.

Of this eur 40 million, around eur 11 million will be reported as

highlighted items between 2009 and 2011. 40% will be allocated

to 2009, 25% to 2010 and 35% to 2011.

Overall, the biss effi ciency improvement program should therefore

already have a positive impact on ebit and adjusted operating

income in 2009.

Outlook

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Forecast and order intake

Against the backdrop of the current economic environment and

persistent downturn in framework conditions, the GfK Group

is still aiming to achieve organic growth in sales in fi nancial

year 2009 and will take measures to maintain the margin at the

previous year’s level.

The management assumes that the start to fi nancial year 2009 will

be considerably more restrained than 2008 and that the pace of

growth in sales and income will not pick up until the second half

of the year. The effects of the biss fi tness and effi ciency program

will also become more evident then.

As expected, the GfK Group was unable to fully escape the

downturn in the economic environment at the start of 2009

and the order intake in the new fi nancial year has been slower.

As at the end of February 2009, the order book covers a total

of 39.4% of the expected annual sales (previous year: 42.2%).

Traditionally however, the fi rst two months do not provide any

indication of business development for the full fi nancial year.

GfK anticipates that the highlighted items will be in the range

of eur 27 million to eur 32 million (including biss) (previous

year: eur 32.0 million net of ubm settlement).

income from participations is expected to match the previous

year.

net fi nancial expenses are set to stand at around eur 20

million.

In total, GfK aims to achieve a group tax ratio of approxi mately

30%.

Although the GfK Group cannot estimate how the economy will

develop in the longer term, the Management Board assumes

that the market research sector will return to its growth course in

the coming years. As a result of its very good competitive position,

the GfK Group aims to outperform the market research sector

in terms of organic growth in the medium term. The consistent

alignment with and implementation of the 5 Star Initiative will

continue to determine the actions and objectives of the GfK Group

in the future.

Nuremberg, March 12, 2009

Prof. Dr. Klaus L. Wübbenhorst

Christian Weller von Ahlefeld

Petra Heinlein

Dr. Gérard Hermet

Debra A. Pruent

Wilhelm R. Wessels

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Germany

The homeland of the GfK Group is the world’s third

largest research market. This is where GfK was born

in 1934, at the University of Erlangen-Nuremberg, as

Germany’s first market research institute. Germany is

where GfK achieved market leadership some 20 years

ago, where it went public in 1999 and from where it

pursues its policy of global expansion. These days,

the group’s network consists of 155 companies whose

services cover more than 100 countries. In Germany,

the GfK Group has 19 companies (firms, subsidiaries

and offices), which together account for around one

quarter of the Group’s worldwide sales.

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Oktoberfest in Munich / Germany

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Western Europe/the Middle East/Africa

Western Europe is the largest of the GfK regions.

The first subsidiaries were established in Austria,

the Netherlands and France in the 60s and today,

a total of 49 companies operate in 17 countries.

GfK Marketing Services South Africa opened its

doors in 2001 and in 2004, GfK-MEMRB Marketing

Services Maroc was born in Morocco, the gateway

to Africa. In 2008, GfK set up its first subsidiary in

Nigeria, GfK-MEMRB Marketing Services Nigeria,

while in the Middle East, GfK maintains an active

presence in 13 countries in the Retail and Technology

sector from its Dubai-based company, GfK-MEMRB

Marketing Services.

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Football fans in Johannesburg / South Africa

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Central and Eastern Europe

In 1989, GfK opened its Hungarian branch as the

opening gambit in its pursuit of Central and Eastern

Europe. Today, GfK has 27 companies carrying out

research in a total of 21 countries extending from

Albania via Kazakhstan to the Ukraine. GfK currently

directs its market research operations in most Central

and Eastern European countries from its springboard

in Austria.

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The Mariinsky Theater in St. Petersburg / Russia

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North America

GfK has been active in the USA, the world’s biggest

market research country, since 1999, the year of

its stock market flotation. The first step was to

acquire GfK Custom Research and this was followed

in 2005 by further milestone launches in Canada

and acquisitions including British market research

company, NOP World. In 2008, the US-based Arbor

Strategy Group joined the GfK Group to continue

operations under its new name, GfK Strategic

Innovation. GfK currently has 13 subsidiary companies

in the USA and Canada.

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Marathon in New York City / USA

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Latin America

GfK launched operations in Latin America with the

opening of its own company, GfK Indicator, in 2002,

having already offered clients information services

relating to several Latin American markets for many

years through its cooperation with partner associates

in the GfK Custom Research Worldwide network.

GfK has 12 subsidiaries delivering information on

20 countries in the Custom Research and Retail and

Technology sectors. GfK also acquired Shopping

Brasil and its 50-strong staff in 2008, making it the

market leader in Brazil in the Retail and Technology

sector.

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Carnival in Rio / Brazil

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Asia and the Pacific

GfK has been active in the Retail and Technology

sector in Asia for over 25 years. Today, the GfK Group

can boast 27 local subsidiaries covering a total of

16 countries in the region. In 2008, GfK strengthened

its network in Asia and the Pacific by acquiring

Sydney-based leading custom research organization,

the Blue Moon Group, in Australia. In addition,

GfK Marketing Services established its first branch in

New Zealand to come one step closer to its declared

aim of expanding its presence in the growth region of

Asia and the Pacific.

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Flood festival on the Ganges / India

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Consolidated income statement 100

Consolidated balance sheet 101

Consolidatet cash flow statement 102

Consolidatet statement of recognized income and expense 103

Notes to the consolidatet financial statements for 2008 104

Supervisory Board 134

Management Board 136

Declaration on the German Corporate Governance Code 137

Shareholdings of the GfK Group 138

Auditors’ report 143

Financial statements of the GfK GroupFinancial statements of the GfK Group

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Note 2007 2008

Sales 5. 1,162,055 1,220,433

Cost of sales 6. – 781,393 – 840,650

Gross income from sales 380,662 379,783

Selling and general administrative expenses 7. – 252,034 – 248,917

Other operating income 8. 25,813 54,296

Other operating expenses 9. – 18,064 – 56,254

Operating income1) 136,377 128,908

Income from associates 3. 3,001 3,614

Other income from participations 3. 48 294

ebit 139,426 132,816

Other fi nancial income 12. 7,901 16,010

Other fi nancial expenses 13. – 30,270 – 35,807

Income from ongoing business activity 117,057 113,019

Tax on income from ongoing business activity 14. – 25,664 – 30,997

Consolidated total income 91,393 82,022

Attributable to equity holders of the parent: 83,230 73,161

Attributable to minority interests: 8,163 8,861

Consolidated total income 91,393 82,022

Basic earnings per share (eur) 15. 2.33 2.04

Diluted earnings per share (eur) 15. 2.32 2.04

1) Reconciliation to internal management indicator “adjusted operating income” amounting to eur 158,747 thousand (2007: eur 157,621 thousand) is shown

in the Management Report.

Consolidated income statement of the GfK Group in accordance with ifrs in eur’000

for the period January 1 to December 31, 2008

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Note 31.12.2007 31.12.2008

AssetsGoodwill 16. 745,692 736,466

Other intangible assets 16. 192,583 194,036

Tangible assets 17. 82,173 93,496

Investments in associates 18. 9,160 15,955

Other fi nancial assets 18. 8,542 6,614

Deferred tax assets 14. 44,255 30,048

Other non-current assets and deferred items 19. 5,878 8,413

Total non-current assets 1,088,283 1,085,028

Trade receivables 20. 277,462 270,700

Short-term income tax assets 14. 16,225 17,069

Securities and fi xed-term deposits 21. 830 928

Cash and cash equivalents 22. 37,746 36,670

Other current assets and deferred items 23. 40,677 36,234

Assets held for sale 23., 33. 9,530 0

Total current assets 382,470 361,601

Total assets 1,470,753 1,446,629

Equity and liabilitiesSubscribed capital 150,081 150,297

Capital reserve 195,750 197,278

Retained earnings 190,584 250,736

Income and expense recognized directly in equity – 47,039 – 121,342

Equity attributable to equity holders of the parent 489,376 476,969

Minority interests 20,175 23,327

Total equity 25. 509,551 500,296

Long-term provisions 26. 53,637 56,564

Long-term interest-bearing fi nancial liabilities 27. 317,884 313,200

Deferred tax liabilities 14. 72,380 73,432

Other long-term liabilities and deferred items 28. 14,275 5,296

Non-current liabilities 458,176 448,492

Short-term provisions 29. 7,723 9,259

Short-term income tax liabilities 14. 25,862 28,448

Short-term interest-bearing fi nancial liabilities 27. 158,803 164,438

Trade payables 3. 70,987 62,969

Liabilities on orders in progress 3. 114,462 111,211

Other short-term liabilities and deferred items 30. 124,014 121,516

Liabilities held for sale 30., 33. 1,175 0

Current liabilities 503,026 497,841

Total liabilities 961,202 946,333

Total equity and liabilities 1,470,753 1,446,629

GfK_101

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Consolidated balance sheet of the GfK Group in accordance with ifrs in eur’000

as of December 31, 2008

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Note 2007 2008

Consolidated total income 91,393 82,022

Write-downs/write-ups of intangible assets 16. 39,425 37,716

Write-downs/write-ups of tangible assets 17. 20,254 21,477

Write-downs/write-ups of other fi nancial assets 0 298

Total write-downs/write-ups 59,679 59,491

Increase/decrease in inventories and trade receivables – 12,801 – 1,171

Increase/decrease in trade payables and liabilities

on orders in progress 20,058 – 8,902

Change in other assets not attributable to investing or fi nancing activity – 3,230 – 6,056

Change in other liabilities not attributable to investing or fi nancing activity 8,812 4,774

Total changes in working capital 3. 12,839 – 11,355

Profi t/loss from disposal of non-current assets – 277 – 169

Non-cash income from associates 3. – 646 – 1,323

Increase/decrease in long-term provisions 3,845 511

Other non-cash income/expenses – 13,348 733

Net interest income 12., 13. 22,167 20,956

Change in deferred taxes 14. – 6,410 2,298

Current income tax expense 14. 32,075 28,627

Taxes paid – 33,188 – 35,955

a) Cash fl ow from operating activity 32. 168,129 145,836

Cash outfl ows for investments in intangible assets – 24,406 – 20,770

Cash outfl ows for investments in tangible assets – 24,843 – 29,713

Cash outfl ows for acquisition of consolidated companies and other business units, net of cash acquired – 22,836 – 48,980

Cash outfl ows for other fi nancial assets – 1,615 – 2,021

Cash infl ows from disposal of intangible assets 120 115

Cash infl ows from disposal of tangible assets 1,888 429

Cash infl ows from disposals of other fi nancial assets 1,488 582

Interest received 5,620 10,332

b) Cash fl ow from investing activity 32. – 64,584 – 90,026

Cash infl ows from equity contributions 25. 8,622 1,410

Cash outfl ows to equity holders of parent 25. – 12,781 – 16,138

Cash outfl ows to minority interests – 6,458 – 2,921

Cash infl ows from loans raised 51,820 108,569

Cash outfl ows for repayment of loans – 125,978 – 114,090

Interest paid – 28,126 – 33,579

c) Cash fl ow from fi nancing activity 32. – 112,901 – 56,749

Changes in cash and cash equivalents – 9,356 – 939

(total of a), b) and c))

Changes in cash and cash equivalents owing to exchange gains/losses and valuation – 760 – 137

Cash and cash equivalents at the beginning of the period 22. 47,862 37,746

Cash and cash equivalents at the end of the period 22. 37,746 36,670

Consolidated cash fl ow statement of the GfK Group in accordance with ifrs in eur’000

for the period January 1 to December 31, 2008

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Note 2007 2008

Currency translation differences – 49,897 – 61,013

Changes in fair value of equity securities available-for-sale – 40 14

Changes in fair value of cash fl ow hedges (effective portion) 36. – 1,436 – 5,108

Valuation of net investment hedges for foreign subsidiaries 36. 10,042 – 3,233

Actuarial gains/losses on defi ned benefi t plans 26. 3,704 – 4,856

Total income and expense recognized directly in equity – 37,627 – 74,196

Consolidated total income 91,393 82,022

Total recognized income and expense 53,766 7,826

Attributable to:

Equity holders of the parent 45,894 – 1,142

Minority interests 7,872 8,968

Total recognized income and expense 53,766 7,826

Consolidated statement of recognized income and expense for the GfK Group in eur’000

for the period January 1 to December 31, 2008

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1. General information

GfK se is a listed company, a Societas Europaea with its registered

offi ce on Nordwestring 101, Nuremberg, Germany. With entry

under hr b 25014 in the commercial register of the district court

of Nuremberg, GfK se was established on February 2, 2009 as

a result of a transformation changing the legal form of GfK Aktien-

gesellschaft. GfK se and its subsidiaries (GfK Group) are among

the world’s leading market research companies. The GfK Group

provides information services for its clients in the consumer goods,

pharmaceuticals, retail and services industries and media, which

they use in marketing decision-making.

The consolidated fi nancial statements of GfK se include the company

itself and all consolidated subsidiaries. They have been prepared

in compliance with the International Financial Reporting Standards

(ifrs), as they must be applied within the European Union.

All International Financial Reporting Standards (ifrs) binding for

fi nancial year 2008 and the announcements of the International

Financial Reporting Interpretations Committee (ifric) have been

applied where they have been adopted by the European Union.

Additionally, the accounting principles set out in § 315a sub-section 1

of the German Commercial Code (hgb) have been considered when

preparing the consolidated fi nancial statements.

The consolidated fi nancial statements have been prepared in euros

and rounded up to the nearest thousand euros. All fi gures are

specifi ed in thousand euros, unless otherwise indicated.

The annual fi nancial statements of the parent company, GfK se,

have been prepared in accordance with hgb and published in the

online Federal Gazette (Bundesanzeiger) under hr b 25014.

Section 41 of these notes describes standards, interpretations and

amendments to ifrs that have been applied for the fi rst time or that

have been published but not yet applied.

2. Consolidation principles

The annual fi nancial statements of GfK se and all material subsidiaries

whose fi nancial and operating policies are controlled directly or

indirectly are included in the consolidated fi nancial statements of

GfK se. The fi nancial statements of all companies included in the

consolidated fi nancial statements have been prepared according to

uniform accounting principles.

Companies in which the GfK Group has a participation of no more

than 50%, but over which signifi cant infl uence can be exercised, are

generally accounted for at equity as associates. All other companies

in the GfK Group are reported at acquisition cost.

A list of shareholdings of GfK se is attached to these notes.

Capital consolidation is carried out in accordance with ifrs 3,

“Business Combinations”, on the basis of purchase accounting,

whereby the acquisition costs of the participation are charged

against the parent company’s pro rata share in the revalued equity

of the subsidiary at the acquisition date. Intangible assets acquired

in business combinations and identifi ed as part of purchase price

allocation are entered on the balance sheet at fair value.

Any difference arising on the assets side after this crediting and

purchase price allocation is reported under non-current assets as

goodwill.

All transactions and balances between the companies of the

GfK Group which are included in the consolidated fi nancial

statements are eliminated when preparing the consolidated

fi nancial statements. Differences arising from debt consolidation

are recorded in the income statement. Intercompany results

from asset movements are eliminated with impact on the income

statement if they are signifi cant.

Associates and joint ventures are included at equity (one-line

consolidation). They are stated for the fi rst time at the acquisition

date. First-time valuation is in line with full consolidation. Any

difference on the assets side arising from offsetting the carrying

amount of the participation against the pro rata equity capital at

initial valuation is included in the equity book value.

The consolidation on transition from equity valuation to full

consolidation takes place with no impact on the income statement

but is carried out separately for every part-acquisition. The

acquisition costs included in capital consolidation comprise the

equity net book value and the acquisition costs for the majority

acquisition.

Profi ts or losses from mergers arising from the merger of two

consolidated companies in the GfK Group are eliminated.

Mergers, therefore, have no impact on the income statement of

the GfK Group. Company mergers involving external minority

shareholders do not give rise to any change in the total minority

interests or the consolidated total income.

If further shares are acquired in already fully consolidated

companies, the purchase price of the additional acquisition is

credited with the proportionate additionally acquired equity

with no impact on the income statement. Any difference on the

assets side arising from the entry is shown as goodwill.

Shares in the equity of subsidiaries attributable to external

minority interests are shown separately under equity. Shares

in the subsidiaries’ results attributable to external minority

interests are shown as a separate item in the income statement.

3. Accounting policies

Currency translation

Transactions in foreign currencies are translated into the functional

currency of the reporting company at the exchange rate on the

date on which they were carried out. As of the balance sheet date,

monetary items are translated at the exchange rate on that date

and non-monetary items are valued at the historical rate on the

transaction date. Differences resulting from these conversions are,

in principle, reported with impact on the income statement.

The balance sheets of foreign subsidiaries not prepared in euros

as well as hidden reserves disclosed as part of purchase price

allocation and goodwill from acquisitions are translated into euros

in accordance with the functional currency concept, based on the

mean exchange rates on the reporting date. The annual average

Notes to the consolidated financial statements for 2008

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euro exchange rate, calculated as the mean of all month-end

exchange rates, is applied to the income statements of these

subsidiaries.

Differences arising from the translation of asset and liability items

at the exchange rate on the reporting date compared with the

translation on the prior reporting date, and differences arising from

translation of the annual result in the balance sheet (reporting date

rate) and the consolidated income statement (average rate) are

reported in equity without impact on the income statement.

Exchange rate differences arising from capital consolidation are

reported in income and expense recognized directly in equity.

The exchange rates against the euro of the key currencies for the

GfK Group are indicated in the table below.

Income statement

The income statement is prepared in accordance with the cost of

sales accounting method. Expenses are shown by function.

Sales

The method of recognizing sales is essentially determined according

to ias 18 and depends on the nature of the underlying transaction:

panel business involves surveying individuals, households

and companies and is characterized by the fact that the same

circumstances are analyzed at the same, regular intervals on the

basis of the same sample and always using the same methods.

For business involving panels, the GfK Group recognizes sales

pro rata temporis according to the progress of the project. Thus,

the sales for a project are distributed evenly over its duration.

Each month during the term of a contract, the same sales are

recognized in terms of amount.

ad hoc research business is systematic, empirical research used

as the basis of marketing decisions in all areas of the marketing

mix. This includes tests and surveys on product and pricing policy,

brand positioning and brand management relating to traditional

and modern forms of communication with consumers and users. It

is employed with the goal of optimizing distribution and enhancing

customer loyalty. Ad hoc research business is valued using the

per centage of completion method. Progress on the project is

determined as the ratio of the actual costs incurred to the overall

anticipated costs of the project. The estimate of total cost is

continuously checked during the life of the project. Changes in

the estimate of total cost fl ow into the calculation of recognizable

sales at the time at which they can be anticipated.

The costs to be included in this calculation comprise all direct

personnel expenses and other cost of sales as well as pro rata

indirect costs. Provisions are set up for expected losses on orders

in progress when they can be anticipated.

syndicated business analyzes markets and market players

without this being specifi cally commissioned by a client to whose

requirements the survey would be tailored. The completed survey

is marketed without customer-specifi c adjustments. Syndicated

surveys may be conducted once or on a recurring basis, without

fulfi lling the distinct and highly specifi c features of a panel. Various

market participants may be questioned in repeated surveys, or

the studies may be published at different intervals. In terms of

determining sales, syndicated business is treated like panel business

if it is comparable to panel business in nature because it involves

repeated surveys where the cost behavior pattern is relatively

evenly distributed over the term.

For other syndicated business, the method of recognizing sales

depends on the empirical estimate of the profi tability of the

respective survey:

If a profi t from the survey is probable, it is valued the same as an

ad hoc research contract.

If it is not yet suffi ciently certain that enough purchasers will be

found for a survey, sales are recognized corresponding to the

accumulated costs. If the value of the actual incoming orders is

below that of the costs incurred, recognizable sales are limited

to the value of incoming orders. As soon as it is certain that the

value of orders exceeds the costs, sales are recognized according

to the method used for ad hoc research contracts.

In all other business transactions, sales are only recognized

once the work has been completed and invoiced.

Cost of sales, selling and general administrative expenses

In addition to personnel expenses, services rendered and

scheduled depreciation/amortization of tangible and intangible

assets, the cost of sales, selling and general administrative

expenses comprise all other costs directly linked to the operational

activity of the GfK Group.

They also include personnel expenses from the stock option

program and the 5 Star long term incentive plan, as well as

scheduled write-downs on additional assets identifi ed on

acquisitions and impairments (unscheduled decreases in value)

of non-current assets.

Research and development costs

Research and development costs are basically recorded as expenses

at the time they are incurred and shown under cost of sales.

Development costs incurred within the GfK Group, particularly for

setting up new panels, are shown under other intangible assets if

the recognition criteria are met.

Internally generated intangible assets are only capitalized if they

have resulted from the development phase and not the research

phase and if further precisely defi ned preconditions have been

cumulatively fulfi lled. These include the technical viability of

project completion, the scheduled completion and use and the

usefulness to the company or saleability of the intangible asset.

Future economic benefi ts and the availability of the necessary

technical, fi nancial and other resources to complete the project

must also be reported. Reliable calculation of the costs associated

with the intangible asset during its development phase is also a

precondition for capitalization of internally generated intangible

assets.

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Main currencies

Euro mean rate on

balance sheet date

Euro average rate

during reporting period

Country

Unit of

currency 31.12.2007 31.12.2008 2007 2008

usa 1 USD 0.68 0.72 0.73 0.68

uk 1 GBP 1.36 1.03 1.45 1.25

Switzerland 100 CHF 60.41 67.59 60.77 63.37

Singapore 1 SGD 0.48 0.50 0.48 0.48

Japan 100 JPY 0.61 0.79 0.62 0.66

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Other operating income and expenses

Other operating income and expenses comprise income and

expenses relating to operations, of which the allocation to sales or

functional costs would not be appropriate. They include mainly

exchange rate gains and losses, profi t and loss from the disposal of

fi xed assets, impairments not attributable to functional costs and

recoverable value and expenses for legal disputes.

Operating income

Operating income in the GfK Group comprises gross income

from sales, less selling and general administrative expenses, and

net other income comprising other operating income and other

operating expenses.

Adjusted operating income

The indicator adjusted operating income is used internally to manage

the GfK Group’s business. It is derived from operating income. To

calculate adjusted operating income, the following expenses and

income items are excluded: expenses and income in connection with

reorganisation and business combinations, write-ups and write-downs

of additional assets identifi ed on acquisitions, personnel expenses

for share-based payments and long-term incentives and remaining

other operating income and expenses.

Income from associates

Income from associates comprises income and expenses resulting

from the valuation of pro rata shares in associates at equity.

Other income from participations

Other income from participations essentially comprises dividends

from non-consolidated affi liated companies and other participations

of the GfK Group, profi t and loss from the disposal of such com-

panies and income and expenses from profi t transfers with these

companies.

ebit

The performance indicator ebit (earnings before interest and taxes)

has been included as a sub-total in the income statement. ebit is

determined by adding income from associates and other income

from participations to operating income.

Other fi nancial income and expenses

Other fi nancial income and expenses comprise interest income and

expenses, income and expenses from the valuation of derivative

fi nancial instruments used to hedge against interest rate risks, trans-

action costs for loans from banks, expenses relating to write-offs of

lendings and other fi nancial income. Interest expenses also include

additional interest on previously discounted debt. Such additional

interest relates, for example, to future purchase price components

from acquisitions, which are stated on the liabilities side at fair

value. Profi t distributed to minority interests, which hold rights to

make delivery (put options or bonds), is also reported under interest

expenses.

Interest is recorded as income or expense at the time it is incurred.

Interest is deferred on the basis of the effective interest rate method.

At the GfK Group, interest expenses are not capitalized.

Income from ongoing business activity

The “income from ongoing activity” indicator has been included in

the income statement as a sub-total. Income from ongoing business

activity corresponds to consolidated total income before tax on

income.

Tax on income

Tax on income from ongoing business activity comprises current

and deferred taxes.

Current taxes are calculated by the companies within the GfK Group

according to valid tax law in their country of registration.

Deferred taxes are calculated according to the liability method

whereby deferred tax assets and liabilities are entered on the

balance sheet for temporary differences between the carrying

amounts attributed in the consolidated fi nancial statements and the

tax basis of the assets and liabilities. Any effects on deferred taxes

from changes in tax law are incorporated in the income statement

from the date on which the tax law is passed.

Deferred tax assets are only entered on the balance sheet if it is

probable that they can be recognized at a future date. This is

generally the case where the relevant company is suffi ciently

likely to achieve enough taxable profi t to use the tax benefi t.

If deferred tax assets already recorded are not expected to be

recognized within the foreseeable future as a result of new

information, carrying values are adjusted. Applying its discretionary

powers, the management assumes a maximum period of time for

the realization of deferred tax assets of seven years for subsidiaries

which are not making a loss, otherwise the period of time assumed

is shorter.

Tax on items recognized directly in equity is not included in the

income statement. In the year under review, no deferred taxes

arose in relation to currency differences from intra-Group loans in

foreign currency, which represent a net investment in the business

operations of subsidiaries and are recognized at equity. This is due

to the fact that there are no plans in place to realize temporary

differences in the foreseeable future.

Impairments

If an asset is impaired and is therefore depreciated, the cost of

impairment is included in the income statement.

The value of assets with an indefi nite life and intangible assets

under development is checked once a year by means of an

impairment test. An impairment test is also carried out if triggering

events occur, which may signifi cantly affect the value of the assets

concerned.

Impairments on intangible assets are applied if the recoverable

amount is below the amortized cost of acquisition or production.

The recoverable amount is defi ned as the higher of the two sums

of the fair value, less costs to sell or value in use of an asset

whose expected future cash fl ows at the GfK Group are based on a

minimum 3-year period and discounted on the basis of a discount

rate to be determined individually at market conditions. The growth

rate of the cash fl ows beyond the period of detailed planning is

usually taken into account by reducing the discount rate by one to

two percentage points.

Expenses arising from the decline in the value of brands is reported

in the income statement under other operating expenses while

impairments on surveys, panels, client bases, long-term contracts

and software are shown under functional costs.

Accounting policies

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GfK_107

Earnings per share

The earnings per share (eps) reported in the consolidated income

statement show the proportion of consolidated total income

attributable to equity holders of the parent, which relates to the

weighted average number of shares in the reporting period.

To calculate diluted earnings per share, the average number of

shares is adjusted by the options as yet not exercised which are

in the money as of the reporting date, as well as pro rata by any

options exercised during the fi nancial year under review.

Stock options for employees and executives of the

GfK Group

Up until 2005, selected executives of the GfK Group were entitled

to convert part of their variable remuneration into stock options in

GfK se. The option term is fi ve years; options cannot be exercised

until two years after issue.

The GfK Group applies ifrs 2 for stock options issued after

November 7, 2002. This remuneration, which is to be settled with

equity instruments, is valued at the fair value on the grant date.

The obligation is entered as expense in the income statement

whilst the counter entry is made under capital reserve.

5 Star Long Term Incentive Plan for employees and executives

of the GfK Group

Since fi nancial year 2006, selected executives of the GfK Group

have been entitled to convert part of their variable remuneration

into virtual GfK shares. Virtual shares entitle the holders to cash

payments at the end of the three-year performance period. GfK

grants a corresponding volume of additional performance shares.

The payment for the performance shares, which is also due at the

end of the performance period, depends on the achievement of two

performance targets, the total shareholder return (tsr) on GfK shares

compared with the tsr on shares of companies listed in the DJ Euro

Stoxx Media Index, and on the increase in operating profi t at the

GfK Group, which corresponds to adjusted operating income, over

a three-year period.

The amount payable at the end of the performance period is

accumulated as provisions. The amount of the provision is based

on an actuarial opinion.

Intangible assets

Goodwill

Goodwill arising from the capital consolidation of subsidiaries and

that transferred from subsidiaries’ fi nancial statements into the

consolidated fi nancial statements is reported by the GfK Group under

intangible assets.

In business combinations, goodwill represents the remaining

difference in assets after the costs of acquisition of the participation

are offset against the proportion of acquired revalued equity.

Goodwill from the acquisition of companies which do not report in

euros is recorded in the reporting currency of the acquired subsidiary.

The exchange rate at the time of fi rst consolidation is used to calculate

the goodwill at initial recognition. Subsequent measurements are

based on the mean rate as of the reporting date.

The GfK Group checks the recoverability of its cash generating units,

including goodwill, as part of an impairment test once a year or when

triggering events or changed circumstances arise. For this purpose,

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goodwill is allocated to four cash generating units corresponding

to the sectors, matching the internal Group control. The cash

generating units are therefore the sectors Custom Research, Retail

and Technology, Media and Other.

Recoverability of goodwill is indicated when the recoverable amount is

not less than the carrying amount of the cash generating unit.

The recoverable amount corresponds to the fair value less costs to sell

or the value in use if higher. The GfK Group calculates the fair value

less costs to sell as part of the impairment test, using the discounted

cash fl ow procedure based on anticipated future cash fl ow from the

relevant current fi ve-year plan. The growth in cash fl ow after the fi ve-

year period (perpetuity) is taken into account by reducing the discount

interest rate by 1.8 percentage points (2007: 2 percentage points).

Similar to the discount interest rate, this deduction from the growth

rate is derived from available external capital market data.

The discount rate is determined by carrying out a weighted average

capital costs calculation, taking into account the standard industry

capital structure and standard industry fi nancing costs. The resulting

discount rate is 7.91% to 8.11% (2007: between 8.11% and 8.30%),

depending on the cash generating unit. The discount rate takes into

account the respective equity and country risks as well as tax

advantages from the external fi nancing of the cash generating unit

concerned.

Other intangible assets

Where an intangible asset has been subject to impairment, there is a

maximum write-up to the amount recoverable if a higher amount is

recoverable at a later date. The carrying value after the write-up may

not exceed the carrying value which would have resulted had the

impairment not taken place in the past. The write-up is reported in the

income statement.

Internally generated intangible assets

At the GfK Group, internally generated intangible assets mainly

comprise software and panel set-up costs.

As a rule, software developed by companies in the GfK Group is

used internally for analyzing and processing marketing research

data. In some cases, it is destined for external users and was written

specifi cally to meet user requirements. Internal costs of software

development are capitalized under non-current assets if the criteria

according to ias 38 are met. Amortization commences on

completion of the software.

Panel set-up costs generally involve capitalized development costs

for setting up new panels or expanding existing panels. Capitalized

panel set-up costs include:

Spending on materials and services used in constructing panels

Wages and salaries and other employment expenses for staff

directly involved in setting up panels

Overheads necessarily incurred in panel set-up and which can

reasonably and regularly be allocated to this, based on cost

accounting.

Cost arising from the preparation and application phase and

maintenance costs for current panels cannot be capitalized. They

are included in expenses.

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Panel set-up costs are only subject to scheduled amortization

if they are directly incurred in conjunction with a specifi c,

fi xed-term current client order. As a rule, the amortization period

in such cases is based on the duration of the contract or the

useful life. In all other cases, the useful life of panels is indefi nite

and they are not subject to scheduled amortization. The value

of panels is checked at least once a year as part of an impairment

test.

Expenses for research activities are reported as expenses in the

period under review. Development costs, which did not result in

a capitalizable intangible asset, are also reported as expenses.

Miscellaneous intangible assets

Miscellaneous intangible assets include, in particular, software

acquired, surveys, customer relations and brands.

Miscellaneous intangible assets are entered in the balance sheet

at amortized cost and are subject to scheduled, straight line

amortization. This does not apply to customer relations and brands.

As a rule, the useful life of software and miscellaneous intangible

assets is three to ten years.

Customer relations are generally written down over a period of

ten to 30 years at an individually determined customer churn rate

of between 7.5% and 20.6%.

Brands are not subject to scheduled amortization and have an

indefi nite useful life. They are subject to an impairment test at least

once a year.

Interest on borrowing is not capitalized. Intangible assets with an

indefi nite useful life are subject to an impairment test at least once

a year.

Tangible assets

Tangible assets are valued at cost less cumulative depreciation.

Interest on borrowing is not capitalized. Cumulative depreciation

generally includes scheduled straight line depreciation up to the

balance sheet date and any impairments recorded. The depreciation

period corresponds to the useful life. Assets in the course of set-up

are not subject to scheduled depreciation.

The GfK Group normally applies the useful life periods shown in the

following table.

The item fi xtures and fi ttings also includes unfi nished technological

equipment.

Lease arrangements are entered on the balance sheet according

to ias 17, with either a fi nance or an operating lease depending on

the type of contract.

Finance leases are characterized by the fact that risks and rewards

of leased assets are generally transferred to the lessee. With a

fi nance lease, the leased item is capitalized by the lessee and a

corresponding leasing liability is recorded. The leasing liability

is equivalent to either the present value of the minimum lease

payments or the fair value of the leased asset at the start of the

lease arrangement if lower.

The capitalized leased asset is subject to scheduled straight line

depreciation. The depreciation period is the lease term or the

economic useful life whichever is shorter. Subject to fulfi llment of

the preconditions, an impairment is recorded.

The lease liability is amortized over the contractual period through

lease payments. Discounts are written up by applying a constant

interest rate to the remaining debt and recorded in interest expenses

within other fi nancial expenses.

With operating leases, the leased assets are entered on the balance

sheet of the lessor. The lessee records the regular payments as

rental expenses.

Financial instruments

Financial instruments are contracts which result in a fi nancial

asset with one company and a fi nancial liability or an equity

instrument with another. In the GfK Group, fi nancial instruments

are entered on the balance sheet as bought or sold on the trade

date, i.e. on the date on which the obligation to buy or sell a

fi nancial instrument was entered into.

In the case of fi xed-income fi nancial instruments, interest rate

changes may result in a change in fair value and in the case of

variable rate fi nancial instruments, in fl uctuations in interest

payments. In principle, short-term receivables and liabilities are

not subject to interest rate risks.

Financial assets and fi nancial liabilities are recorded if the

GfK Group is a contractual party in relation to a fi nancial

instrument.

Financial assets are taken off the books if the contractual rights

to payments arising from the fi nancial assets expire or if the

fi nancial assets are transferred with all material risks and

rewards. Financial liabilities are taken off the books if the

contractual obligations have been settled, extinguished or have

expired.

Borrowing costs are recorded as expenses in the period in which

they were incurred. With regard to the accounting policies

applied to fi nancial investments, management has stipulated at

its discretion as the competent body that fi nancial investments are

never classifi ed as held to maturity, but instead always available-

for-sale.

Primary fi nancial instruments

Primary fi nancial assets are initially valued at fair value, taking

into account directly attributable transaction costs. Primary

fi nancial liabilities are initially valued at fair value, which usually

corresponds to the amount recovered. Subsequent valuation is at

amortized cost on the basis of the effective interest rate method.

Accounting policies

Asset

Useful life

in years

Administration buildings 50

it equipment 3 to 5

Cars and other vehicles 5

Offi ce equipment 3 to 5

Offi ce furniture 10 to 13

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Loans granted, receivables and liabilities are valued at fair value

when they are added. This usually corresponds to the nominal

value of the liability or loan amount granted. Non-interest bearing

and low-interest long-term loans and receivables are recognized

at the present value. Subsequent valuation with impact on income

is at amortized cost and based on the effective interest rate method.

Liabilities are valued at amortized cost. This applies only where

receivables and liabilities do not relate to hedging transactions.

Shares in companies, which do not qualify as subsidiaries or

associated companies, are also shown as primary fi nancial

instruments at cost.

The GfK Group only reports trading securities under securities;

all other securities are reported under other fi nancial assets as

available-for-sale securities. The GfK Group does not hold any

securities as “held to maturity”.

Derivative fi nancial instruments, hedge accounting

The GfK Group concludes transactions throughout the world in

various currencies, which may involve currency risks. In addition,

short-term investments, investment in securities and borrowing

from banks take place in various currencies and can result in

risks due to changes in exchange rates, interest rates and market

prices.

More detailed information on currency and interest rate risks as

well as the goals, strategies and processes of the risk management

is provided in the risk report, which is part of the management

report.

The GfK Group uses currency forward transactions, combined

interest rate and currency swaps as well as interest rate swaps

to hedge against currency and interest rate risks. No derivative

fi nancial instruments are held for trading purposes.

Derivative fi nancial instruments are reported at cost as asset or

liability at the time of the transaction and subsequently valued at

fair value. The valuation of derivative fi nancial instruments is carried

out using standard market procedures based on instrument-specifi c

market parameters. Market prices are calculated on the basis of

present value and option price models. Where possible, the relevant

market prices and interest rates on the balance sheet date are used

as input parameters for these models.

Changes in the value of derivative fi nancial instruments used in

hedge accounting are recorded differently, depending on whether

the instrument is a fair value hedge, cash fl ow hedge or net

investment hedge.

If the derivative fi nancial instrument is used to hedge against the

risk of changes in the value of assets or liabilities, it represents a

fair value hedge. In this case, changes in the fair value of both the

hedged underlying item and the derivative fi nancial instrument are

taken to the income statement.

With changes in the fair value of cash fl ow hedges used to hedge

underlying transactions against risks from fl uctuations in future

payment fl ows, the effective portions of the fair value fl uctuations are

initially reported under income and expense recognized directly in

equity. If the effectiveness of a hedge is not in the range of 80% to

125%, the hedge is liquidated. The ineffective portions of hedges

are charged directly to the income statement.

Once the hedged transaction affects the income statement, the profi ts

and losses accumulated in the income and expense recognized

directly in equity must be released with impact on the income

statement.

Net investment hedges can be used to secure net investment in

foreign subsidiaries. This may, for example, involve a foreign

currency loan in the local currency of the acquired participation.

Any exchange gains or losses resulting from the cut-off date

valuation of the foreign currency loan relating to the effective

portion are recorded in income and expense recognized directly

in equity as is the case for cash fl ow hedges.

If the hedge is considered highly effective, the exchange gains and

losses from the hedging instrument are posted in the income and

expense recognized directly in equity. The release with impact on

the income statement of this item does not occur at the end of term

of the hedging instrument, but only upon sale or liquidation of the

hedged item.

The prerequisite for using any type of hedge accounting is that the

link between the hedged item and the hedging instrument must be

accurately documented. It must also be recorded how the hedging

instrument used effectively compensates the risk relating to the

hedged item highly effectively and which methods are used to

substantiate the effectiveness.

Generally, the part of the changes in value not covered by the

hedged item is taken to the income statement.

If the prerequisites for reporting an item as a hedging instrument

(hedge accounting) are not met as per the regulations in ias 39,

such instruments are recorded in the item “held for trading”. The

changes in value are immediately charged to the income state-

ment.

Fair values of forward currency transactions, combined interest rate

and currency swaps and interest rate swaps are determined on the

basis of market conditions as of the reporting date.

Receivables and other assets

Trade receivables include both billed and unbilled receivables.

Non-invoiced receivables can arise in the context of the valuation

of sales.

Receivables are stated at nominal value or, in the case of identifi able

specifi c risks, at the lower attributable value. These valuation

allowances take suffi cient account of the default risk. Group-wide

guidelines regulate hedging against the risk of non-payment.

Accordingly, a valuation allowance of 50% must be applied to

receivables that are six to nine months overdue. If receivables are

overdue by nine to twelve months, the valuation allowance amounts

to 75%. If receivables are more than twelve months overdue, or

the client company is in the process of being wound up, a valuation

allowance of 100% must be applied. Exceptions are possible,

subject to authorization by the relevant management.

A credit check of new clients should be obtained from a recognized

credit agency if the order volume exceeds 0.1% of the company’s

external sales. If no satisfactory data about the client is available,

two thirds of the order value is payable prior to delivery of the

relevant data. The credit rating of existing clients must also be

monitored on the basis of specifi ed rules. In addition, the credit

risk is minimized through issuing invoices for prepayments and

on-account payments.

Non-interest bearing or low-interest receivables with a time to

maturity of more than one year are discounted.

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Inventories

Inventories are valued at the lower of cost and net realizable value.

Due to their subordinated importance to the consolidated fi nancial

statements of the GfK Group, inventories are reported under other

current assets and deferred items.

Cash and cash equivalents

Cash and cash equivalents contain cash on hand and in banks as

well as liquid investments with a remaining term of less than three

months.

Equity

Capital reserve

The company’s equity which is not part of the subscribed capital

attributable to capital contributions of shareholders and which

does not result from generated income, is reported under the

capital reserve. Services that are linked to deposits for the

purposes of acquiring shares or granting privileges, as well as

other services aimed at strengthening equity, are also reported

under the capital reserve.

Retained earnings

Amounts created from income in the fi nancial year under review or

prior fi nancial years are reported as retained earnings. This includes

a statutory reserve to be created from income.

Income and expenses recognized directly in equity

Income and expenses recognized directly in equity include changes

in Group equity which have no impact on the income statement

and which do not involve deposits by shareholders or distributions

to shareholders.

These changes result from exchange rate differences, unrecognized

profi ts and losses from available-for-sale securities, from the

valuation of hedging transactions (cash fl ow and net investment

hedges) and actuarial gains and losses from provisions for

pensions.

Provisions

In principle, provisions are set up when an obligation to a third

party will probably result in an outfl ow of funds. In addition,

the level of the obligation needs to be estimated reliably. Long-

term provisions are discounted if they are interest-free or low-

interest.

Provisions for pensions are valued in accordance with the projected

unit credit method, in which future compensation increases are

taken into account. The amount shown on the balance sheet

represents the present value of the obligation, adjusted by the

unrecognized past-service costs after offsetting the fair value

of the plan assets. The discount rate is based on the interest rate

for prior-ranking fi xed-income corporate bonds.

Payments for defi ned contribution plans are stated as expenses

when they occur.

Actuarial gains and losses on defi ned benefi t plans are recorded in

income and expense recognized directly in equity in exercise of the

option in ias 19.

Financial liabilities

Financial liabilities include interest-bearing liabilities relating to

fi nancing, particularly loans from banks and other lenders,

liabilities under fi nance leases and other interest-bearing liabilities.

They are stated at the present value if they are interest-free or

low-interest. Further valuation is carried out at amortized cost

using the effective interest rate method.

The GfK Group reports rights to make delivery (put options or

bonds) held by minority shareholders as purchase price elements,

which depend on future events. The minority interests affected

by this are no longer reported as minority interests but are stated

under non-current or current liabilities. These fi nancial obligations

are valued at fair value.

Earnings distributed to minority interests and the interest added to

payment obligations are reported as interest expenses.

Trade payables and other liabilities

Trade payables and other liabilities are stated at repayment value.

Obligations under invoices outstanding are reported under trade

payables.

Interest-free or low-interest non-current liabilities are discounted

and stated at present value.

Liabilities are reported for the fi rst time at the date when the

obligation arises.

Liabilities on orders in progress

Liabilities on orders in progress comprise payments on account

and accrued amounts from the recognition of sales. Within this

item, sales are accrued which have arisen from contractually

agreed invoices for prepayments or payments on account, but

cannot yet be recognized as sales according to the above described

sales recognition methods.

Consolidated cash fl ow statement

The cash fl ow statement shows the changes to the balance sheet

item “cash and cash equivalents” resulting from cash fl ows from

operating activity, investing activity and fi nancing activity.

The cash fl ow from operating activity is derived indirectly from

changes to balance sheet entries. These are adjusted for the effects

of currency translation and changes in the scope of consolidation.

As a consequence, only a limited reconciliation is possible between

the changes in the balance sheet items according to the consolida-

ted cash fl ow statement and the arithmetical changes in the

consolidated fi nancial statements, the schedule of movements in

non-current assets and other information in the notes to the

fi nancial statements.

The internally used indicator “changes in working capital”

has been included in the consolidated cash fl ow statement.

This indicator comprises changes in trade receivables and

payables, liabilities on orders in progress, other assets, other debt

capital, securities and fi xed-term deposits as well as short-term

provisions.

Estimates

To a certain extent, estimates and assumptions cannot be avoided

in the consolidated fi nancial statements. They may affect assets and

liabilities as well as contingencies on the balance sheet date and

the income and expenses for the fi nancial year. These estimates

were made by the management, taking into account all known facts

Accounting policies

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to the best of their knowledge. Nevertheless, the actual amounts

may deviate from such estimates.

The business combination resulting from the acquisition of Beijing

Sino Market Research Co., Ltd. and China Market Monitor Co.,

Ltd., both with registered offi ce in Beijing, China, as of October 1

and 31, 2007 respectively was reported on the basis of provisional

values in the consolidated fi nancial statements as of December 31,

2007. The required adjustments to these preliminary fi gures were

made in 2008 within the 12-month period required under ifrs 3.

The following changes resulted in respect of the consolidated

fi nancial statements as of December 31, 2008: non-current intangible

assets from purchase price allocation (panel and customer relations)

increased by eur 2,078 thousand. Current assets also rose by

eur 345 thousand. Deferred tax liabilities climbed to eur 606

thousand. These changes resulted in a decrease in goodwill of

eur 1,817 thousand.

In connection with reporting on the business combination resulting

from the acquisition of Shopping Brasil Tecnologia da Informação

Ltda, Porto Alegre, Brazil, a material adjustment to assets and

liabilities may become necessary as a result of updated estimates

within one year from the date of fi rst-time consolidation, that is

April 1, 2009. Such an adjustment would have no impact on the

income statement. Intangible assets would possibly be affected as

well as the related deferred tax liabilities. The maximum adjustment

required will correspond to less than half a percent of consolidated

total assets.

The most important estimates regarding the future performance of

the GfK Group and its economic environment are described in the

outlook section of the management report.

4. Scope of consolidation and major acquisitions

Fully consolidated companies

As of December 31, 2008, the scope of consolidation in accordance

with ifrs included 10 (2007: 15) German and 126 (2007: 130)

foreign subsidiaries in addition to the parent company.

The table below shows the changes in fully consolidated subsidiaries

between January 1, 2008 and December 31, 2008.

In January 2008, 100% of the shares were acquired in GfK Blue

Moon Research and Planning Pty. Limited and GfK Blue Moon

Quantitative Research Pty. Limited, both with registered offi ce in

St Leonards, Australia, which have been consolidated for the fi rst

time. The activities of both companies are based in the Custom

Research sector. As early as December 2007, a holding company

was established for these companies, GfK Custom Research

Australia Holding Pty. Limited, Sydney, Australia, which has also

been fully consolidated since January 2008.

In March 2008, 100% of the shares were acquired in Bilesim

Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s.,

Istanbul, Turkey, which maintains activities in the Custom Research

sector and was consolidated for the fi rst time as of March 1, 2008.

As of April 1, 2008, GfK acquired 51% of the shares in Shopping

Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil, which

was consolidated for the fi rst time. The company’s activities are

based in the Retail and Technology sector.

As of July 1, 2008, the shareholding in Chart Track Limited,

London, uk, was increased from 9% to 55%. The company, whose

activities relate to the Retail and Technology sector, has been fully

consolidated since this date.

As of August 1, 2008, 100% of the shares were acquired in

The Arbor Strategy Group, Inc, Ann Arbor, Michigan, usa, which

is part of the Custom Research sector. The company has been

consolidated for the fi rst time.

The total purchase price for the acquisitions mentioned here was

eur 27,249 thousand over the reporting period. This fi gure

comprises eur 19,615 thousand covered by liquid funds including

incidental acquisition costs. The remaining purchase price is

not yet due; this relates to obligations regarding future purchase

price adjustments and put options of minority interests amounting

to eur 7,634 thousand. These acquisitions produced goodwill of

eur 19,759 thousand relating to the Retail and Technology and

Custom Research sectors. Goodwill represents mainly the expertise

of the employees of these companies, which cannot be capitalized

separately as such.

Previously unreported intangible assets and liabilities and the

relevant deferred taxes totaling eur 6,814 thousand as of the

balance sheet date, which related primarily to client relationships,

were disclosed as part of the acquisition procedures outlined.

The assets and liabilities, which were adopted during the

acquisition of these consolidated companies, are shown in the

following table.

The cumulative income from these companies for the period

during which they belonged to the GfK Group totaled eur 1,253

thousand. In 2008, the companies made a contribution to the

GfK Group’s consolidated total sales amounting to eur 13,792

thousand.

As of January 1, 2008, GfK Trustmark ag, Zollikon, Switzerland,

was fully consolidated for the fi rst time. The company, which

belongs to the Custom Research sector, was not previously

included in the consolidated fi nancial statements due to its

subordinated role.

GfK latinoamerica holding, s.l., Valencia, Spain, with activities

in the Retail and Technology sector, and its subsidiaries,

GfK Marketing Service Chile Limitada, Santiago, Chile, and

GfK marketing services ltda., São Paulo, Brazil, both with

activities in the same sector, and all not previously included in

the consolidated fi nancial statements due to their subordinated

role, were fully consolidated for the fi rst time as of January 1, 2008.

GfK uk Entertainments Ltd., London, uk, has activities in the

same sector. The company was established in April 2008 and

consolidated for the fi rst time.

As of January 1, 2008, GfK Martin Hamblin Inc., Hartford,

Connecticut, usa, was deconsolidated. This company no longer

conducts operational activities and is of minor importance to the

consolidated fi nancial statements of the GfK Group. Furthermore,

Strategic Marketing Asia, Ltd., Bala Cynwyd, Pennsylvania, usa, was

deconsolidated as of January 1, 2008 and subsequently wound up.

Fully consolidated

subsidiaries

(Number) 01.01.2008 Additions Disposals 31.12.2008

Germany 15 0 – 5 10

Abroad 130 12 – 16 126

Total 145 12 – 21 136

Prior to the

merger

As of the

acqui sition date

Non-current assets 1,214 11,562

Current assets 2,656 2,656

Cash and cash equivalents 1,319 1,319

Liabilities and provisions 3,721 7,255

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GfK cee Finance GmbH was merged with GfK Aktiengesellschaft as of

January 1, 2008. Both companies are based in Nuremberg, Germany.

Following the merger on January 1, 2008, of the general partner of

GfK Marketing Services GmbH & Co. kg, GfK Marketing Services

Verwaltungs-GmbH, which is not consolidated, with the limited

partner, GfK Non-Food Tracking Holding GmbH, GfK Marketing

Services GmbH & Co. kg was absorbed by GfK Non-Food Tracking

Holding GmbH, which subsequently changed its name to GfK Retail

and Technology GmbH. All three companies have their registered

offi ces in Nuremberg, Germany.

As of January 1, 2008, GfK u.s. Equity GmbH, GfK us Custom

Research Holding GmbH and GfK u.s. Automotive Holding GmbH,

all with registered offi ces in Nuremberg, Germany, were merged

with GfK North America Holding GmbH, Nuremberg, Germany.

GfK Custom Research Inc., Minneapolis, Minnesota, usa, was

merged as of January 1, 2008 with GfK Custom Research (the

former GfK nop), llc, New York, New York, usa.

In 2008, four companies were merged with Institut de Sondages

Lavialle (isl) s.a., Issy les Moulineaux, France: as of January 1,

Financière isl Société Anonyme, Issy les Moulineaux, France, as

of April 1, Satisteme sa, Paris, France, as of July 1, Institut de

Recherche d’Informations statistiques (irdis) sarl, Montigny le

Bretonneux, France, and as of December 31, audimedia sarl,

Issy les Moulineaux, France.

The shareholdings in GfK Animal Healthcare Limited, West Byfl eet/

Surrey, uk, and m2a s.a., Saint Aubin, France, both with activities

in the Custom Research sector, were exchanged for a minority

interest in the DmrKynetec Group Limited, St Peter Port, Guernsey,

uk, as of July 1, 2008.

As of July 1, 2008, Modata ag, Hergiswil, Switzerland, Liechti ag,

Kriegstetten, Switzerland, and Telecontrol ag, Hergiswil, Switzer-

land, were merged with Eiphos Holding ag, Hergiswil, Switzerland,

which changed its name to GfK Telecontrol ag.

As of September 1, 2008, GfK consumer and business information

italy S.p.A., GfK Panel Services Italia S.p.A. and Risposta Srl were

merged with GfK Eurisko S.r.l. All four companies are based in Milan,

Italy.

Intomart GfK Belgium n.v., Brussels, Belgium was wound up as of

December 9, 2008.

Companies of minor importance

The GfK Group did not include 53 (2007: 52) companies in the

consolidated fi nancial statements during the reporting year,

because they were of minor signifi cance for the net assets, fi nancial

position and income of the Group.

External sales, total assets and annual income from these compa-

nies together totaled between 0.75% and 1.9% of the correspon-

ding fi gures in the consolidated fi nancial statements.

Associated companies

The consolidated fi nancial statements as of December 31, 2008

report on participations in two (2007: two) associated companies in

Germany and 17 (2007: 17) abroad.

As of July 1, 2008, a 26% stake was acquired in the DmrKynetec

Group Limited, St Peter Port, Guernsey, uk, in return for inclusion

of the subsidiaries GfK Animal Healthcare Limited, West Byfl eet/

Surrey, uk, and m2a s.a., Saint Aubin, France.

Brand Index vof, Hilversum, Netherlands was wound up as of

January 1, 2008.

Other participations

The number of other participations amounts to four (2007: fi ve).

In April 2008, a shareholding of 7.8% was acquired in Qosmos sa,

Amiens, France.

The 10% shareholding in Mars Immo sas, Suresnes, France was sold.

Following the acquisition of additional shares in Chart Track Limited,

London, uk, this company has been reclassifi ed and is now an affi liated

company.

5. Sales

Sales are broken down according to type as shown in the table

below.

The breakdown of sales according to sector and region is shown

under section 37 Segment reporting.

6. Cost of sales

The breakdown of cost of sales is shown in the table below.

7. Selling and general administrative expenses

The breakdown of selling and general administrative expenses is

shown in the table below.

8. Other operating income

Other operating income of eur 54,296 thousand (2007: eur 25,813

thousand) contains exchange gains of eur 36,145 thousand (2007:

eur 11,006 thousand). Like the exchange losses of eur 33,360

thousand (2007: eur 9,386 thousand) included in other operating

expenses, these exchange gains also relate mainly to foreign

currency transactions of Group companies in the uk, Germany

and Russia.

Notes to the consolidated income statement

2007 2008

Sales in respect of third parties, billed 1,134,079 1,194,790

Sales in respect of third parties, unbilled 21,857 20,584

Sales in respect of related parties and groups 1,220 2,428

Sales in respect of related Group companies 4,899 2,631

Sales 1,162,055 1,220,433

2007 2008

Personnel expenses 345,910 372,338

Depreciation and amortization 43,827 49,372

Other cost of sales 377,039 404,084

Cost of sales relating to Group companies 7,743 7,233

Cost of sales (before research and

development costs) 774,519 833,027

Research and development costs 6,874 7,623

Cost of sales (including research and

development costs) 781,393 840,650

2007 2008

Personnel expenses 118,111 120,459

Depreciation and amortization 12,823 7,415

Other selling and general administrative expenses 119,450 120,586

Selling and administrative expenses relating to

Group companies 1,650 457

Selling and general administrative expenses 252,034 248,917

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In connection with the originally planned merger with Taylor Nelson

Sofres plc, London, uk, which did not go ahead, agreements were

concluded that would result in compensation payments in the

event of the merger not being completed. This resulted in other

income amounting to eur 13,416 thousand.

In 2005, GfK se acquired nop World from its former British parent

company, ubm. Following the acquisition, the seller asserted

claims, which GfK did not consider justifi ed. At the beginning of

2008, a settlement was achieved out of court in this respect. As

a result of the reduction in the liability amount reported in this

connection as of December 31, 2007, other operating income of

eur 2,260 thousand (2007: eur 10,205 thousand) is stated.

The remaining other income mainly comprises reversals of im-

pairments and income from earlier reporting periods.

9. Other operating expenses

Other operating expenses include the items shown in the table

below.

Miscellaneous other operating expenses mainly consist of charges

passed on, expenses from deconsolidation, expenses relating to

recovery claims, maintenance expenses and other expenses due to

authorities and insurance companies. In fi nancial year 2008, these

also included expenses for the transformation changing the legal

form of GfK Aktiengesellschaft to a Societas Europaea, as well as

expenses in connection with a construction project which was not

subsequently implemented.

10. Personnel expenses

The expense items in the income statement include the personnel

expenses listed in the table below.

11. Adjusted operating income

Adjusted operating income is the internal management indicator

for the GfK Group and is explained in detail in the management

report. It is derived as follows:

Expenses and income in connection with reorganisation and

business combinations

Expenses and income in connection with reorganisation and business

combinations comprise expenses of eur 11,006 thousand arising in

connection with the planned merger with Taylor Nelson Sofres plc,

London, uk, which was not implemented. These were compensated

by the income from the break fee of eur 13,416 thousand. In addition,

the item includes expenses for the transformation changing the

legal form of GfK Aktiengesellschaft to GfK se amounting to eur

1,244 thousand and expenses in connection with the biss fi tness

and effi ciency program of eur 5,805 thousand. The biss expenses

primarily include costs of external consultancy and training services,

severance pay and expenses from combining business premises.

Write-ups and write-downs on additional assets identifi ed on

acquisitions

The composition of write-ups and write-downs on additional assets

identifi ed on acquisitions and the allocation to items in the income

statement are shown in the table below.

Further details are provided in section 16, in the sub-section

“amortization and impairments on intangible assets”.

Personnel expenses for share-based payments and

long-term incentives

Personnel expenses shown here include tranche 7 of the stock

option program for GfK Group managers amounting to eur 334

thousand (2007: eur 1,312 thousand). The total value of each

tranche is notifi ed two years to the day after the options are issued,

which corresponds to the period between issue and the date on

which options can be exercised for the fi rst time.

The item also includes income relating to the 5 Star Long Term

Incentive Plan for GfK Group employees and managers of

eur 1,403 thousand (2007: expenses of eur 365 thousand).

This is the amount released from the relevant provisions in

addition to the premium waiver of the employees included for

2008, which is based on calculations by an expert. Details are

provided in the section entitled “accounting policies”.

The table below shows the number, term and value of virtual shares

and virtual performance shares issued as part of the 5 Star Long

Term Incentive Plan.

2007 2008

Current amortization

Cost of sales 14,769 14,767

Impairments

Cost of sales 6,175 8,136

Selling and general administrative expenses 6,894 1,116

Other operating expenses 3,136 1,308

Reversal of impairments

Cost of sales – 522 0

Other operating income – 369 – 1,201

Write-ups and write-downs on additional assets

identifi ed on acquisitions 30,083 24,126

2007 2008

Exchange losses 9,386 33,360

Costs in connection with the planned merger with

Taylor Nelson Sofres plc, London, uk 0 11,006

Non-operating depreciation/amortization 3,223 3,835

Miscellaneous 5,455 8,053

Other operating expenses 18,064 56,254

2007 2008

Wages and salaries 391,392 415,505

Social security contributions and expenses

for pensions 73,783 78,756

Personnel expenses 465,175 494,261

2007 2008

Operating income 136,377 128,908

Expenses and income in connection with

reorganisation and business combinations 0 4,639

Write-ups and write-downs of additional assets

identifi ed on acquisitions 30,083 24,126

Personnel expenses for share-based payment and

long-term incentives 1,677 – 1,069

Remaining other operating income – 25,444 – 39,679

Remaining other operating expenses 14,928 41,822

Adjusted operating income 157,621 158,747

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12. Other financial income

Other fi nancial income amounting to eur 16,010 thousand

(2007: eur 7,901 thousand) mainly comprises income from

derivative fi nancial instruments (eur 13,682 thousand;

2007: eur 6,019 thousand) as well as interest on bank credit

balances of eur 997 thousand (2007: eur 1,371 thousand).

13. Other financial expenses

Other fi nancial expenses break down as shown in the table below:

Other interest expenses comprise eur 6,550 thousand (2007: 259

thousand) in expenses from derivative fi nancial instruments and

eur 3,912 thousand (2007: eur 3,711 thousand) in interest expenses

on future purchase price liabilities (put options or bonds) for the

acquisitions of shareholdings. Further information about the use of

derivative fi nancial instruments is provided in section 36.

14. Tax on income from ongoing business activity

The main elements of the Group’s tax on income are shown in the

table below.

The balance sheet for 2008 recorded a deferred tax asset

due to non-utilized tax losses totaling eur 4,880 thousand

(2007: eur 10,879 thousand). In addition, there was a deferred

tax asset from interest carried forward and tax credits amounting

to eur 8,885 thousand (2007: eur 8,304 thousand).

The tax rate used to calculate deferred taxes for GfK se and its

German subsidiaries that form part of a tax group (“Organschaft”)

comprises corporation tax of 15% plus the solidarity surcharge of

5.5% on the corporation tax debt paid as well as the effective trade

tax rate of 15.645%. This results in a tax rate of 31.470% as of

December 31, 2008.

The deferred taxes of the remaining German companies are

calculated according to the relevant municipal factor of the trade

tax rate. The deferred taxes of the companies outside Germany are

calculated according to the respective country-specifi c tax rates.

The table below contains a reconciliation of the anticipated income

tax expense on the income tax expense stated in fi nancial year

2008. To calculate the anticipated tax expense, the tax rate of

the parent company, GfK se, valid during the reporting year of

31.470% (2007: 39.824%) is multiplied by the pre-tax result.

The following income tax receivables and liabilities have been

recorded in the balance sheet:

Long-term income tax assets are reported under the balance sheet

item “Other non-current assets and deferred items”.

Notes to the consolidated income statement

2007 2008

Total tax rate 39.824% 31.470%

Expected tax expense 46,617 35,567

Increase/reduction in income tax debt resulting

from:

Subsequent tax payments and/or

reimbursements for previous years – 5,834 – 8,741

Other tax-exempt income – 7,652 – 5,762

Differences in tax rates – 9,715 – 3,047

Change in permanent differences – 9 – 2,793

Income from participations valued at equity,

not eligible for tax – 58 – 6

Deviating tax base 4,042 1,538

Non-deductible expenses 1,547 2,130

Adjustment of deferred tax due to changes

in tax rates – 3,995 2,458

Consolidation of taxable income from

participations 1,308 2,967

Change in temporary differences not recognized

as deferred tax assets, loss carried forward,

interest carried forward and tax credits 675 6,274

Other – 1,262 412

Tax expense reported 25,664 30,997

2007 2008

Interest and similar expenses due to banks 22,334 20,241

Other interest expenses 6,559 12,173

Interest expenses 28,893 32,414

Miscellaneous other fi nancial expenses 1,377 3,393

Other fi nancial expenses 30,270 35,807

Tranche 1 2 3

Year issued 2006 2007 2008

Year of payment 2009 2010 2011

Number of virtual shares issued (qty.) 59,633 54,416 87,428

Number of virtual performance shares issued

(qty.) 59,633 54,416 87,428

Fair value of a virtual share at the time of issue

in eur 30.11 25.71 16.74

Fair value of a virtual performance share at the time

of issue in eur 16.43 9.68 8.71

2007 2008

Current tax expenses/income

Taxes on income from other periods – 4,360 – 4,896

Tax income resulting from tax losses not previously

utilized – 601 0

Other actual taxes on income 37,035 33,523

Current tax expenses 32,074 28,627

Deferred tax expenses/income

from the formation or conversion of temporary

differences 2,2381) 3,561

from changes in the tax rate/new taxes – 2,281 2,458

based on previously non-utilized tax losses and

interest carried forward/tax credits – 184 – 1,450

based on new tax losses recognized and interest

carried forward/tax credits – 3,172 – 1,382

from the utilization of loss carried forward and

interest carried forward/tax credits 7,268 7,041

from write-ups and write-downs on additional assets

identifi ed on acquisitions – 11,417 – 10,016

Other deferred tax expenses 1,1381) 2,158

Deferred tax expenses/income – 6,410 2,370

Taxes on income from ongoing business activity 25,664 30,997

1) Figures for prior year adjusted for partially inappropriate allocation.

31.12.2007 31.12.2008

Long-term income tax assets 1,054 3,787

Short-term income tax assets 16,225 17,069

Total income tax receivables 17,279 20,856

Long-term income tax liabilities 223 0

Short-term income tax liabilities 25,862 28,448

Total income tax liabilities 26,085 28,448

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The deferred taxes result from the balance sheet items shown in the

following table.

Deferred taxes are reported in the balance sheet as shown in the

following table.

Taxes on items posted directly to equity amounted to eur 6,044

thousand (2007: eur –3,680 thousand).

As of December 31, 2008, the Group had domestic tax loss

carryforwards amounting to eur 108 thousand (2007: eur 5,146

thousand), which can be utilized for corporation tax and trade tax

purposes. In addition, there are foreign tax loss carryforwards

totaling eur 36,895 thousand (2007: eur 33,308 thousand).

The domestic loss carryforwards can be carried forward without

restriction in terms of time and amount. Of the foreign loss

carryforwards, the amount of eur 8,334 thousand may be carried

forward without limit or for a period of more than 15 years, and

the amount of eur 22,575 thousand is available for carryforward

until 2018. eur 5,986 thousand can be carried forward until 2013.

The estimate of their future realizability governs the recognition

and valuation of deferred tax assets. This is dependent on the

generation of future taxable profi ts during accounting periods in

which tax valuation differences are reversed and tax loss carry-

forwards can be applied.

In view of expected future performance, it is assumed probable that

the relevant benefi ts of the recognized deferred tax assets will be

realized according to the provisions of ifrs. For companies which

reported deferred tax receivables for tax loss carryforwards and

which were in a loss-making situation in the year under review or

the previous year, deferred tax assets of eur 793 thousand are

stated, since there is suffi cient assumption of future profi ts.

The items for which no deferred tax assets have been stated are

shown in the table below.

Of the tax losses not recognized as deferred tax assets, an amount

of eur 2,642 thousand lapses within the next fi ve years. eur 11,627

thousand will lapse within the next six to ten years. The remaining

eur 6,879 thousand will lapse after more than 15 years or include

amounts with no time limit on their use. Of the taxable interest carried

forward/tax credits, eur 374 thousand will lapse within the next six

to ten years. The remaining eur 8,008 thousand are amounts with

no time limit on their use. These relate to interest expenses incurred

in Germany in 2008, which are not tax-deductible following the

introduction of the regulations on the interest limit by implementation

of the Corporation Tax Reform Act of 2008.

The GfK Group reports deferred taxes on retained profi ts from

foreign subsidiaries where these profi ts are distributable and are to

be distributed in the foreseeable future.

Pay-outs to shareholders of GfK se do not result in income tax

consequences at GfK se level.

15. Earnings per share

Earnings per share are derived as shown below:

The average number of shares is diluted by 20,148 shares from

options issued, not yet exercised and options under tranches 4 to 7

exercised in the fi nancial year under review, which are in the

money as of the reporting date. This does not result in a dilution

effect in respect of the earnings per share. Additional information

about the stock option program is provided in section 25 of these

Notes. Business events involving potential ordinary shares did not

arise after the balance sheet date.

31.12.2007 31.12.2008

Temporary differences 4 41

Tax losses carried forward 6,259 21,148

Interest carried forward/tax credits 2,970 8,382

Total 9,233 29,571

31.12.2007 31.12.2008

Goodwill 7,235 7,615

Other intangible assets 4,487 4,612

Tangible assets 1,952 3,339

Investments in affi liates 5,625 5,336

Investments in associates and other participations 77 94

Other fi nancial assets 22,816 5,065

Other non-current assets and deferred

items 832 4,916

Non-current assets 43,024 30,977

Receivibles and other current assets 614 480

Securities and fi xed-term deposits, cash and cash

equivalents 21 1

Current assets 635 481

Long-term provisions 6,660 7,533

Other long-term liabilities and deferred items 2,969 4,337

Non-current liabilities 9,629 11,870

Short-term provisions 897 1,120

Other short-term liabilities and deferred items 18,705 10,600

Current liabilities 19,602 11,720

Tax losses forward and interest carried forward/

tax credits 19,183 13,765

Deferred tax assets 92,073 68,813

Goodwill – 11,624 – 17,068

Other intangible assets – 59,311 – 60,575

Tangible assets – 7,325 – 9,851

Investments in affi liates – 1,304 – 1,711

Investments in associates and other participations – 144 – 202

Other fi nancial assets – 205 0

Other non-current assets and deferred

items – 119 – 223

Non-current assets – 80,032 – 89,630

Receivibles and other current assets – 22,249 – 14,443

Securities and fi xed-term deposits, cash and cash

equivalents 0 – 51

Current assets – 22,249 – 14,494

Long-term provisions – 633 – 335

Other long-term liabilities and deferred items – 13,691 – 4,579

Non-current liabilities – 14,324 – 4,914

Short-term provisions – 390 – 918

Other short-term liabilities and deferred items – 3,203 – 2,241

Current liabilities – 3,593 – 3,159

Deferred tax liabilities – 120,198 – 112,197

Net deferred tax liabilities – 28,125 – 43,384

31.12.2007 31.12.2008

Deferred tax assets 44,255 30,048

Deferred tax liabilities – 72,380 – 73,432

Net deferred tax liabilities – 28,125 – 43,384

2007 2008

Consolidated total income attributable to equity

holders of the parent 83,230 73,161

Weighted average of shares outstanding (no.)

– non-diluted – 35,682,085 35,884,308

Weighted average of shares outstanding (no.)

– diluted – 35,903,757 35,904,456

Earnings per share in eur 2.33 2.04

Earnings per share (diluted) in eur 2.32 2.04

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16. Intangible assets

The movement in intangible assets is shown in the table below.

Intangible assets of major importance

The sum total of all intangible assets of major importance is shown

in the table below. These fi gures relates to intangible assets with

an individual value of more than eur 5 million.

The major portion of goodwill relates to the former nop World

companies. Goodwill and brands have an indefi nite useful life and

are not subject to scheduled amortization.

Software relates to the internally developed StarTrack analysis and

production system in the Retail and Technology sector with a

remaining useful life of fi ve years as well as the Evogenius software,

which is still being developed for the Media sector and has a useful

life of ten years.

The surveys and brands stem primarily from the purchase price

allocation as part of the acquisition of the former nop World.

The useful life for the surveys is ten years. The customer relations

with an initial useful life of 19 years resulted from the purchase

price allocation as part of the acquisition of GfK arbor, llc, Media,

Pennsylvania, usa.

Amortization and impairments on intangible assets

Amortization and impairments charged on intangible assets are

included in the income statement under the items shown in the

following table.

An impairment test is carried out at least once a year to determine

whether and to what extent existing goodwill is to be impaired. No

impairment adjustment was required as a result of the impairment

tests for 2007 and 2008. There were therefore no impairment

expenses for either fi nancial year.

The recoverability of panel set-up costs and brands with an indefi nite

useful life was also reviewed as part of an impairment test.

The impairment expenses totaled eur 13,003 thousand (2007: eur

16,327 thousand). eur 1,308 thousand relate to impairment losses

on brands and eur 316 thousand to impairment on panels. Impair-

ments on surveys amounting to eur 7,128 thousand, on software of

eur 2,576 thousand, on customer relations of eur 1,116 thousand

and on long-term contracts of eur 559 thousand are also included.

The impairment adjustments were identifi ed in the impairment test,

which was based on updated capital market data and adjusted

business planning.

Notes to the consolidated balance sheet

31.12.2007 31.12.2008

Goodwill 696,813 660,829

Software 21,614 25,170

Surveys 48,698 37,924

Customer relations 14,626 7,183

Brands 26,014 25,424

2007 2008

Cost of sales 29,244 33,403

Selling and general administrative expenses 7,915 2,272

Other operating expenses 3,157 3,608

Total 40,316 39,283

Acquisition and

manufacturing costs Goodwill

Internally

generated

intangible

assets

Miscel-

laneous

intangible

assets

Total:

intangible

assets

As of

January 1, 2007 805,242 41,090 274,692 1,121,024

Exchange rate changes – 46,844 – 518 – 16,526 – 63,888

Change in scope of

consolidation 33,037 497 8,438 41,972

Additions 1,066 17,491 6,919 25,476

Disposals – 7,642 – 239 – 14,735 – 22,616

Reclassifi cations 0 0 – 261 – 261

As of

December 31, 2007 784,859 58,321 258,527 1,101,707

As of

January 1, 2008 784,859 58,321 258,527 1,101,707

Exchange rate changes – 44,168 975 1,859 – 41,334

Change in scope of

consolidation 32,884 498 16,128 49,510

Additions 495 15,355 7,860 23,710

Disposals – 81 – 108 – 1,710 – 1,899

Reclassifi cations 0 189 – 159 30

As of

December 31, 2008 773,989 75,230 282,505 1,131,724

Cumulative

amortization

As of

January 1, 2007 40,587 7,825 95,029 143,441

Exchange rate changes – 420 – 46 – 4,873 – 5,339

Change in scope of

consolidation 0 104 3 107

Additions 0 3,310 20,679 23,989

Disposals – 1,000 – 174 – 12,883 – 14,057

Impairments 0 35 16,292 16,327

Reversal of impairment 0 0 – 891 – 891

Reclassifi cations 0 0 – 145 – 145

As of

December 31, 2007 39,167 11,054 113,211 163,432

As of

January 1, 2008 39,167 11,054 113,211 163,432

Exchange rate changes – 1,915 343 3,045 1,473

Change in scope of

consolidation 271 115 16 402

Additions 0 5,593 20,687 26,280

Disposals 0 – 108 – 2,076 – 2,184

Impairments 0 2,443 10,560 13,003

Reversal of impairment 0 0 – 1,201 – 1,201

Reclassifi cations 0 0 17 17

As of

December 31, 2008 37,523 19,440 144,259 201,222

Carrying values

As of

January 1, 2007 764,655 33,265 179,663 977,583

As of

December 31, 2007 745,692 47,267 145,316 938,275

As of

January 1, 2008 745,692 47,267 145,316 938,275

As of

December 31, 2008 736,466 55,790 138,246 930,502

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Goodwill

The allocation of goodwill to the cash generating units is shown in

the following table.

The decrease in goodwill of eur 9,226 thousand resulted from a

rise of eur 32,613 thousand from changes in the scope of consoli-

dation, an exchange rate driven reduction of eur 42,253 thousand

as well as additions and disposals of eur 414 thousand.

Internally generated intangible assets

Internally generated intangible assets primarily comprise

internally developed software totaling eur 40,016 thousand

(2007: eur 30,403 thousand) as well as panel set-up costs of

eur 13,695 thousand (2007: eur 11,762 thousand).

Panel set-up costs only have a limited useful life if the panel was

created for a specifi c, fi xed-term client order. Capitalized panel

set-up costs amounting to eur 9,525 thousand (2007: eur 9,318

thousand) have an indefi nite useful life.

The allocation of panel set-up costs to the sectors is shown in

the table below.

Miscellaneous intangible assets

The breakdown of miscellaneous intangible assets is shown in the

table below.

Brands, which have been identifi ed and capitalized as part of the

purchase price allocation, have an indefi nite useful life. They are

established brands with a high degree of brand recognition.

The allocation of brands to the sectors is shown in the table

below.

17. Tangible assets

The movement in tangible assets is shown in the table below.

Acquisition and

manufacturing costs

Land and

buildings

Fixtures

and fi ttings

Total:

Tangible

assets

As of January 1, 2007 48,990 203,235 252,225

Exchange rate changes – 341 – 4,040 – 4,381

Change in scope of

consolidations 0 839 839

Additions 917 24,238 25,155

Disposals – 826 – 7,593 – 8,419

Reclassifi cations 50 211 261

As of December 31, 2007 48,790 216,890 265,680

As of January 1, 2008 48,790 216,890 265,680

Exchange rate changes 1,510 – 5,696 – 4,186

Change in scope of

consolidations 35 1,388 1,423

Additions 388 34,269 34,657

Disposals – 302 – 10,560 – 10,862

Reclassifi cations – 35 5 – 30

As of December 31, 2008 50,386 236,296 286,682

Cumulative depreciation

As of January 1, 2007 17,378 154,982 172,360

Exchange rate changes – 117 – 2,686 – 2,803

Change in scope of

consolidations 0 402 402

Additions 1,248 18,940 20,188

Disposals – 168 – 6,683 – 6,851

Impairments 0 66 66

Reversal of impairment 0 0 0

Reclassifi cations 0 145 145

As of December 31, 2007 18,341 165,166 183,507

As of January 1, 2008 18,341 165,166 183,507

Exchange rate changes 600 – 3,770 – 3,170

Change in scope of

consolidations 0 963 963

Additions 1,274 20,510 21,784

Disposals – 3 – 10,103 – 10,106

Impairments 0 225 225

Reversal of impairment 0 0 0

Reclassifi cations 0 – 17 – 17

As of December 31, 2008 20,212 172,974 193,186

Carrying values

As of January 1, 2007 31,612 48,253 79,865

As of December 31, 2007 30,449 51,724 82,173

As of January 1, 2008 30,449 51,724 82,173

As of December 31, 2008 30,174 63,322 93,496

31.12.2007 31.12.2008

Custom Research 486,262 476,929

Retail and Technology 112,928 125,124

Media 146,502 134,413

Goodwill 745,692 736,466

31.12.2007 31.12.2008

Disclosed hidden reserves from purchase

price allocation:

Surveys 53,941 40,794

Customer relations 32,093 36,520

Brands 32,704 32,155

Panels 5,259 7,225

Contracts 1,456 400

Order book 518 364

Software 14,026 16,056

Panels 351 404

Sundry intangible assets 4,968 4,328

Miscellaneous intangible assets 145,316 138,246

31.12.2007 31.12.2008

Custom Research 20,851 19,882

Retail and Technology 140 64

Media 11,713 12,209

Brands 32,704 32,155

31.12.2007 31.12.2008

Custom Research 6,165 6,972

Retail and Technology 1,709 1,478

Media 1,444 1,075

Panel set-up costs 9,318 9,525

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A land charge has been entered on a piece of land with company

buildings in Nuremberg with a carrying value of eur 9,304 thousand

(2007: eur 9,536 thousand) for the potential granting of a loan

by a bank. No secured liabilities existed as of the reporting date

(2007: eur 2,588 thousand).

Leasing

The GfK Group leases offi ce premises and business equipment

under long-term lease agreements. As a rule, the lease installments

consist of a minimum lease payment plus a contingent lease payment

whose level is governed by the level of use of the leased assets.

In cases in which the GfK Group bears the risks and opportunities

arising from the use of the leased assets to a substantial extent,

these are capitalized (fi nance lease). Otherwise, the lease install-

ments are carried as an expense (operating lease).

Operating Lease

The payments listed in the table below under operating lease

agreements were carried as expenses:

The future minimum lease payments under non-terminable

agreements are due as of December 31, 2008 as follows:

The main operating leases in the GfK Group involve leases on land

and buildings, some with options to extend the lease. They have

differing future expiry dates.

Finance Lease

The carrying values of capitalized leased assets as of December 31,

2008 are shown in the table below.

Determination of the present value and due date of future minimum

lease payments are shown in the tables below.

In the reporting year, there were no contingent lease installments

to be recognized as expenses. There were no sub-lease arrangements

under fi nance leases.

The main fi nance leases held by the GfK Group are for buildings

and part buildings, software as well as fi xtures and fi ttings.

In April 1992, GfK se entered into a sale-and-leaseback agreement

for part of the offi ce building at Nordwestring 101, Nuremberg,

which qualifi es as a fi nance lease. The lease was concluded for

30 years with an original obligation amount of eur 13,012 thousand.

The original lease period without right of cancellation ends

in March 2012, but with the option to acquire the building for

eur 7,533 thousand.

The fi nance lease liability is eur 14,343 thousand (2007: eur 13,618

thousand), of which eur 2,799 thousand (2007: eur 2,184 thousand)

has a remaining term of under one year.

18. Financial assets

Investments in associates

The GfK Group’s investments in associates are shown in the list of

shareholdings attached to these Notes as an appendix.

The table below gives a summary of fi nancial information on the

main investments in associates, which have been valued at equity

in the consolidated fi nancial statements.

The rise in the fi gures shown in the above table resulted essential-

ly from the Dmrkynetec Group. As of July 1, 2008, a participation

was acquired in the parent company of the group, whose activities

are mainly based in the usa and uk, DmrKynetec Group Limited,

St Peter Port, Guernsey, uk. This acquisition was part of an

exchange for participations in the GfK Group’s subsidiaries GfK

Animal Healthcare Limited, West Byfl eet/Surrey, uk, and m2a s.a.,

Saint Aubin, France.

During the reporting period, there were no material pro rata losses

on the shareholdings in associates.

As in the previous year, the equity valuation was based on fi nancial

statements with differing reporting dates for the following associated

companies:

Media Focus (arge), Hergiswil, Switzerland (November 30, 2008)

org-GfK Marketing Services (India) Private Limited, Mumbai,

India (März 31, 2008)

Sports Tracking Europe, b.v., Amstelveen, Netherlands

(September 30, 2008)

npd Intelect, l.l.c., Port Washington, New York, New York, usa

(September 30, 2008)

Notes to the consolidated balance sheet

2007 2008

Assets 44,220 99,383

Liabilities 18,215 37,339

Sales 59,296 75,365

Total income for the period 11,547 13,745

2007 2008

Minimum lease payments 28,476 29,022

Contingent lease payments 294 78

Less sub-lease payments received – 228 – 390

Lease payments 28,542 28,710

31.12.2007 31.12.2008

Buildings 10,033 9,635

Other leased assets 1,899 3,717

Capitalized leased assets 11,932 13,352

31.12.2008

Payable

Minimum

lease in-

stallments

Less

interest

Present value

minimum lease

installments

Within one year 2,932 – 133 2,799

Between one and fi ve years 13,446 – 1,902 11,544

After more than fi ve years 0 0 0

Future minimum lease installments 16,378 – 2,035 14,343

31.12.2007

Payable

Minimum

lease in-

stallments

Less

interest

Present value

minimum lease

installments

Within one year 2,281 – 97 2,184

Between one and fi ve years 13,590 – 2,373 11,217

After more than fi ve years 236 – 19 217

Future minimum lease installments 16,107 – 2,489 13,618

Payable 31.12.2007 31.12.2008

Within one year 26,335 27,531

Between one and fi ve years 68,824 69,940

After more than fi ve years 34,839 31,799

Future minimum lease payments under

operating lease 129,998 129,270

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The carrying amount for these shares and the income from

associates are not materially affected by including these fi nancial

statements with differing reporting dates. Moreover, preparing

interim fi nancial statements would not have been possible for

practical reasons.

Other fi nancial assets

The breakdown of other fi nancial assets is shown in the table

below.

The shares in affi liated, non-consolidated companies and other

participations are reported at amortized cost, as no market prices

exist for them and other methods of realistically estimating the

fair value are not practicable.

Further information on the GfK Group’s shares in affi liated

companies and other participations is provided in the list of

shareholdings in the appendix to these Notes.

19. Other non-current assets and deferred items

Other non-current assets of eur 8,413 thousand (2007: eur 5,878

thousand) comprise mainly other long-term income tax receivables

of eur 3,787 thousand (2007: eur 1,054 thousand), other long-term

receivables from insurance companies of eur 2,325 thousand (2007:

eur 1,993 thousand) and deposits amounting to eur 1,138 thousand

(2007: eur 1,523 thousand).

20. Trade receivables

Trade receivables break down as follows:

Impairment expenses amounted to eur 2,607 thousand (2007:

eur 1,734 thousand). They are shown in the income statement

under the item selling and general administrative expenses.

Allocations to valuation allowances totaled eur 2,607 thousand

(2007: eur 1,734 thousand) and reversals of valuation allowances

stood at eur 812 thousand (2007: eur 958 thousand). Valuation

allowances of eur 1,143 thousand (2007: eur 1,717 thousand) were

utilized.

21. Securities and fixed-term deposits

As of the balance sheet date, securities and fi xed-term deposits of

eur 928 thousand (2007: eur 830 thousand) comprised no money

market funds.

22. Cash and cash equivalents

A breakdown of cash and cash equivalents is shown in the table

below.

There are no material restrictions on the availability of cash and

cash equivalents.

23. Other current assets and deferred items including assets held for sale

The other current assets and deferred items break down as shown

in the table below.

The derivatives reported here are primarily part of cash fl ow hedges

used to hedge interest rate risk.

As of December 31, 2008, the company reported no assets held for

sale. Further details are provided in Note 33.

24. Due dates of non-impaired assets

The trade receivables and other current assets fall due for payment

as shown in the table below.

31.12.2007 31.12.2008

Deferred items 11,124 12,448

Receivables from tax and other authorities 4,665 4,440

Derivative fi nancial instruments 7,805 2,197

Inventories 2,447 754

Assets held for sale 9,530 0

Other current assets 16,438 17,413

52,009 37,252

Less valuation allowances – 1,802 – 1,018

Other current assets and deferred items

including asset held for sale 50,207 36,234

31.12.2007 31.12.2008

Shares in affi liated companies 4,654 3,410

Other participations 252 1,500

Loans to affi liated companies 2,980 992

Other loans 253 254

Other available-for-sale securities 340 343

Long-termed fi xed deposits 63 115

Other fi nancial assets 8,542 6,614

31.12.2007 31.12.2008

Billed trade receivables 232,518 230,751

Unbilled trade receivables 49,763 45,378

282,281 276,129

Less valuation allowances – 4,819 – 5,429

Trade receivables 277,462 270,700

31.12.2007 31.12.2008

Credit with banks 28,655 29,627

Cash equivalents and fi xed-term deposits

with a remaining term of less than 3 months 10,844 7,086

Checks in transit – 2,502 – 552

Cash in hand and checks 749 509

Cash and cash equivalents 37,746 36,670

31.12.2007 31.12.2008

Trade recivables 277,462 270,700

of which: neither impaired nor overdue 160,439 161,901

of which: non-impaired and overdue as follows

by up to 30 days 73,786 69,802

by between 31 and 90 days 30,126 24,681

by between 91 and 180 days 7,858 9,511

by between 181 and 360 days 1,552 4,135

by more than 360 days 3,701 670

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In the GfK Group, a considerable portion of the trade receivables

is due on the billing date. Trade receivables which are not due

include unbilled receivables amounting to eur 45,378 thousand

(2007: eur 49,763 thousand).

Information about the guidelines on monitoring receivables and the

credit rating of clients as well as the criteria for setting up valuation

allowances relating to receivables, which apply throughout the

Group, are provided in section 3 under Accounting policies.

25. Equity

Subscribed capital

The subscribed capital of GfK Aktiengesellschaft became the

subscribed capital of GfK se as of the transformation date on

February 2, 2009, in the amount in place on the transformation

date and divided into no-par bearer shares according to the division

existing on this date. The authorized and contingent capital of

GfK Aktiengesellschaft became authorized and contingent capital

of GfK se, in the amount existing on the date of transformation.

The stock options exercised in 2008 increased the share capital

of GfK se.

Under the stock option program, in 2008, the holders of option

rights from tranches 2003/2008, 2004/2009 and 2005/2010 were

entitled to acquire no-par shares in GfK se in the ratio 1:1.2 and

from tranche 2006/2011 in the ratio 1:1 against submission of the

option rights. In 2008, a total of 84,332 no-par shares were

acquired by exercising 70,277 options.

As a result of the issue of new shares, the subscribed capital,

capital reserve and the number of no-par bearer ordinary shares

issued developed as follows:

The 35,947,363 no-par shares are fully paid-up. Each shareholder

is entitled to receive dividends on his shares in accordance with

the respective profi t distribution resolution. Each share grants one

vote at the Annual General Meeting.

Authorized capital

GfK se has authorized capital, on the basis of which the Management

Board is authorized, with the consent of the Supervisory Board, to

increase the share capital against cash and/or contributions in kind on

one or more occasions until May 22, 2012 by up to a total amount of

eur 55,000 thousand, whereby the shareholders’ subscription rights

may be excluded.

Contingent capital

In June 1999, the shareholders passed a resolution for a contingent

increase of eur 5,120 thousand in the company’s share capital by

issuing up to 2,000,000 new no-par bearer shares. At the Extra-

ordinary General Meeting of September 3, 1999, the shareholders

passed a resolution to relate profi t entitlement to the start of the

fi nancial year in which the options are exercised. The aim of the

contingent capital increase is to grant option rights to the senior

management teams of the company and its affi liated companies

within the meaning of Section 15 ff. of the German Stock Corporation

Act. Acquiring shares is contingent on the achievement of a

minimum target, to be agreed with each individual entitled person,

for their immediate area of responsibility.

The number of options available to each entitled person is based on

the variable salary component advised to each entitled person in

an individual letter, which can be replaced by options in the ratio of

1:2.5 by waiving a portion of the promised bonus. The actual number

of options for tranches 1 to 3 results from division of this fi gure by

a factor of 4.5. The option right can be exercised at the earliest two

years after issue and only within defi ned exercise windows. The

exercise price for tranches 2000/2005 and 2001/2006 was the

equivalent of 120% of the average price of GfK shares in the Xetra

closing auction on the fi ve trading days prior to the issue of the

option rights or 120% of the price of GfK shares in the Xetra closing

auction on the date of issue, if this was higher than the aforementi-

oned average price.

In June 2002, the shareholders consented to cancelling the existing

authorization to grant option rights and approved a new authorization

and an increase in the contingent capital to eur 6,687 thousand.

In 2004, the contingent capital increased through the issue of bonus

shares in the ratio of 5:1 to eur 13,262 thousand.

The option terms resolved apply to tranches 2002/2007, 2003/2008,

2004/2009, 2005/2010 and 2006/2011 and deviate from those of

prior tranches of the program as follows:

Members of the Management Board of GfK se may hold a maximum

of 30% (previously 20%) of the option rights being granted.

Options may not be exercised during the 14 days before publication

of quarterly, half-yearly, annual or preliminary annual fi gures. In

addition, the company may set further periods at its discretion during

which options may not be exercised. For each of the tranches to be

issued, the exercise price to acquire a share is the share’s average

Xetra price between the respective previous accounts press con-

ference and the Annual General Meeting, or, if higher, the price of

the share in the Xetra closing auction on the trading day on which

the respective tranche is issued, plus a premium of 5%. Trading days

are those days on which the Frankfurt Stock Exchange determines a

price for the company’s shares.

Notes to the consolidated balance sheet

31.12.2007 31.12.2008

Other current assets and deferred items

(excluding inventories and receivables from

employees) 37,212 34,760

of which: neither impaired nor overdue 32,817 26,976

of which: non-impaired and overdue as follows

by up to 30 days 1,591 2,601

by between 31 and 90 days 1,669 2,867

by between 91 and 180 days 411 976

by between 181 and 360 days 186 1,147

by more than 360 days 538 193

Subscribed

capital

eur’000

Capital

reserve

eur’000

Number of

no-par shares

issued

Units

Carried forward as of

January 1, 2008 150,081 195,750 35,863,031

Issue of new shares through

conversion of options from

contingent capital 216 1,194 84,332

Personnel expenses for

stock options

0 1.334 0

As of December 31, 2008 150,297 197,278 35,947,363

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Tranche 4 5 6 7

Implicit volatility on issue date in % 51 34 26 22

Risk-free investment interest in %1) 2.2 3.2 2.5 3.9

Term in years 5.6 5.5 5.6 5.6

Fair value per option in eur 5.70 6.66 5.04 3.14

Total value per program 2,654 2,809 2,289 1,730

1) Interest rate of zero coupon bonds with a maturity of three years

2007 2008

Number

of options

Weighted

average price

in eur/share

Number

of options

Weighted

average price

in eur/share

Balance at

start of year 1,470,955 27.83 1,157,045 29.12

Options

granted – – – –

Exercised 299,109 22.72 70,277 16.72

Forfeited 14,801 30.35 11,574 31.00

Expired – – – –

Repayments – – – –

Balance at

year-end 1,157,045 29.12 1,075,194 29.91

Exercisable at

year-end 612,809 25.25 1,075,194 29.91

At the start of 2008, the contingent capital (contingent capital i and ii)

for exercising options amounted to eur 7,918 thousand, equivalent

to 2,544,690 no-par bearer shares. Following the exercise of options

in 2008, the company’s contingent capital was reduced by eur 216

thousand. By resolution of the Annual General Meeting on May 23,

2007, the company’s contingent capital was increased by eur 21,250

thousand through the issue of up to 5,000,000 new no-par bearer

shares (contingent capital iii). The contingent capital iii is used to

grant shares to holders or creditors of options and/or convertible

bonds issued on the basis of the authorization of the Annual General

Meeting of May 23, 2007.

The contingent capital of the company amounted to eur 28,952

thousand as of December 31, 2008, which corresponds to 7,460,358

no-par shares.

Stock Options

As a result of the capital increase in 2004 out of company funds

and the issue of bonus shares in the ratio of 5:1, the subscription

right in respect of the issued options of tranches 1 to 6 increased

from one share to 1.2 shares per option. The exercise prices were

adjusted accordingly. For tranche 7, to which GfK executives were

invited to subscribe after the capital increase in 2004, one option

corresponds to the right to subscribe one share.

The development of the stock options issued is shown in the table

below.

During fi nancial year 2008, the stock option program involved

personnel expenses of eur 334 thousand (2007: eur 1,312

thousand).

The fair value of the stock options issued by GfK in the years 2001

to 2006 was calculated as of the date of granting on the basis of

a Black-Scholes option pricing model, which takes account of the

issue terms and conditions. The parameters considered when

calculating the fair value and the overall amounts based on it are

shown in the table below.

The calculation of volatility is based on historical volatility data for

GfK shares (weekly average prices, net of any extraordinary past

prices) for the expected term of the options.

The average weighted remaining term for the stock options was

2.3 years (2007: 3.2 years) as of December 31, 2008.

The development of the individual items of equity is shown in the

table below.

Term

Total

options

Of which:

Manage-

ment

Board

Exercise

price

in eur from to

Options

exercised

Shares

issued

4 2003/

2008 457,319 149,9991) 15.44 2005 2008 457,319 548,780

5 2004/

2009 418,720 128,1101) 25.81 2006 2009 246,964 296,356

6 2005/

2010 440,021 122,2211) 26.60 2007 2010 73,415 88,098

7 2006/

2011 536,832 146,664 33.48 2008 2011 – –

1) Including members who have since left the Management Board.

Tra

nch

e

Exercisable

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The change in the difference from currency translation in the

year under review of eur –61,167 thousand, recognized directly

in equity, resulted mainly from the devaluation of the pound

sterling.

During the reporting year, eur 16,138 thousand (2007:

eur 12,781 thousand) were distributed to the shareholders.

This corresponds to eur 0.45 eur (2007: eur 0.36) per share.

Proposed appropriation of profi ts

In accordance with the German Stock Corporation Act, the dividend

that may be distributed is determined by the retained profi t reported

in the annual fi nancial statements of the parent company, GfK se.

These are prepared under the provisions of the German Commercial

Code (hgb). The retained earnings and retained profi t of GfK se re-

ported under the provisions of the hgb are available for distribution

to shareholders in their entirety. The capital reserve may not be

distributed to shareholders.

A proposal will be made to the Annual General Meeting to distribute

a dividend of eur 16,536 thousand (eur 0.46 per no-par share) to

shareholders out of the retained profi t of eur 133,020 thousand

and to transfer eur 116,484 thousand to other retained earnings.

26. Long-term provisions

The breakdown of long-term provisions is shown in the table below:

Pension provisions

Pension provisioning within the GfK Group is based on both

defi ned contribution plans and defi ned benefi t plans for each

company.

For defi ned contribution plans, which are fi nanced exclusively on

the basis of external funds, there are no further obligations for

GfK companies other than paying contributions. Expenses for

defi ned contribution plans also include employer contributions

to statutory pension plans.

Pension commitments are based on statutory or contractual

arrangements or are on a voluntary basis. The basis of assessment

for contributions to defi ned contribution plans is mainly the

length of service with the company and the wage or salary level of

the employee. However, the benefi ts can vary depending on the

legal, fi scal and economic framework conditions of the country

concerned. The expenses for defi ned contribution plans amounted

to eur 14,089 thousand in 2008 (2007: eur 12,827 thousand).

The pension obligations arising from defi ned benefi t plans are

reported according to the projected unit credit method. Actuarial

reports are produced annually by independent actuaries for

defi ned benefi t plans. The actuaries apply statistical and actuarial

calculations to determine the assets and provisions to be carried

on the balance sheet. Determining the present value of defi ned

benefi t plans and pension assets is based on empirical and

statistical estimated values, such as future salary raises, mortality

rates or expected long-term returns on the plan assets.

Discrepancies between the actual values and these estimated

values are expressed as actuarial gains or losses. The GfK Group is

utilizing the option under ias 19, whereby actuarial gains and

losses are not recognized in the income statement but recognized

directly in equity. In the year under review, actuarial losses of

Notes to the consolidated balance sheet

Attributable to equity holders of the parent

Income and expense

recognized directly in equity

Sub-

scribed

capital

Capital

reserve

Retained

earnings

Currency

trans-

lation

dif-

ferences

Fair

value of

securities

available-

for-sale

Valuation

of cash fl ow

hedges

(effective

portion)

Valuation

of net

investment

hedges

for foreign

subsidiaries

Actuarial

gains/losses

on defi ned

benefi t plans Total

Minority

interests

Total

equity

As of

January 1, 2007 150,847 185,050 122,700 – 20,243 28 6,423 8,807 – 4,718 448,894 17,511 466,405

Total income 83,230 – 49,651 – 38 – 1,436 10,041 3,748 45,894 7,872 53,766

New shares issued 919 7,703 8,622 8,622

Dividends to

shareholders – 12,781 – 12,781 – 6,354 – 19,135

Other changes – 1,685 2,997 – 2,565 – 1,253 1,146 – 107

As of

December 31, 2007 150,081 195,750 190,584 – 69,894 – 10 4,987 18,848 – 970 489,376 20,175 509,551

As of

January 1, 2008 150,081 195,750 190,584 – 69,894 – 10 4,987 18,848 – 970 489,376 20,175 509,551

Total income 73,161 – 61,167 14 – 5,108 – 3,233 – 4,809 – 1,142 8,968 7,826

New shares issued 216 1,194 1,410 1,410

Dividends to

shareholders – 16,138 – 16,138 – 3,611 – 19,749

Other changes 334 3,129 3,463 – 2,205 1,258

As of

December 31, 2008 150,297 197,278 250,736 – 131,061 4 – 121 15,615 – 5,779 476,969 23,327 500,296

31.12.2007 31.12.2008

Pension provisions 34,749 41,491

Other long-term provisions 18,888 15,073

Long-term provisions 53,637 56,564

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eur 5,283 thousand (2007 gains: eur 5,455 thousand) were

reported in this way. This change also comprises the effects of

currency translation. The cumulative amount of income and

expenses recognized directly in equity totaled eur –6,846 thousand

as of December 31, 2008 (2007: eur –1,563 thousand). The values

indicated represent the relevant fi gures before deferred taxes and

excluding minority interests.

The calculation of obligations and, in certain cases, associated plan

assets, is based on the actuarial and statistical assumptions listed

in the table below (weighted average).

Mortality rates for GfK companies in Germany were taken from the

2005 g guideline tables by Dr. Klaus Heubeck.

The breakdown of pension provisions reported in the balance sheet

is shown in the table below.

The movement in the present value of the defi ned benefi t obligation

(dbo) during the period under review is shown in the table below.

The table below shows the movement in plan assets.

The plan assets for funded pension obligations essentially comprise

fi nancial instruments amounting to eur 39,842 thousand (2007:

eur 35,987 thousand).

The general expected return on the plan assets was determined

based mainly on experience from the past ten years. The expected

return on plan assets reported in the fi nancial statements for 2008 is

on average 3.98% (2007: 4.42%). The actual results from the plan

assets amounted to eur –4,690 thousand in 2008 (2007: eur 821

thousand).

According to GfK estimates, contributions of around eur 2,067

thousand will be payable into funded pension plans over the coming

year.

The amounts reported in the income statement break down as

shown in the table below.

The pension expenses are included mainly in cost of sales, selling

and general administrative expenses and interest expenses.

The funding status is shown in the table below.

The fi rst-time valuation of pension provisions in accordance with

ias 19 was carried out in 2004. Accordingly, no empirical values

regarding the adjustment in liabilities and assets are available for

that year.

2007 2008

Fair value of plan assets as of January 1 41,627 40,754

Change in scope of consolidation 0 1,368

Expected return on plan assets 1,844 1,983

Actuarial gains/losses – 716 – 6,601

Exchange rate changes – 1,214 4,816

Employer contributions 1,755 3,265

Participant contributions 1,023 1,137

Benefi ts paid – 1,006 – 1,532

Plan settlements – 2,559 – 151

Fair value of plan assets as of December 31 40,754 45,039

2007 2008

Service cost 3,172 3,324

Interest cost 2,796 3,207

Expected return on plan assets – 1,850 – 1,983

Past service cost 121 33

Profi t/loss from curtailment or discontinuation

of pension plans – 846 – 23

Pension expenses 3,393 4,558

2004 2005 2006 2007 2008

Pension liabilities 61,325 77,831 81,998 75,336 86,450

Pension assets – 33,760 – 39,388 – 41,627 – 40,754 – 45,039

Impact of ceiling in accor-

dance with ias 19.58 (b) 0 0 0 58 80

Funding status 27,565 38,443 40,371 34,640 41,491

Empirical adjustment

in liabilities – 26.92 % 5.35 % – 8.12 % – 2.77 %

Empirical adjustment

in assets – 16.67 % 5.68 % – 2.10 % 15.60 %

2007 2008

Discount rate 4.27 % 4.38 %

Rate of salary increase 2.40 % 2.35 %

Fluctuation rate 0.38 % 0.41 %

Expected growth in pensions 1.18 % 1.05 %

Expected long-term return on plan assets 4.42 % 3.98 %

31.12.2007 31.12.2008

Present value of unfunded obligations 33,453 32,779

Present value of funded obligations 41,883 53,671

Present value of overall obligations 75,336 86,450

Fair value of plan assets – 40,754 – 45,039

Impact of ceiling in accordance with ias 19.58 (b) 58 80

Net present value of obligations 34,640 41,491

Pension provisions 34,749 41,491

Other assets – 109 – 162

Net amount reported on balance sheet 34,640 41,329

31.12.2007 31.12.2008

Present value of defi ned benefi t obligation

as of January 1 81,998 75,336

Change in scope of consolidation 8 1,813

Current service cost 3,172 3,324

Interest cost 2,796 3,207

Participant contributions 1,029 1,142

Actuarial gains/losses – 6,395 – 1,669

Exchange rate changes – 1,331 5,555

Benefi ts paid – 2,986 – 2,127

Past service cost 446 33

Plan reductions – 843 0

Plan settlements – 2,558 – 164

Present value of defi ned benefi t obligation

as of December 31 75,336 86,450

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27. Long-term and short-term interest-bearing financial liabilities

The breakdown of fi nancial liabilities is shown in the table below.

Other fi nancial liabilities included loan liabilities totaling eur 5,245

thousand as of December 31, 2008 (2007: eur 3,592 thousand), of

which eur 4,631 thousand (2007: eur 2,766 thousand) concerned

related parties.

In addition, other fi nancial liabilities comprise purchase price

liabilities which depend on future events (put options and bonds)

for the acquisition of participations amounting to eur 67,613

thousand (2007: eur 70,185 thousand).

As of December 31, 2008, the weighted average interest rate for

the amounts due to banks was 3.49% after interest rate hedging

(2007: 4.51%).

The fi nancial liabilities become due in the next fi ve years and

thereafter, as shown in the table below.

As of December 31, 2008, the GfK Group had confi rmed loans and

credit lines of eur 501,264 thousand (2007: eur 553,332 thousand),

of which eur 111,880 thousand (2007: eur 165,265 thousand) have

not been used. The weighted average rate of interest on the loans

and credit lines is 3.51% (2007: 5.35%) before interest rate hedging.

Notes to the consolidated balance sheet

Other long-term provisions

The movement in other long-term provisions in the period under

review is shown in the table below.

Personnel provisions comprise mainly commitments relating to

employees leaving and from provisions for anniversary expenses

based on contractual agreements. In addition, they comprise

provisions for the Long Term Incentive Plan of eur 3,376 thousand

(2007: eur 4,421 thousand).

The provision for potential contractual losses relates essentially

to a long-term lease agreement at non-standard terms. The

agreement has been in place since 2002 at a company of the

former nop World. The remaining term is eight years. The agreed

rent has been compared with the current and estimated future

market rates and the amount in excess has been recognized in

the provisions. As this is an interest-free commitment, the present

value has been used. The discount was calculated at an interest

rate of 7%. The nominal amount of the commitment as of the

reporting date was eur 6,513 thousand (usd 9,054 thousand).

In the year under review, a write-up on this discounted provision

amounting to eur 312 thousand was applied.

Personnel

Potential

contractual

losses Sundry Total

As of January 1, 2008 10,974 4,807 3,107 18,888

Currency effects – 50 212 – 20 142

Change in scope of

consolidation 87 0 0 87

Write-ups to discounted

provisions 0 312 0 312

Additions 3,463 0 67 3,530

Utilization – 879 0 – 39 – 918

Release – 651 0 – 2,346 – 2,997

Reclassifi cations to

short-term provisions – 3,050 – 961 40 – 3,971

As of December 31, 2008 9,894 4,370 809 15,073

31.12.2007 31.12.2008

Amounts due to banks 387,261 389,384

of which with a remaining term

of less than one year 93,083 103,374

of which with a remaining term

of between one and fi ve years 294,178 286,010

of which with a remaining term

of over fi ve years 0 0

Liabilities under fi nance leases 13,618 14,343

of which with a remaining term

of less than one year 2,184 2,799

of which with a remaining term

of between one and fi ve years 11,217 11,544

of which with a remaining term

of over fi ve years 217 0

Other fi nancial liabilities 75,808 73,911

of which with a remaining term

of less than one year 63,536 58,265

of which with a remaining term

of between one and fi ve years 11,639 14,004

of which with a remaining term

of over fi ve years 633 1,642

Financial liabilities 476,687 477,638

of which with a remaining term

of less than one year 158,803 164,438

of which with a remaining term

of between one and fi ve years 317,034 311,558

of which with a remaining term

of over fi ve years 850 1,642

Due date 31.12.2007 31.12.2008

Within one year1) 158,803 164,438

One to two years 96,384 60,155

Two to three years 55,747 54,616

Three to four years 158,420 195,766

Four to fi ve years 6,483 1,021

More than fi ve years 850 1,642

Financial liabilities 476,687 477,638

1) Includes current account liabilities payable on demand in the context of credit lines

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Collateral of eur 113 thousand (2007: eur 2,704 thousand) is

in place for amounts due to banks and liabilities under leases

of eur 403,727 thousand (2007: eur 400,880 thousand). The

collateral breakdown is shown in the following table.

The GfK Group has undertaken to meet certain covenants as part

of a syndicated credit facility and the issue of a borrower’s note

loan. The ratio of net indebtedness in relation to modifi ed ebitda,

which is established on the basis of specifi c criteria, must be lower

than 3.25. The ratio of modifi ed ebitda to interest expenses must

be higher than 4.0. In the event of these covenants being breached,

the credit margin of the banks providing the fi nance increases

and a new agreement on the covenants to be met in future must

be concluded with the creditors. Both covenants were met by the

GfK Group as of December 31, 2008.

The GfK Group only concludes fi nancing transactions with

renowned German and foreign banks. The default risk is further

reduced by spreading the transactions across several banks.

Despite the fi nancial crisis, GfK se succeeded in issuing a

borrower’s note loan worth eur 50 million at the end of 2008,

thereby expanding the investor base.

28. Other long-term liabilities and deferred items

Other long-term liabilities and deferred items of eur 5,296 thousand

(2007: eur 14,275 thousand) include long-term liabilities under

leases of eur 1,495 thousand (2007: eur 672 thousand), long-term

liabilities due to pension funds, long-term liabilities from share and

asset deals and long-term liabilities stated as part of purchase price

allocation.

29. Short-term provisions

The movement in short-term provisions in the year under review is

shown in the table below.

30. Other short-term liabilities and deferred items including liabilities held for sale

The breakdown of other short-term liabilities and deferred items is

shown in the table below.

Short-term liabilities to employees mainly comprise liabilities for

the payment of bonuses (eur 23,855 thousand) and holiday and

fl exitime claims (eur 13,646 thousand), liabilities arising from

social security (eur 9,464 thousand) and liabilities from wages

and salaries (eur 5,571 thousand).

Other liabilities from operating business mainly comprise amounts

owed to households and respondents (eur 5,749 thousand), inter-

viewers (eur 4,465 thousand) as well as to customers (eur 3,784

thousand).

Liabilities from non-operating business mainly include liabilities

under leases (eur 2,980 thousand) as well as liabilities for external

year-end closing costs and legal and consultancy costs (eur 2,545

thousand).

The other short-term liabilities mainly comprise repayment

obligations and short-term liabilities in connection with derivatives

as well as short-term liabilities under share and asset deals.

As of December 31, 2008, no liabilities were held for sale. Further

explanations are provided in section 33.

31.12.2007 31.12.2008

Accounts payable to employees 58,929 59,402

Liabilities from other taxes 23,159 23,672

Other operating liabilities 18,779 18,566

Non-operating liabilities 7,809 7,981

Interest owed 5,353 2,117

Liabilities to related parties 5,311 2,501

Liabilities held for sale 1,175 0

Sundry liabilities 4,674 7,277

Other short-term liabilities and deferred items

including liabilities held for sale 125,189 121,516

31.12.2007 31.12.2008

Amounts due to banks secured by mortgage 2,588 0

Liabilities under leases secured by transfer of

movable assets 116 113

Secured liabilities 2,704 113

Per-

sonnel

Potential

contractual

losses

Authori-

ties and

insurance

companies Sales Sundry Total

As of

January 1,

2008 2,839 1,148 1,519 755 1,462 7,723

Currency

effects – 119 58 – 52 21 27 – 65

Change in

scope of

consolidation 18 0 0 0 0 18

Additions 729 426 1,119 619 193 3,086

Utilization – 753 – 982 – 1,015 – 493 – 638 – 3,881

Release – 943 0 – 115 – 40 – 495 – 1,593

Reclassifi -

cations from

long-term

provisions 3,050 961 – 40 0 0 3,971

As of

December 31,

2008 4,821 1,611 1,416 862 549 9,259

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31. Sensitivity analysis

Exchange rate risks can arise in the GfK Group from transactions

conducted in a currency other than the respective functional

currency. The main currencies are shown in thousand euros in the

table below.

The exchange rates of the most important currencies to the euro

are shown in section 3, Accounting policies.

The sensitivity analysis approximately quantifi es the risk that can

arise under certain assumed conditions if specifi c parameters

change. The table below shows how equity and net income are

affected by a simultaneous parallel appreciation of all foreign

currencies of 10% against the euro while all other factors remain

constant.

Interest rate risks can arise for variable rate fi nancial instruments

and for fi xed-income fi nancial instruments not measured at

amortized cost.

Changes in the market value of fi xed-income fi nancial assets and

liabilities are not recognized in the income statement; moreover,

there are no interest rate derivatives which are allocated to fi xed-

income instruments as fair value hedges in accordance with ias 39

and reported in fair value hedge accounting. A change in interest

rates on the reporting date, therefore, has no impact on the income

statement or the equity as these items are measured at amortized

cost.

The effects before tax on the equity and income statement of a

change in interest rates for variable rate fi nancial instruments of

100 basis points on the reporting date are shown in the table

below. This analysis assumes that all other variables, especially

exchange rates, remain constant.

The column headed “equity” only shows the impact of changes that

are recognized directly in equity. Changes which would impact on the

income statement are not shown in the column with the fi gures for

equity.

32. Notes to the consolidated cash flow statement

The cash fl ow statement is presented at the front of the Notes.

It shows the changes in the GfK Group balance sheet item,

cash and cash equivalents, during the year under review. In

accordance with ias 7, a distinction is made between cash

fl ows from operating activity and from investing and fi nancing

activity. The funding sources covered in the cash fl ow statement

comprise cash and cash equivalents. They encompass cash in

hand, checks, cash equivalents and fi xed-term deposits where

they are available within three months.

The cash fl ow from operating activity amounted to eur 145,836

thousand (2007: eur 168,129 thousand). It covered investments

in full, which totaled eur 101,484 thousand (2007: eur 73,700

thousand). Of this, eur 50,483 thousand (2007: eur 49,249

thousand) related to capital expenditure. The disbursements for

Supplement disclosures

31.12.2008 EUR USD GBP CHF SGD JPY

Loans 946 297,789 55,021 4,974 595 0

Trade receivables 11,093 4,261 125 289 623 92

Cash and cash

equivalents 1,717 338 23 2 0 19

Interest-bearing

fi nancial liabilities 650 247,463 5,302 8,777 0 4,365

Trade payables 3,289 3,899 1,009 6,968 297 279

Liabilities

from orders in

progress 1,272 2,022 7 0 82 12

31.12.2007 31.12.2008

Equity

Income

statement

Overall

impact Equity

Income

statement

Overall

impact

EUR 0 – 617 – 617 0 – 941 – 941

USD 7,2781) – 4,3401) 2,938 9,072 – 4,172 4,900

GBP 9,3041) – 3,1301) 6,174 5,309 – 424 4,885

CHF 0 – 86 – 86 0 – 1,048 – 1,048

SGD 0 – 115 – 115 0 84 84

JPY 0 – 187 – 187 0 – 455 – 455

Total 16,582 – 8,475 8,107 14,381 – 6,956 7,425

1) Figures for the prior year adjusted for partially inappropriate allocation

31.12.2007

Equity

Income

statement

Interest rate change

in percentage points + 1 – 1 + 1 – 1

Variable rate

instruments 0 0 – 3,783 3,783

Interest rate swaps 3,409 – 3,088 2,936 – 2,822

Cash fl ow

sensitivity 3,409 – 3,088 – 847 961

31.12.2008

Equity

Income

statement

Interest rate change

in percentage points + 1 – 1 + 1 – 1

Variable rate

instruments 0 0 – 3,792 3,792

Interest rate swaps 1,528 – 1,558 2,047 – 2,047

Cash fl ow

sensitivity 1,528 – 1,558 – 1,745 1, 745

31.12.2007 EUR USD GBP CHF SGD JPY

Loans 945 354,618 93,466 18 0 0

Trade receivables 11,514 3,653 148 0 5 52

Cash and cash

equivalents 1,202 314 2 0 0 5

Interest-bearing

fi nancial liabilities 650 323,370 29,365 0 998 1,837

Trade payables 4,972 3,289 2,494 880 99 76

Liabilities

from orders in

progress 1,255 2,546 14 0 53 17

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the acquisition of consolidated companies and other business

units amounted to eur 48,980 thousand (2007: eur 22,836

thousand), while the total cash purchase prices stood at

eur 19,615 thousand according to the section on the scope of

consolidation and major acquisitions. The difference is mainly

attributable to additional acquisitions in already consolidated

companies and subsequent purchase price payments for parti-

cipations acquired in previous years.

In addition, cash fl ow from operating activity was partly used

for loan repayments (eur 114,090 thousand; 2007: eur 125,978

thousand). At the same time, new loans totaling eur 108,569

thousand (2007: eur 51,820 thousand) were raised. In net terms,

the cash fl ow from fi nancing activity resulted in a negative fi gure

(eur –56,749 thousand; 2007: –112,901 thousand). In the year

under review, interest paid amounted to eur 33,579 thousand

(2007: eur 28,126 thousand). The cash infl ow from interest

totaled eur 10,332 thousand (2007: eur 5,620 thousand). The

interest paid as well as the interest received comprises payments

in connection with derivative interest hedging contracts.

Dividends totaling eur 19,059 thousand (2007: eur 19,239

thousand) were paid to shareholders of GfK se and minority

shareholders in subsidiaries. The cash and cash equivalents

reported in the balance sheet fell by eur 1,076 thousand

(2007: eur –10,116 thousand).

Income tax payments resulted overall in a cash outfl ow of

eur 35,955 thousand (2007: eur 33,188 thousand) in fi nancial

year 2008. The previous year’s fi gure was impacted positively

by various special factors.

Funds acquired through the purchase of subsidiaries amounted

to eur 1,841 thousand (2007: eur 2,573 thousand).

33. Disposal groups

The GfK Group was planning to sell its holdings in GfK Animal

Healthcare Limited, West Byfl eet/Surrey, uk, and m2a s.a.,

Saint Aubin, France at the beginning of 2008. All assets of the

two companies were reported separately on the balance sheet

as of December 31, 2007, in the line item “assets held for sale”

(eur 9,530 thousand). The liabilities of the operations being sold

were reported under liabilities held for sale (eur 1,175 thousand).

The planned sale was implemented on July 1, 2008 through

exchanging the participations in the above-mentioned companies

in return for a minority holding in the DmrKynetec Group Limited,

St Peter Port, Guernsey, uk. The subsidiaries were deconsolidated.

34. Related parties

Related parties are persons or groups, which could be infl uenced

by the GfK Group or could have an infl uence on the GfK Group.

In the year under review, the following major transactions were

carried out involving related parties:

Liabilities relating to as yet unpaid profi t shares of eur 1,191

thousand (2007: eur 936 thousand) arose vis-à-vis The npd Group

Inc., Port Washington, New York, usa.

Dividend liabilities no longer exist vis-à-vis Emer Marketing

Research s.a., Valencia, Spain, the minority shareholder in

GfK Marketing Services España, s.a., Valencia, Spain (2007:

eur 1,710 thousand ). The liabilities due to the former share-

holders of Beijing Sino Market Research Co., Ltd., Beijing, China,

mainly comprised purchase price obligations of eur 437 thousand

(2007: eur 9,884 thousand ).

There were mainly loan obligations amounting to eur 1,900

thousand (2007: eur 665 thousand) due to GfK-nürnberg,

Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin,

the majority shareholder of GfK se. The corresponding interest

expenses stood at eur 141 thousand (2007: eur 217 thousand).

Provisions in connection with the 5 Star Long Term Incentive Plan

(eur 5,250 thousand; 2007: eur 4,451 thousand) represent a

commitment to selected managers of the GfK Group. Of this,

eur 3,376 thousand (2007: eur 4,421 thousand) had a remaining

term of more than one year.

Unless stated otherwise, amounts owed to and by related parties

mainly have a remaining term of less than one year.

Material receivables, liabilities, income and expenses with non-

consolidated affi liated companies, associated companies and other

participations of the GfK Group are specifi ed in the Notes under the

respective items.

35. Contingent liabilities and other financial commitments

The contingent liabilities and other fi nancial commitments that

are not carried as liabilities in the consolidated balance sheet are

reported at nominal values and break down as shown in the

following table.

Of these commitments, eur 8,166 thousand (2007: eur 4,033

thousand) had a remaining term of less than one year.

In addition, there are the following contingent liabilities and

fi nancial commitments:

bwv Holding ag, St. Gallen, Switzerland, sold holdings in two Swiss

and one Austrian joint stock company with agreement dated July

28, 2004. GfK se has assumed a purchase price payment obligation

of up to eur 5,745 thousand (chf 8,500 thousand) to cover claims

by the purchaser arising from contractual infringements. From July

28, 2009, the guarantee drops to eur 5,069 thousand (chf 7,500

thousand) and ends as of December 31, 2014.

Following the acquisition of the nop World Group in 2005, the

GfK Group was restructured in part and sub-groups and inter-

mediate holding companies were set up. GfK se has issued a

conditional declaration to three of the managing directors of

the holding companies, which releases them from any future

claims that may be made by third parties in connection with their

positions as managing directors of these companies.

It is possible that subsequent tax payments may be necessary

following future tax audits at GfK Group companies. This also

applies in terms of possible liabilities due to social security

agencies. The occurrence and amount of such future liabilities

cannot be estimated.

Future commitments arising from lease agreements are described

in section 17, Tangible assets, in the sub-heading “Leasing”.

31.12.2007 31.12.2008

Commitments arising from

maintenance, service and license agreements 6,327 6,996

guarantees and sureties 2,406 4,656

order commitments 2,370 2,658

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36. Financial instruments and derivatives

The default risk linked to the positive fair values of the derivatives

is estimated to be low, as transactions are only concluded with

renowned German and foreign banks. Furthermore, the default risk

is reduced by spreading the transactions across several banks.

The maximum default risk of the GfK Group amounts essentially to

the carrying value of all fi nancial assets. The global activities of the

GfK Group and the large number of customers, which include many

established major companies, reduce the concentration of the default

risk.

The carrying values of the derivative fi nancial instruments of the

GfK Group are shown in the table below.

The carrying values of all fi nancial instruments approximately

correspond to the fair values.

The derivative fi nancial instruments are valued on a marking-to-

market basis, in accordance with the market conditions as of the

reporting date. In addition, the Group’s own calculations are

checked for plausibility on the basis of the market assessments

provided by the banks.

As of December 31, 2008, the GfK Group had currency hedging

contracts relating to the Australian dollar, us dollar, Singapore

dollar, Swedish krona, Norwegian krone, Japanese yen, pound

sterling, Swiss franc, Polish zloty and the Czech koruna. The

nominal volume of the currency hedging contracts totaled

eur 24,833 thousand (2007: eur 20,874 thousand), whereby

all contracts had a remaining term of less than one year.

In addition, as of the reporting date, the GfK Group had com-

bined interest rate and currency swaps with a nominal value

of eur 8,555 thousand (2007: eur 6,634 thousand). Of these,

eur 4,541 thousand (2007: eur 5,130 thousand) had a remaining

term of more than one year. The fair value as of the reporting

date amounted to eur 815 thousand (2007: eur 302 thousand).

The GfK Group also holds an amortizing interest rate cap with

a nominal volume of eur 11,078 thousand (2007: eur 17,235

thousand) and a fair value as of the reporting date of eur 0

thousand. eur 4,028 thousand of the nominal volume had a

remaining term of more than one year.

As of the year-end, the GfK Group also held interest rate hedging

contracts of a total nominal amount of eur 212,435 thousand

(2007: eur 282,215 thousand) and a positive fair value of eur 85

thousand (2007: eur 7,428 thousand). As a result, an interest rate

of between 2.6% and 2.7% was secured for loans in euros. The

interest rate secured for loans in us dollars is 3.7% or 4.1%

(all fi gures before credit margin). Of this, interest rate swaps with

a nominal volume of eur 212,435 thousand (2007: eur 281,990

thousand) are classifi ed as cash fl ow hedges.

Segment reporting

The total interest rate swaps mature in the next fi ve years as shown

in the table below.

In the case of derivatives used as part of cash fl ow hedges, changes

in fair values are reported in the income and expenses recognized

directly in equity. For the year under review, the amount posted

under income and expenses recognized directly in equity amounted

to eur –7,224 thousand before tax (2007: eur –3,206 thousand)

and eur – 4,951 thousand after tax (2007: eur –2,197 thousand).

During the year under review, there was also a reduction totaling

eur 157 thousand after tax (2007: eur 761 thousand including the

change in the tax rate in Germany).

The GfK Group used net investment hedges to hedge net invest-

ments in foreign subsidiaries. In the year under review, effective

changes in the value of a loan in us dollars, which was concluded

as part of the acquisition of the former nop World, as well as

existing us dollar loans for the fi nancing of GfK arbor, llc, Media,

Pennsylvania, usa, and GfK v2, llc, Blue Bell, Pennsylvania, usa,

amounting to eur –4,717 thousand before tax (2007: eur 12,869

thousand) and eur –3,233 thousand after tax (2007: eur 10,041

thousand), were recognized directly in equity.

Gains and losses from derivative fi nancial instruments are posted

in other fi nancial income or expenses respectively. The income

from fi nancial instruments contained in this fi gure, which was

not reported as part of hedge accounting, amounted to a total of

eur 8,776 thousand (2007: eur 1,063 thousand), while expenses

amounted to eur 8,822 thousand (2007: eur 743 thousand).

37. Segment reporting

In November 2006, the International Accounting Standards Board

(iasb) adopted ifrs 8 “Operating Segments”. ifrs 8 replaces ias 14

“Segment Reporting” and must be applied to reporting periods which

commence on or after January 1, 2009. However, earlier application

is permissible. The GfK Group opted for early application of ifrs 8,

starting from fi nancial year 2008. In accordance with ifrs 8, external

segment reporting is based on the Group’s internal organizational and

management structure as well as internal fi nancial reporting to the

chief operating decision makers. At the GfK Group, the Management

Board is responsible for the valuation and management of business

performance in the operating sectors and is considered to be the top

management body in accordance with ifrs 8. The comparative sector

information for the previous year has been adjusted and reported

accordingly, in line with the requirements specifi ed in ifrs 8.

At the beginning of the year, the GfK Group remodeled its organi-

zational structure from the previous fi ve business divisions of

Custom Research, Retail and Technology, Consumer Tracking,

Media and HealthCare to focus on three sectors, Custom Research,

Retail and Technology and Media, supplemented by Other. The

31.12.2007 31.12.2008

Assets

Currency hedging contracts including

cross currency swaps 339 1,258

Interest rate hedging contracts 7,428 1,006

Liabilities

Currency hedging contracts 98 379

Interest rate hedging contracts 0 921

Maturity 31.12.2007 31.12.2008

Less than one year 71,417 72,125

Between one and two years 71,055 140,310

Between two and three years 139,743 0

Between three and four years 0 0

Between four and fi ve years 0 0

Nominal volume of interest rate swaps 282,215 212,435

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segmentation of the GfK Group into sectors is based on the origin

of market research data. Internal reporting to the chief operating

decision makers has been adjusted accordingly.

In the Custom Research sector, the GfK Group provides information

and consultancy services that support operating and strategic

marketing decisions. Custom Research offers a wide range of tests

and surveys, in particular relating to product and pricing policy,

brand management, communications, distribution and customer

loyalty. Consequently, GfK provides support for products and

services from the initial idea to the fi nal development stages of the

product life cycle. The sector’s portfolio comprises syndicated

data, for example from household and doctor panels, as well as

exclusive ad hoc surveys that are tailored to individual require-

ments. Consumers and physicians represent the data sources for

the Custom Research sector.

In the Retail and Technology sector, data is collected from retail.

Clients are provided with information and consultancy services,

which are based on regular surveys and analysis of sales of

consumer goods and services in retail. Services comprise regularly

published surveys on offi ce communications, photographic tech-

nology and the optical segment, domestic appliances, information

technology, telecommunications, sports equipment, tourism and

consumer electronics as well as entertainment media.

The Media sector provides information services on reach, intensity

and how media and media offerings are used as well as on their

acceptance. The services are aimed at clients from media compa-

nies, agencies and the branded goods industry. The sector makes

available regular as well as special, one-off surveys and analysis.

The source of information for the Media sector encompasses tv,

radio, print, outdoor advertising and online media.

The sectors are complemented by Other, which comprises, in

particular, the head offi ce services of GfK for its subsidiaries and

non market research related services. The division primarily

combines some departments of GfK Switzerland ag, Hergiswil,

Switzerland, and the following GfK se divisions: GfK Data Services,

GfK Methoden- und Produktentwicklung (method and product

development) and certain departments within GfK Group Services.

The Group measures the success of its sectors by reference to the

adjusted operating income according to internal reporting. The

adjusted operating income of a sector is determined on the basis

of the operating income before interest and taxes, by deducting

the following expense and income items: expenses and income in

connection with reorganisation and business combinations, write-

ups/write-downs on additional assets identifi ed on acquisitions,

personnel expenses from share-based payment and long-term

incentives, other operating income and other operating expenses.

Segment reporting on the sectors includes no information about

segment assets and investments, since these are not calculated for

the individual sectors for the purposes of internal reporting and

internal management and are not reported to the Management Board.

Income from third parties comprise sales established in accordance

with ifrs. Income from other sectors is only generated by the Other

division and excluded in the reconciliation account for consolidated

sales. In principle, intra-Group transactions are recorded at the same

conditions as for third parties. Scheduled amortization (excluding

impairments) comprise depreciation and amortization on tangible and

intangible assets respectively in accordance with ifrs, excluding

write-downs on additional assets identifi ed on acquisitions.

Segment information about the sectors for fi nancial years 2007 and

2008 is shown in the table below.

Income from third parties Inter-sector income

Scheduled depreciation/

amortization

Adjusted

operating income

2007 2008 2007 2008 2007 2008 2007 2008

Custom Research 773,007 782,754 0 0 19,047 19,645 66,167 56,072

Retail and Technology 260,803 304,052 0 0 6,279 8,109 67,276 82,599

Media 124,497 130,143 0 0 3,799 5,612 25,684 23,766

Other 3,748 3,484 53,960 55,105 351 343 – 1,506 – 3,690

Reconciliation 0 0 – 53,960 – 55,105 0 0 0 0

Group 1,162,055 1,220,433 0 0 29,476 33,709 157,621 158,747

The reconciliation of scheduled depreciation/amortization to the

additions stated under (scheduled) depreciation/amortization for

tangible and intangible assets in the consolidated schedule of

movement in assets is as follows:

With regard to the reconciliation of adjusted operating income to

operating income, reference is made to section 11 of the Notes.

Information about geographical regions comprises details about

the regions in which the GfK Group operates. These are Germany,

Western Europe/Middle East/Africa, Central and Eastern Europe,

North America, Latin America and Asia and the Pacifi c.

The regions Western Europe/Middle East/Africa and Central and

Eastern Europe comprise all the countries in the European Union

with the exception of Germany, as well as other European countries

where the GfK Group is represented. In addition, Egypt, Nigeria,

South Africa, the United Arab Emirates and Israel are allocated to

the segment Western Europe/Middle East/Africa. The segment

North America includes the United States of America and Canada.

Brazil, Chile, Venezuela, Argentina and Mexico are allocated to the

segment Latin America. Asia and the Pacifi c includes subsidiaries

in the countries Hong Kong, Japan, Thailand, Singapore, Malaysia,

Indonesia, South Korea, China, India and Australia.

Segment information about geographical regions is based on

fi nancial information, which is used to prepare the consolidated

fi nancial statements. In accordance with ifrs 8, the non-current

assets to be stated do not comprise fi nancial instruments, deferred

tax assets, services after termination of employment and rights

arising from insurance policies.

2007 2008

Scheduled depreciation/amotization 29,476 33,709

Amortization on additional assets identifi ed on

acquisitions 14,701 14,355

Depreciation/amotization in consolidated schedules

of movement in assets (see sections 16 and 17) 44,177 48,064

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The information about the regions for fi nancial years 2007 and

2008 is shown in the table below. Income from third parties has

been allocated to the individual regions according to where the

relevant subsidiary’s head offi ce is located. Non-current assets

also include shares in associated companies.

Supplementary disclosures

The reconciliation of non-current assets to the consolidated

balance sheet is as follows:

The division of income from third parties according to groups of

comparable services corresponds to the above segment information

for the Custom Research, Retail and Technology and Media sectors.

As in the previous year, none of the sectors recorded income from

third parties in excess of 10% of consolidated sales with a single

client in the year under review.

38. Pro forma statements in accordance with ifrs 3

As a result of company acquisitions, the previous year’s fi gures are

not unreservedly comparable with the fi gures in the consolidated

fi nancial statements as of December 31, 2008. The following pro

forma statement in accordance with ifrs 3 is aimed at facilitating

comparability.

The pro forma statement in the table below shows the sales and

consolidated total income for 2008 under the assumption that all

major acquisitions in affi liated companies, which took place in the

fi nancial year, had already taken place on January 1, 2008. The

following transactions are taken into account in the pro forma

statement:

First-time consolidation of Bilesim Internasyonal Arastirma

Organizasyon Danismanlik ve Ticaret a.s., Istanbul, Turkey

First-time consolidation of Shopping Brasil Tecnologia da

Informação Ltda, Porto Alegre, Brazil

First-time consolidation of The Arbor Strategy Group, Inc,

Ann Arbor, Michigan, usa

First-time consolidation of Chart Track Limited, London, uk.

Income from third

parties

Non-current

assets

2007 2008 2007 2008

Germany 290,371 316,053 134,903 157,587

Western Europe/

Middle East/Africa 480,438 487,257 501,516 463,991

Central and

Eastern Europe 73,068 87,190 17,800 18,700

North America 240,678 219,706 322,871 333,964

Latin America 26,723 35,458 22,279 26,173

Asia and the Pacifi c 50,777 74,769 36,117 47,951

Group 1,162,055 1,220,433 1,035,486 1,048,366

39. Pending litigation and claims for compensation

At the end of January 2008, agreement was reached with the seller

of the former nop World companies regarding the amount which

will settle all disputed claims of the seller. The amount actually

agreed essentially confi rms the Management Board’s assessment

as of December 31, 2007.

No material disputes involving GfK se or one of its subsidiaries

were pending as of December 31, 2008.

40. Events after the balance sheet date

As of January 1, 2009, GfK acquired a 51% stake in market

researchers Etilize Inc. in the usa. Etilize will strengthen the

Group’s Encodex business, which is rooted in the Retail and

Technology sector. In February 2009, GfK acquired the majority

of the shares in the DmrKynetec Group, whose Custom Research

activities are mainly based in the uk and usa. In early March 2009,

GfK acquired the remaining 24% stake in the global ifr Group

from the minority shareholder. Previously, GfK’s shareholding

amounted to around 76%.

The transformation to change the form of the former GfK Aktien-

gesellschaft to a European company (Societas Europaea, se) was

entered in the commercial register on February 2, 2009.

At the beginning of March 2009, GfK se obtained a commitment

from a bank for a bridging loan facility worth eur 50 million in

connection with the placement of a further loan note.

There were no further events materially affecting the GfK Group

after the reporting date.

41. Amendments to ifrs standards and interpretations

First-time application of standards or interpretations

ifrs 8 (Operating Segments) changes segment reporting from

the risk and reward approach relating to segment identifi cation

under ias 14 to the management approach. Under this approach,

the decisive information is that regularly made available to the

chief operating decision maker for decision-making purposes.

At the same time, valuation of the segments is switched from the

fi nancial accounting approach under ias 14 to the management

approach. ifrs 8 was published in November 2006 and adopted

by the European Union in November 2007. Application of the

standard is mandatory for fi nancial years commencing on or after

January 1, 2009. Earlier application is permissible. The GfK Group

has applied ifrs 8 as of January 1, 2008. The relevant effects are

described in section 37.

ifric 11 (ifrs 2 – Group and Treasury Share Transactions), which

was published by the iasb in November 2006, deals with the issue

of how group share-based remuneration should be reported,

which are the effects of staff changes within a group and how

share-based payments should be treated when the company

issues its own shares or needs to acquire shares from a third

party. ifric 11 was adopted by the European Union in June 2007

and its application is mandatory for fi nancial years starting on or

after March 1, 2007. ifric 11 will have no material impact on the

consolidated fi nancial statements of the GfK Group.

2007 2008

Non-current assets 1,035,486 1,048,366

Other fi nancial assets 8,542 6,614

Deferred tax assets 44,255 30,048

Non-current assets according to the consolidated

balance sheet 1,088,283 1,085,028

2008 Difference

Actual Pro forma Absolute %

Sales 1,220,433 1,224,361 3,928 0.3

Consolidated total income 82,022 81,634 – 388 – 0.5

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ifric 14 (ias 19 The Limit on a Defi ned Benefi t Asset, Minimum

Funding Requirements and their Interaction), which was

published by the iasb in July 2007, provides an indication of how

the limit is to be set on net income which can be stated as an

asset. In addition, it explains the effects on valuation of assets

and provisions under defi ned benefi t plans on the basis of the

legal obligation to make a minimum contribution. The inter-

pretation was adopted by the European Union in December 2008

and its application is mandatory for fi nancial years commencing

on or after January 1, 2008. ifric 14 has no material impact on

the consolidated fi nancial statements of the GfK Group.

The amendments to ias 39 and ifrs 7 (Reclassifi cation of

Financial Instruments), which were published by the iasb in

October 2008, create the option of reclassifying non-derivative

fi nancial instruments from the category of fi nancial assets that

are recognized in income at fair value, provided that they were

not originally allocated to this category as a result of exercising

the fair value option, as well as from the category of fi nancial

assets available for sale. The standard was adopted by the

European Union in October 2008 and its application is mandatory

from July 1, 2008. In the period from July 1, 2008 to October 31,

2008, retrospective change in the accounting treatment in line

with the new regulations is possible. From November 1, 2008,

the regulations apply only for subsequent treatment. The

amendments to ias 39 and ifrs 7 will have no impact on the

GfK Group’s consolidated fi nancial statements.

Standards and interpretations adopted by the eu whose

application is not yet mandatory for fi nancial years starting

on January 1, 2008

As a result of the amendment to ias 23 (Borrowing Costs)

borrowing costs, which can directly be allocated to the acquisition,

construction or manufacturing of a qualifying asset, must be

capitalized. The previously applicable option relating to the

capitalization of borrowing costs has been withdrawn. The

amendment to ias 23 was published in March 2007 and adopted

by the European Union in December 2008. It must be applied

for the fi rst time to borrowing costs for qualifying assets whose

starting date for capitalization is on or after January 1, 2009.

However, earlier application is recommended. The amendments

to ias 23 have no impact on the consolidated fi nancial statements

of the GfK Group.

In January 2008, the iasb published the amendment to ifrs 2

(Share-based Payment: Vesting Conditions and Cancellations).

The amendment clarifi es that exercise conditions are only service

and goal fulfi llment conditions. As a result of the changes in the

defi nition of exercise conditions, non-exercise conditions are now

to be taken into account when measuring the fair value of the

equity instruments granted. The amendment to ifrs 2 was adopted

by the European Union in December 2008. The amendments must

be applied retrospectively to fi nancial years starting on or after

January 1, 2009. Earlier application is permissible. The amend-

ments to ifrs 2 will not result in material effects on the consoli-

dated fi nancial statements of the GfK Group.

ifric 13 (Customer Loyalty Programmes) deals with the treatment

and measurement of customer loyalty programs. According to

the interpretation, any rewards granted as part of customer loyalty

programs must be treated separately from the underlying trans-

action as a future sales transaction. ifric 13 was published in

June 2007 and adopted by the European Union in December 2008.

Application of the interpretation is mandatory for fi nancial years

starting on or after January 1, 2009. Earlier application is recom-

mended. ifric 13 will not result in a material impact on the con-

solidated fi nancial statements of the GfK Group.

The amendments to ias 1 (Presentation of Financial Statements:

A revised Presentation) are intended to make it easier for users

to analyze and compare fi nancial statements. Under this, all non-

equity holder related changes must be shown in one single

statement of comprehensive income or in two separate reporting

components with an income statement fi rst extracted from the

statement of comprehensive income. The corresponding income

tax effect is to be shown for the individual components of other

comprehensive income. The amendments to ias 1 were published

in September 2007 and adopted by the European Union in

December 2008. Application of the new version of ias 1 is

mandatory for fi nancial years starting on or after January 1, 2009.

The GfK Group will adjust the presentation of the income statement

and changes in equity in line with the new regulations of ias 1 from

fi nancial year 2009 onwards.

In February 2008, in a document entitled “Puttable Financial

Instruments and Obligations Arising on Liquidation”, the iasb

published the amendments to ias 32 (Financial Instruments:

Presentation) and ias 1 (Presentation of Financial Statements).

The amendments refer essentially to questions relating to the

demarcation between equity and liabilities. In particular, the

revision now permits, under certain circumstances, the option

of classifying puttable instruments as equity. The amendments

to ias 32 and ias 1 were adopted by the European Union in January

2009. The amendments are to be applied to fi nancial years starting

on or after January 1, 2009. The amendments to ias 32 will have

no material impact on the consolidated fi nancial statements of the

GfK Group.

In a document entitled “Cost of an Investment in a Subsidiary,

Jointly Controlled Entity or Associate”, the iasb published the

amendments to ifrs 1 (First-time Adoption of International

Financial Reporting Standards) and ias 27 (Consolidated and

Separate Financial Statements) in May 2008. The changes enable

companies to determine the cost of acquisition of a participation

either in the amount of the fair value or carrying value in accordance

with the previously applied national accounting standards upon

fi rst-time application of the ifrs in their ifrs company fi nancial

statements. The amendments to ifrs 1 and ias 27 were adopted

by the European Union in January 2009. The changes must be

applied for fi nancial years starting on or after January 1, 2009.

Earlier application is permissible. The amendments to ifrs 1 and

ias 27 will have no impact on the consolidated fi nancial statements

of the GfK Group.

In May 2008, the iasb published the Improvements to ifrss as part

of its fi rst annual improvements project, which change a number

of ifrs standards. The aim is to adjust the wording of individual

ifrss, in order to clarify existing regulations and remove any

inconsistencies between individual standards. The amendments

were adopted by the European Union in January 2009. Unless

regulated separately in the relevant standard, the Improvements

to ifrss, are to be applied to fi nancial years starting on or after

January 1, 2009. Earlier application is permissible. The changes

will have no material impact on the consolidated fi nancial state-

ments of the GfK Group.

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Standards or interpretations resolved by the iasb but not yet

adopted by the eu

Through the publication of the revised version of ifrs 3 (Business

Combinations) and the amendments to ias 27 (Consolidated and

Separate Financial Statements) in January 2008, the iasb completed

the second phase of the Business Combinations project. The main

changes include the accounting treatment of minority interests

and the remeasurement, through profi t or loss, of already existing

shares at the time control was gained for successive company

acquisitions. Changes in the participation quota without loss of

control are to be recorded solely as equity transactions. In future,

acquisition-related incidental costs are to be recognized as expenses.

For possible adjustments to acquisition costs, as a result of future

events which are to be recognized as liabilities at the time of

acquisition, no adjustment to goodwill in subsequent valuation is

possible. The amendments to ifrs 3 and ias 27 must be applied in

fi nancial years commencing on or after July 1, 2009, whereby early

application is permitted. However, early application of one of the

two standards is contingent on the simultaneous early application

of the respective other standard. Adoption by the European Union

is currently outstanding. These amendments result, in particular,

in changes to liabilities from earn-outs and rights of minority share-

holders to make delivery (put options and bonds), which were

previously recognized directly in equity, now being charged to the

income statement of the consolidated fi nancial statements for the

GfK Group. Incidental acquisition costs in connection with business

combinations will also be recognized as expense in future.

In November 2008, the iasb published a revised version of ifrs 1

(First Time Adoption of ifrs), which replaced the existing ifrs 1

and is aimed at clarifying the content of the standard and making

it easier to apply. The changes relate exclusively to the format of

ifrs 1. The standard is to be applied for companies which prepare

fi nancial statements in accordance with ifrs for the fi rst time from

January 1, 2009 onwards. Earlier application is permitted.

Adoption by the European Union is currently outstanding. The

amendments will have no impact on the consolidated fi nancial

statements of the GfK Group.

In November 2006, the iasb published ifric 12 (Service Concession

Arrangements), which addresses accounting for infrastructure

services by private companies. Application of the interpretation is

mandatory for fi nancial years starting on or after January 1, 2008.

Earlier application is permitted. Adoption by the European Union

is currently outstanding. The amendments will have no impact on

the consolidated fi nancial statements of the GfK Group.

In July 2008, the iasb published ifric 15 (Agreements for the

Construction of Real Estate), which focuses on accounting at

companies that develop property and acquire units off-plan in this

capacity, i.e. prior to their completion. The interpretation defi nes

criteria, which specify that income must be recognized according

to either ias 1 or ias 18. Retrospective application of ifric 15 is

mandatory for the fi rst time for fi nancial years starting on or after

January 1, 2009. Earlier application is permitted. Adoption by the

European Union is currently outstanding. The changes will have no

impact on the consolidated fi nancial statements of the GfK Group.

Supplement disclosures

In July 2008, the iasb published ifric 16 (Hedges of a Net Invest-

ment in a Foreign Operation), which clarifi es issues relating to

the accounting of hedges against exchange rate risks within a

company and its international business operations in accordance

with the regulations in ias 21 and ias 39. The fi rst-time application

of ifric 16 is mandatory in fi nancial years starting on or after

October 1, 2008. Earlier application is permitted. Adoption by the

European Union is currently outstanding. The changes will have

no material impact on the consolidated fi nancial statements of the

GfK Group.

In November 2008, the iasb published ifric 17 (Distributions of

Non-cash Assets to Owners). The interpretation regulates how

a company should measure other assets as cash equivalents

(non-cash assets) when such assets are transferred to shareholders

as profi t distribution. Application of ifric 17 is mandatory for

fi nancial years starting on or after July 1, 2009. Earlier application

is permitted. Adoption by the European Union is currently

outstanding. The changes will have no impact on the consolidated

fi nancial statements of the GfK Group.

In January 2009, the iasb published ifric 18 (Transfers of Assets

from Customers), which provides additional hints on accounting for

transfers of assets from customers and which is particularly

relevant to the energy sector. The requirements of ifrs standards

on agreements are clarifi ed, under which a company receives

property, plant or equipment from a customer, which the company

must then use to either connect the customer to a grid or provide

the customer with permanent access to the supply of goods or

services. ifric 18 is to be applied to future transfers of assets from

customers, which are carried out on or after July 1, 2009. Earlier

application is permitted, subject to specifi c conditions. Adoption

by the European Union is currently outstanding. The changes

will have no impact on the consolidated fi nancial statements of

the GfK Group.

In July 2008, iasb published the amendment to ias 39 (Financial

Instruments: Recognition and Measurement: Eligible Hedge

Items). According to the existing regulations, companies may

comprehensively include the risk relating to an underlying

transaction in a hedge, or include specifi c risks only. In order

to simplify application of the unchanged basic principles, the

principles have been supplemented in terms of defi ning infl ation

risks as an underlying transaction and defi ning the unilateral

risk inherent in an underlying transaction. The amendment is to

be applied for fi nancial years starting on or after July 1, 2009.

Earlier application is permissible. Adoption by the European

Union is currently outstanding. The changes will have no material

impact on the consolidated fi nancial statements of the GfK Group.

In November 2008, the iasb published a revised version entitled

“Reclassifi cation of Financial Assets: Effective Date and Transition”

of the amendments to ias 39 (Financial Instruments: Recognition

and Measurements) and ifrs 7 (Financial Instruments: Disclosures)

published on October 13, 2008, which relate to the reclassifi cation

of certain fi nancial instruments. The motivation for these latest

changes is to clarify the date of application. Adoption by the

European Union is currently outstanding. The changes will have

no material impact on the consolidated fi nancial statements of the

GfK Group.

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In March 2009, the iasb published amendments to ifrs 7 (Impro-

ving Disclosures about Financial Instruments – Amendments to

ifrs 7). Information about determining the fair value is specifi ed

to the extent that an overview in table format has been introduced

for each class of fi nancial instruments on the basis of the three-tier

fair value hierarchy, as described in us gaap Standard sfas 157,

and the scope of the disclosure requirement has been expanded.

In addition, the information about liquidity risks is clarifi ed and

extended. The amendments must be applied for fi nancial years

starting on or after January 1, 2009. Earlier application is permit-

ted. Adoption by the European Union is currently outstanding.

The changes result in additional disclosures being provided in the

Notes to the consolidated fi nancial statements of the GfK Group.

42. Supplementary disclosures

Auditors’ service fee

In 2008, the expenses for the fee for the auditors of GfK se

amounted to eur 1,127 thousand (2007: eur 1,120 thousand) and

also included the auditors’ service fee for the fi nancial statements

of the English subsidiaries audited by the auditors of GfK se

and since 2008 also of the Spanish and Swiss subsidiaries. The

fee comprises the auditing of the annual fi nancial statements of

GfK se in accordance with the German Commercial Code (hgb),

the Group reporting package in accordance with ifrs and the

consolidated fi nancial statements in accordance with ifrs. In

addition, the auditors’ service fee includes the audited fi nancial

statements of the German, English, Spanish and Swiss subsidiaries

in accordance with national legislation as well as the ifrs reporting

package.

The cost of tax advice from the auditors in Germany, England,

Spain and Switzerland was eur 514 thousand (2007: eur 413

thousand) and eur 3,779 thousand (2007: eur 86 thousand) for

other services provided by the auditors. Other services related, in

particular, to consultancy in connection with the planned merger

with Taylor Nelson Sofres plc, London, uk, which was not

implemented.

Exemption of subsidiaries from the obligation to prepare

fi nancial statements

Pursuant to Section 264 (3) of the German Commercial Code (hgb),

GfK Retail and Technology GmbH, Nuremberg, and GfK GeoMarketing

GmbH, Bruchsal, are exempt from preparing, having audited and

disclosing annual fi nancial statements and a management report in

accordance with the provisions for joint stock companies pursuant

to Sections 264 ff. hgb.

Number of staff

In the year under review, 9,539 (2007: 8,655) staff were employed

on average. The annual average number of staff was determined

on the basis of full-time employees. The average was calculated

using the key dates of March 31, June 30, September 30 and

December 31.

The allocation of staff to segment is shown in the table below.

Total remuneration and shares of the Management Board and

Supervisory Board

Information about the remuneration of the Management Board and

the Supervisory Board and their shareholdings is shown in the

tables and explanations in the remuneration report on page 14f. of

the Corporate Governance report.

There were no loans and advances to members of the Management

Board and Supervisory Board.

2007 2008

Custom Research 5,387 5,789

Retail and Technology 2,223 2,629

Media 526 564

Other 364 401

8,500 9,383

Managing Directors/Management Board members 93 93

Trainees 62 63

Full-time employees 8,655 9,539

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Dr. Arno Mahlert

Chairman (since September 26, 2008)

Deputy Chairman (until September 26, 2008)

Chairman of the Management Board of maxingvest ag, Hamburg

Seats held on other supervisory boards and comparable

supervisory bodies:

� Tchibo GmbH, Hamburg (Chairman)

� Springer Science + Business Media s.a.,

Luxembourg, Luxembourg (Chairman)

� Saarbrücker Zeitung GmbH,

Saarbrücken (Deputy Chairman)

� Beiersdorf ag, Hamburg (Deputy Chairman)

Hajo Riesenbeck (until September 26, 2008)

Chairman

Stefan Pfander

Deputy Chairman (since September 26, 2008)

Business Consultant

Seats held on other supervisory boards and comparable

supervisory bodies:

� icga, Brussels, Belgium (Chairman)

� Sweet Global Network e.V., Munich

(Deputy Chairman)

� Barry Callebaut ag, Zurich, Switzerland

� Beiersdorf ag, Hamburg

� Tchibo GmbH, Hamburg

Dr. Christoph Achenbach

Managing Director and Partner, Intes Gruppe, Bonn

Seats held on other supervisory boards and comparable

supervisory bodies:

� SinnLeffers GmbH, Hagen

Dr. Wolfgang C. Berndt

Non-Executive Director

Seats held on other supervisory boards and comparable

supervisory bodies:

� Cadbury Schweppes plc, London, uk

� Lloyds tsb Bank plc, London, uk

� Lloyds tsb Group plc, London, uk

� miba ag, Laakirchen, Austria

� miba Beteiligungs ag, Laakirchen, Austria

� Bank of Scotland plc, Edinburgh, Scotland

� hbos plc, Edinburgh, Scotland

Kerstin Döpfert (until February 2, 2009)

Independent Works’ Council representative at GfK se,

Nuremberg

Sandra Hofstetter (until February 2, 2009)

Independent Works’ Council representative at GfK se,

Nuremberg

Supervisory Board

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Supervisory Board

Stephan Lindeman (since February 2, 2009)

Director Retail, Intomart GfK b.v., Hilversum, Netherlands

Shani Orchard (since February 2, 2009)

Director Human Resources, GfK Retail and Technology uk Ltd,

West Byfleet/Surrey, uk

Jürgen Schreiber

ceo and President, Shoppers Drug Mart, Toronto, Canada

Dieter Wilbois

Independent Works’ Council representative (Chairman of the

Works’ Council and Group Works’ Council) at GfK se, Nuremberg

Dr. Raimund Wildner (since January 8, 2009)

Managing Vice-President of GfK-nürnberg Gesellschaft für

Konsum-, Markt- und Absatzforschung e.V., Berlin

Seats held on other supervisory boards and comparable

supervisory bodies:

� cams Center of Applied Marketing Science GmbH, Merseburg

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Professor Dr. Klaus L. Wübbenhorst

Chief Executive Officer (ceo)

Responsible for the GfK Group’s strategy, strategic executive

development, it strategy, contact with executive bodies

and non-operating participations as well as the Research and

Development and Corporate Communications departments

Seats held on supervisory boards and comparable

supervisory bodies:

� bu Holding GmbH & Co. kg, Nuremberg (Chairman)

� ergo Versicherungsgruppe ag, Dusseldorf

Christian Weller von Ahlefeld

Chief Financial Officer (cfo)

Responsible for Financial Services, Human Resources

and Central Services

Seats held on supervisory boards and comparable

supervisory bodies:

� Brauns Heitmann GmbH & Co. kg, Warburg

Petra Heinlein

Chief Operation Officer (coo)

Responsible in the Custom Research sector, for example,

for the segments Financial Services and Consumer and Retail

Dr. Gérard Hermet

Chief Operation Officer (coo)

Responsible for the Retail and Technology sector

Seats held on supervisory boards and comparable

supervisory bodies:

� npd Intelect, l.l.c., New York, New York, usa

Debra A. Pruent

Chief Operation Officer (coo)

Responsible in the Custom Research sector for the segments

Automotive and Business and Technology

Wilhelm R. Wessels

Chief Operation Officer (coo)

Responsible for the Media sector and in the Custom Research

sector for the segments Consumer Tracking and HealthCare

Seats held on supervisory boards and comparable

supervisory bodies:

� Leoni ag, Nuremberg

� TriStyle Mode GmbH & Co. kg, Fürth

� staedtler Stiftung, Nuremberg

� staedtler Noris GmbH, Nuremberg

Management Board

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Declaration on the German Corporate Governance Code

The declaration prescribed by Section 161 of the German Stock

Corporation Act has been issued by the Management Board

and the Supervisory Board and made permanently available to

shareholders.

Release for publication

The Management Board of GfK se released the consolidated

financial statements for passing on to the Supervisory Board

on March 12, 2009. It is the duty of the Supervisory Board

to check the consolidated financial statements and to declare

whether it approves the consolidated financial statements.

Responsibility statement

To the best of our knowledge, and in accordance with the

applicable reporting principles, the consolidated financial state-

ments give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Group, and the management

report of the Group includes a fair review of the development

and performance of the business and the position of the Group,

together with a description of the principal opportunities and

risks associated with the expected development of the Group.

Nuremberg, March 12, 2009

Declaration on the German Corporate Governance Code

Prof. Dr. Klaus L. Wübbenhorst

Christian Weller von Ahlefeld

Petra Heinlein

Dr. Gérard Hermet

Debra A. Pruent

Wilhelm R. Wessels

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Company name and registered offi ce

Share in the capital

in %

Financial

year

Equity

(eur‘000)

Affi liated companies (Germany) included in the consolidated fi nancial

statements (details according to hgb commercial balance sheet i)

encodex International GmbH, Nuremberg 95.00 2008 – 311)

enigma GfK Medien- und Marketingforschung GmbH, Wiesbaden 100.00 2008 6141)

GfK GeoMarketing GmbH, Bruchsal 100.00 2008 5471)

GfK North America Holding GmbH, Nuremberg 100.00 2008 179,4931)

GfK North America Investment GmbH, Nuremberg 100.003) 2008 210,6521)

GfK Retail and Technology GmbH, Nuremberg 95.00 2008 134,8421)

ifr Deutschland GmbH, Düsseldorf 100.003) 2008 – 1,8442)

media control GfK international GmbH, Baden-Baden 70.004) 2008 2,4372)

Media Markt Analysen GmbH & Co. kg, Frankfurt/Main 100.00 2008 232

Modata GmbH, Berlin 100.003) 2008 1662)

Affi liated companies (abroad) included in the consolidated fi nancial statements

(details according to ifrs commercial balance sheet ii)

Adimark Investigaciones de Mercado Ltda., Providencia, Santiago, Chile 99.003) 2008 1,881

Adimark s.a., Providencia, Santiago, Chile 65.90 2008 205

afi Investments ulc, London, uk 100.003) 2008 219

Barterstore ulc, London, uk 100.003) 2008 4,407

Beijing Sino Market Research Co., Ltd., Beijing, China 100.003) 2008 306

Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s.,

Istanbul, Turkey 100.003) 2008 246

Chart Track Limited, London, uk 55.003) 2008 185

China Market Monitor Co., Ltd., Beijing, China 100.003) 2008 741

Collect Investigaciones de Mercado s.a., Providencia, Santiago, Chile 100.003) 2008 323

Corporación Empresarial asa sa de cv, Mexico City, Mexico 51.003) 2008 85

Dealtalk Limited, London, uk 100.003) 2008 2,720

Encodex Japan k.k., Osaka, Japan 63.003) 2008 427

GfK - Centar za istrazivanje trzista d.o.o., Zagreb, Croatia 100.003) 2008 680

GfK (u.k.) Ltd., West Byfl eet/Surrey, uk 100.003) 2008 5,145

GfK Arastirma Hizmetleri a.s., Istanbul, Turkey 100.00 2008 3,330

GfK arbor, llc, Media, Pennsylvania, usa 100.003) 2008 41,397

GfK Asia Pte Ltd., Singapore, Singapore 89.503) 2008 11,157

GfK Audimetrie n.v., Brussels, Belgium 100.003) 2008 2,557

GfK Austria GmbH, Vienna, Austria 94.803) 2008 11,527

GfK Automotive, llc, Southfi eld, Michigan, usa 100.003) 2008 30,447

GfK Belgrade d.o.o., Belgrade, Serbia 100.003) 2008 385

GfK bh d.o.o., Sarajevo, Bosnia and Herzegovina 100.00 3) 2008 118

GfK Blue Moon Quantitative Research Pty. Limited, St Leonards, Australia 100.003) 2008 313

GfK Blue Moon Research and Planning Pty. Limited, St Leonards, Australia 100.003) 2008 586

GfK Custom Research Australia Holding Pty. Limited, Sydney, Australia 100.00 2008 1,286

GfK Custom Research Beijing Co., Ltd., Beijing, China 66.00 2008 852

gfk custom research france sarl, Rueil-Malmaison, France 100.00 2008 5,673

GfK Custom Research, llc, New York, New York, usa 100.003) 2008 – 19,750

GfK Danmark a/s, Frederiksberg, Denmark 100.00 2008 632

GfK Daphne Communication Management b.v., Amstelveen, Netherlands 100.003) 2008 – 275

Shareholdings of the GfK GroupAs of December 31, 2008

1) Profit and loss transfer agreement

2) Details according to commercial balance sheet II

3) Full indirect shareholding

4) Partially indirect shareholding

5) Details not available

6) Details as per provisional financial statements

drawn up under national law

7) Newly established in 2008

8) In liquidation

9) Stub period

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gfk emer Ad Hoc Research, s.l., Valencia, Spain 50.10 2008 4,483

GfK Equity Research Inc., Boston, Massachusetts, usa 100.003) 2008 1,153

GfK Eurisko S.r.l., Milan, Italy 100.003) 2008 – 18,656

GfK HealthCare Asia Pte Ltd., Singapore, Singapore 100.00 2008 2,035

GfK Healthcare Holding, Inc., Wilmington, Delaware, usa 100.003) 2008 25

gfk hellas e.p.e., Athens, Greece 99.50 2008 870

gfk holding mexico, s.a. de c.v., Mexico City, Mexico 100.00 2008 707

GfK Holding, Inc., Wilmington, usa 100.003) 2008 169,415

GfK Hungária Piackutató Kft., Budapest, Hungary 100.003) 2008 1,943

GfK Immobilier Société à responsabilité limitée, Rueil-Malmaison, France 100.003) 2008 203

GfK Indicator Ltda., São Paulo, Brazil 95.00 2008 2,196

GfK Kleiman Sygnos s.a., Buenos Aires, Argentina 80.00 2008 320

gfk latinoamerica holding, s.l., Valencia, Spain 51.003) 2008 11

GfK Malta Holding Limited, Portomaso, Malta 100.00 2008 236,571

GfK Malta Services Limited, Portomaso, Malta 100.003) 2008 135,959

GfK Market Consulting (Beijing) Co. Ltd., Beijing, China 99.003) 2008 787

GfK Market Consulting (China) Co. Ltd., Shanghai, China 100.003) 2008 18,946

GfK Marketing Service Chile Limitada, Santiago, Chile 100.003) 2008 335

GfK Marketing Services (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia 100.003) 2008 562

GfK Marketing Services (Thailand) Limited, Bangkok, Thailand 100.003) 2008 82

GfK Marketing Services España, s.a., Valencia, Spain 50.103) 2008 11,105

GfK Marketing Services France sas, Rueil-Malmaison, France 100.003) 2008 7,029

GfK Marketing Services Hong Kong Limited, Hong Kong, China 89.503) 2008 174

GfK Marketing Services Indonesia, pt, Jakarta, Indonesia 100.003) 2008 69

GfK Marketing Services Italia S.r.l., Milan, Italy 100.003) 2008 5,869

GfK Marketing Services Japan k.k., Tokyo, Japan 84.203) 2008 7,519

GfK Marketing Services Korea Limited, Seoul, Korea 100.003) 2008 518

GfK Marketing Services Ltd., Hong Kong, China 100.003) 2008 1,609

GfK marketing services ltda., São Paulo, Brazil 95.003) 2008 937

GfK Marketing Services South Africa (Proprietary), Sandton, South Africa 100.003) 2008 204

GfK Mode Pvt Ltd, Kolkata, India 51.003) 2008 1,011

GfK Mystery Shopping Services Ltd., London, uk 100.003) 2008 – 2

GfK nop Field Interviewing Services Limited, London, uk 100.003) 2008 – 11

GfK nop Field Marketing Services Limited, London, uk 100.003) 2008 – 2

GfK nop Limited, London, uk 100.003) 2008 50,289

GfK nop Mystery Shopping Services Limited, London, uk 100.003) 2008 – 3

GfK nop Services Limited, London, uk 100.003) 2008 – 6

GfK nop Telephone Interviewing Services Limited, London, uk 100.003) 2008 – 10

GfK nop u.k. Holding Limited, London, uk 100.003) 2008 29,686

GfK Norge a/s, Oslo, Norway 100.00 2008 506

GfK Optics Japan kk, Tokyo, Japan 100.00 2008 242

GfK Panelservices Benelux b.v., Dongen, Netherlands 100.003) 2008 16,055

GfK Panelservices Benelux Holding b.v., Dongen, Netherlands 100.003) 2008 809

GfK Polonia Sp. z o.o., Warsaw, Poland 100.003) 2008 2,315

GfK portugal – Marketing Services, Limitada, Lisbon, Portugal 80.003) 2008 2,407

GfK Research Dynamics, Inc., Mississauga, Canada 100.00 2008 671

GfK Research Matters ag, Basel, Switzerland 100.00 2008 697

GfK Retail and Technology Benelux b.v., Amstelveen, Netherlands 100.003) 2008 7,007

GfK Retail and Technology uk Ltd., West Byfl eet/Surrey, uk 100.003) 2008 8,979

GfK Retail and Technology, Australia Pty. Ltd., Sydney, Australia 100.003) 2008 3,650

GfK Romania-Institut de Cercetare de Piata Srl, Bucharest, Romania 100.003) 2008 991

Company name and registered offi ce

Share in the capital

in %

Financial

year

Equity

(eur‘000)

1) Profit and loss transfer agreement

2) Details according to commercial balance sheet II

3) Full indirect shareholding

4) Partially indirect shareholding

5) Details not available

6) Details as per provisional financial statements

drawn up under national law

7) Newly established in 2008

8) In liquidation

9) Stub period

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Shareholdings of the GfK Group

GfK Slovakia Inštitút pre prieskum trhu s r.o., Bratislava, Slovakia 100.003) 2008 190

gfk slovenija, tržne raziskave d.o.o., Ljubljana, Slovenia 100.003) 2008 300

GfK Sverige Aktiebolag, Lund, Sweden 100.00 2008 1,472

GfK Switzerland ag, Hergiswil, Switzerland 100.00 2008 34,371

GfK Telecontrol ag, Hergiswil, Switzerland 100.003) 2008 7,126

GfK Trustmark ag, Zollikon, Switzerland 100.003) 2008 169

GfK u.s. Healthcare Companies lp, East Hanover, New Jersey, usa 100.003) 2008 – 509

GfK uk Entertainments Ltd., London, uk 70.007) 2008 – 859)

GfK Ukraine, Kiev, Ukraine 100.003) 2008 845

GfK us Holdings, Inc., Wilmington, Delaware, usa 100.003) 2008 92,626

GfK v2, llc, Blue Bell, Pennsylvania, usa 100.003) 2008 – 839

GfK-Bulgaria, Institut für Marktforschung EGmbH, Sofi a, Bulgaria 100.003) 2008 506

GfK-Memrb Marketing Services fz-llc, Dubai, United Arab Emirates 100.003) 2008 2,198

GfK-memrb Marketing Services Limited, Nicosia, Cyprus 60.003) 2008 372

GfK-Praha, spol s r.o., Prague, Czech Republic 100.003) 2008 1,050

GfK-rus Gesellschaft mbH, Moskow, Russia 100.003) 2008 3,492

ifr Europe Ltd., London, uk 93.013) 2008 1,640

ifr France s.a., Rueil-Malmaison, France 99.973) 2008 844

ifr Italia S.r.L., Milan, Italy 93.013) 2008 222

ifr Marketing España s.a., Madrid, Spain 93.013) 2008 390

ifr Monitoring Canada Inc., Niagara Falls, Canada 100.003) 2008 106

ifr Monitoring usa Inc., Niagara Falls, New York, usa 100.003) 2008 380

incoma Research, s.r.o., Prague, Czech Republic 75.003) 2008 262

Informark Pty. Ltd., Braddon, Australia 100.003) 2008 75

Institut de Sondages Lavialle (isl) s.a., Issy les Moulineaux, France 82.703) 2008 2,323

Institut Français de Recherche-i.f.r. s.a., Rueil-Malmaison, France 75.79 2008 14,129

Interactive Research Limited, London, uk 100.003) 2008 – 589

intercampus-recolha, tratamento e distribuição

de informação, Limitada, Lisbon, Portugal 50.103) 2008 1,204

Intomart GfK b.v., Hilversum, Netherlands 100.003) 2008 12,534

Intomart GfK Group b.v., Hilversum, Netherlands 100.003) 2008 – 2,347

Jan Schipper Compagnie b.v., Bussum, Netherlands 100.003) 2008 289

Mediamark Research & Intelligence, llc, New York, New York, usa 100.003) 2008 17,357

merc Analistas de Mercados s.a. de c.v., Mexico City, Mexico 51.003) 2008 3,771

metris-métodos de recolha e investigação social, lda, Lisbon, Portugal 51.003) 2008 994

mil Research Group Limited, London, uk 100.003) 2008 509

National Opinion Polls Limited, London, uk 100.003) 2008 2,393

nop World Limited, London, uk 100.003) 2008 43,373

Numbers Services Limited, London, uk 100.003) 2008 845

Orange Interactive Research ab, Stockholm, Sweden 100.003) 2008 1,397

Oz Toys Marketing Services Pty. Ltd., Sydney, Australia 51.003) 2008 – 97

Roperasw Europe Limited, Leatherhead/Surrey, uk 100.003) 2008 3,381

Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil 51.003) 2008 1,088

Signifi cant GfK bvba, Heverlee, Belgium 100.003) 2008 3,173

Telecontrol Bulgaria – Switzerland ag, Hergiswil, Switzerland 100.003) 2008 – 1,093

The Arbor Strategy Group, Inc., Ann Arbor, Michigan, usa 100.003) 2008 – 442

Affi liated companies (Germany) not included in the consolidated fi nancial statements

(details according to hgb commercial balance sheet i)

dm-plus Direktmarketing GmbH, Nuremberg 100.003), 8) 2008 56

GfK Vierte Vermögensverwaltungs GmbH, Nuremberg 100.00 2008 251)

Company name and registered offi ce

Share in the capital

in %

Financial

year

Equity

(eur‘000)

1) Profit and loss transfer agreement

2) Details according to commercial balance sheet II

3) Full indirect shareholding

4) Partially indirect shareholding

5) Details not available

6) Details as per provisional financial statements

drawn up under national law

7) Newly established in 2008

8) In liquidation

9) Stub period

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GfK Fünfte Vermögensverwaltungs GmbH, Nuremberg 100.00 2008 22

GfK Sechste Vermögensverwaltungs GmbH, Nuremberg 100.007) 2008 239)

GfK Siebte Vermögensverwaltungs GmbH i.Gr., Nuremberg 100.007) 2008 249)

Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 100.00 2008 29

mil Handels- und Investitions GmbH, Nuremberg 100.003) 2008 392

Affi liated companies (abroad) not included in the consolidated fi nancial statements

Adfi nders b.v., Hoofddorp, Netherlands 100.003) 2008 – 6546)

bdi Research Limited, London, uk 100.003) 2008 0

bem Limited, London, uk 100.003) 2008 0

bwv Holding ag, St. Gallen, Switzerland 100.003) 2008 – 1,2346)

caticall - recolha de informação assistida por computador, lda., Lisbon, Portugal 100.003) 2008 10

dragon eye Ltd., Hergiswil, Switzerland 100.003) 2008 – 281

Eurisko nopWorld rom s.r.l., Iasi, Romania 100.003) 2008 – 15

GeoAdimark s.a., Providencia, Santiago, Chile 100.003) 2008 93

GfK Albania, Tirana, Albania 100.003), 7) 2008 209)

GfK Audience Research Bulgaria ag, Sofi a, Bulgaria 100.003) 2008 – 6176)

GfK Custom Research Baltic, Riga, Latvia 51.003) 2008 – 3776)

GfK Custom Research Development and Training Center eig , Brussels, Belgium 81.004) 2008 06)

GfK Custom Research Latam Holding, s.l., Valencia, Spain 95.00 2008 23

gfk Egypt ltd, Cairo, Egypt 74.003) 2008 799

GfK Kasachstan too, Almaty, Kazakhstan 100.003) 2008 586)

GfK m2 GmbH, Hergiswil, Switzerland 70.00 2008 – 363

GfK Marketing Services Argentina s.a., Buenos Aires, Argentina 95.103) 2008 252

GfK Marketing Services Baltic sia, Riga, Latvia 100.003) 2008 299

GfK Marketing Services Eastern Europe Holding spol. z o. o., Warsaw, Poland 100.003) 2008 – 86)

GfK Marketing Services Taiwan Ltd, Taipei City, Taiwan, China 100.003), 7) 2008 496), 9)

GfK Marknadsundersökning Sverige ab, Lund, Sweden 100.003) 2008 235

GfK Martin Hamblin Inc., Hartford, Connecticut, usa 100.008) 2008 49

GfK Martin Hamblin Limited, London, uk 100.008) 2008 06)

GfK Mediacontrol Latina s.l., Valencia, Spain 53.457) 2008 279)

GfK memrb Marketing Services Maroc, Casablanca, Morocco 100.003) 2008 63

GfK Retail & Technology Ltd., Ramat Gan, Israel 98.003) 2008 – 743

gfk Skopje ltd Skopje, Skopje, Macedonia 51.003) 2008 191

GfK Stratégie et développement Groupement d‘intérêt Economique,

Rueil-Malmaison, France 100.003) 2008 116

GfK-Media Research Middle East sa, Hergiswil, Switzerland 67.003) 2008 32

GfK-memrb Marketing Services Nigeria Limited, Lagos, Nigeria 100.003), 7) 2008 09)

ifr Asia Co. Ltd., Beijing, China 100.003) 2008 194

ifr Central Europe Market Research llc, Budapest, Hungary 100.003) 2008 170

ifr Field sarl, Rueil-Malmaison, France 100.003) 2008 51

ifr Nederland b.v., Amsterdam, Netherlands 100.003) 2008 56

ifr Polska Sp. z o.o., Warsaw, Poland 100.003) 2008 24

ifr rus Limited, Moskow, Russia 99.003) 2008 5

ifr South America, sa, Buenos Aires, Argentina 51.003) 2008 252

ifr u.k. Ltd., London, uk 93.013) 2008 80

intercampus estudos de mercado, lda, Maputo, Mozambique 80.003) 2008 37

Intomart DataCall b.v., Hilversum, Netherlands 100.003) 2008 – 337

Media Control ag, Zurich, Switzerland 100.003) 2008 186

Media Control Marketing Research España, s.l., Madrid, Spain 100.003) 2008 136

merc Analistas de Mercados c.a., Caracas, Venezuela 100.003) 2008 3936)

Company name and registered offi ce

Share in the capital

in %

Financial

year

Equity

(eur‘000)

1) Profit and loss transfer agreement

2) Details according to commercial balance sheet II

3) Full indirect shareholding

4) Partially indirect shareholding

5) Details not available

6) Details as per provisional financial statements

drawn up under national law

7) Newly established in 2008

8) In liquidation

9) Stub period

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1) Profit and loss transfer agreement

2) Details according to commercial balance sheet II

3) Full indirect shareholding

4) Partially indirect shareholding

5) Details not available

6) Details as per provisional financial statements

drawn up under national law

7) Newly established in 2008

8) In liquidation

9) Stub period

Shareholdings of the GfK Group

nop Market Research Limited, London, uk 100.003), 8) 2008 0

nopw Limited, London, uk 100.003) 2008 1

Server s.a., Providencia, Santiago, Chile 100.003) 2008 – 18

Associated companies (Germany) (details according to hgb commercial balance sheet i)

Ernst und GfK Grundstücksgesellschaft, Nuremberg 50.00 2008 6192)

Infotab Research GmbH, Munich 20.003) 2008 326)

Associated companies (abroad)

agb Nielsen, medijske raziskave, d.o.o., Ljubljana, Slovenia 21.003) 2008 6596)

Bureau voor Reclame Statistiek Hoofddorp b.v., Hoofddorp, Netherlands 49.003), 8) 2008 – 306)

Common Technology Centre eeig, London, uk 25.003) 2008 5)

Consumer Zoom sas, Rueil-Malmaison, France 30.004) 2008 – 4192)

DmrKynetec Group Limited, St Peter Port, Guernsey, uk 26.00 2008 21,423

Europanel Raw Database gie, Brussels, Belgium 50.004) 2008 5)

ggc-nop Limited, London, uk 25.003) 2008 66)

i + g Infratest Medical Research Inc., Rhode Island, usa 50.008) 2008 5)

MarketingScan snc, Rueil-Malmaison, France 50.00 2008 2,9582)

Media Focus (arge), Hergiswil, Switzerland 50.003) 2007/2008 4982)

mrc-Mode Pvt. Limited, Dhaka, Bangladesh 36.003) 2007/2008 16)

npd Intelect, l.l.c., Port Washington, New York, usa 25.003) 2007/2008 33,7922)

org-GfK Marketing Services (India) Private Limited, Mumbai, India 40.003) 2007/2008 2852)

Phononet ag, Zurich, Switzerland 20.003) 2008 5)

Sports Tracking Europe b.v., Amstelveen, Netherlands 25.00 2007/2008 – 6352)

St. Mamet Saisie Informatique (smsi) s.a.r.l., St Mamet la Salvetat, France 20.403) 2008 6902)

Starch Research Services Limited, Toronto, Ontario, Canada 20.003) 2007/2008 416)

Other participations (Germany)

tmc Thomson Media Control GmbH & Co. kg, Baden-Baden 5.00 2008 – 74

Other participations (abroad)

iri Infoscan Ltd., Maidenhead/Berkshire, uk 5.804) 2008 5)

Qosmos sa, Amiens, France 7.80 2008 6,1846)

Company name and registered offi ce

Share in the capital

in %

Financial

year

Equity

(eur‘000)

KO

NZ

ER

NA

BS

CH

LU

SS

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We have audited the consolidated financial statements prepared

by the GfK se, Nuremberg, comprising the balance sheet, the

income statement, statement of recognized income and expense,

cash flow statement and the notes to the consolidated financial

statements, together with the Group management report for the

business year from 1 January 2008 to 31 December 2008. The

preparation of the consolidated financial statements and the Group

management report in accordance with ifrs, as adopted by the

eu, and the additional requirements of German commercial law

pursuant to § 315a section 1 hgb (and supplementary provisions

of the shareholder agreement/articles of incorporation) are

the responsibility of the parent company‘s management. Our

responsibility is to express an opinion on the consolidated financial

statements and on the Group management report based on our

audit.

We conducted our audit of the consolidated financial statements

in accordance with § 317 hgb (Handelsgesetzbuch “German

Commercial Code”) and German generally accepted standards for

the audit of financial statements promulgated by the Institut der

Wirtschaftsprüfer (idw). Those standards require that we plan and

perform the audit such that misstatements materially affecting

the presentation of the net assets, financial position and results of

operations in the consolidated financial statements in accordance

with the applicable financial reporting framework and in the Group

management report are detected with reasonable assurance.

Knowledge of the business activities and the economic and

legal environment of the Group and expectations as to possible

misstatements are taken into account in the determination of audit

procedures. The effectiveness of the accounting-related internal

control system and the evidence supporting the disclosures in

the consolidated financial statements and the Group management

report are examined primarily on a test basis within the framework

of the audit. The audit includes assessing the annual financial

statements of those entities included in consolidation, the

determination of entities to be included in consolidation, the

accounting and consolidation principles used and significant

estimates made by management, as well as evaluating the

overall presentation of the consolidated financial statements

and Group management report. We believe that our audit

provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the consolidated

financial statements comply with ifrs, as adopted by the eu,

the additional requirements of German commercial law pursuant

to § 315a section 1 hgb (and supplementary provisions of the

shareholder agreement/articles of incorporation) and give a true

and fair view of the net assets, financial position and results of

operations of the Group in accordance with these requirements.

The Group management report is consistent with the consolidated

financial statements and as a whole provides a suitable view of

the Group’s position and suitably presents the opportunities and

risks of future development.

Nuremberg, March 13, 2009

kpmg ag

Wirtschaftsprüfungsgesellschaft

(formerly

kpmg Deutsche Treuhand-Gesellschaft

Aktiengesellschaft

Wirtschaftsprüfungsgesellschaft)

Maurer Kiesewetter

German Public Auditor German Public Auditor

Auditors’ Report

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GfK_145

Additional InformationAdditional Information

5-year overview 146

Glossary of financial terminology 150

Glossary of specialist GfK terms 153

List of GfK companies 156

Financial calendar V

Index VI

Acknowledgements VII

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146_GfK

Key fi gures – income statement

eur million/percent 2004 2005 2006 20072) 2008

Sales 669.1 937.3 1,112.2 1,162.1 1,220.4

Change in % on prior year – + 40.1 + 18.7 + 4.5 + 5.0

Personnel expenses 282.7 373.1 442.3 465.2 494.3

Change in % on prior year – + 32.0 + 18.5 + 5.2 + 6.3

Depreciation/amortization1) 25.8 44.6 51.2 59.7 59.2

Change in % on prior year – + 72.5 + 14.8 + 16.6 – 0.8

Adjusted operating income 82.9 125.1 150.5 157.6 158.7

Change in % on prior year – + 50.9 + 20.3 + 4.7 + 0.7

ebitda 107.8 153.5 173.1 188.4 192.0

Change in % on prior year – + 42.4 + 12.8 + 8.8 + 1.9

ebitda margin in % 16.1 16.4 15.6 16.2 15.7

Operating income 77.6 80.7 118.5 125.6 128.9

Change in % on prior year – + 3.9 + 46.9 + 6.0 + 2.6

Margin in % 11.6 8.6 10.7 10.8 10.6

Income from participations 4.4 28.3 3.4 3.0 3.9

Change in % on prior year – + 550.2 – 87.9 – 10.8 + 28.2

ebit 82.0 109.0 121.9 128.6 132.8

Change in % on prior year – + 32.9 + 11.9 + 5.5 + 3.2

Margin in % 12.2 11.6 11.0 11.1 10.9

Income from ongoing business activity 81.4 92.2 93.5 104.2 113.0

Change in % on prior year – + 13.3 + 1.4 + 11.5 + 8.4

Consolidated total income 53.1 67.5 71.2 78.9 82.0

Change in % on prior year – + 27.1 + 5.5 + 10.7 + 4.0

Tax ratio in % 34.7 26.8 23.8 24.3 27.4

1) Tangible and intangible assets

2) Adjusted by the effects of the settlement with ubm. For more detailed information, please see the Management Report. Section 2.1.

5-year overview2004 to 2008 according to ifrs

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Key indicators – balance sheet

eur million/percent 2004 2005 2006 2007 2008

Non-current assets 347.6 1,097.8 1,120.8 1,088.3 1,085.0

Change in % on prior year – + 215.8 + 2.1 – 2.9 – 0.3

Current assets 215.6 391.1 375.4 382.5 361.6

Change in % on prior year – + 81.4 – 4.0 + 1.9 – 5.5

Asset structure in % 161.2 280.7 298.6 284.5 300.1

Investments 84.6 681.9 56.6 73.7 101.5

Change in % on prior year – + 705.8 – 91.6 + 30.2 + 37.7

thereof in tangible assets1) 22.4 35.4 42.6 49.2 50.5

Change in % on prior year – + 58.2 + 20.2 + 15.7 + 2.5

thereof in fi nancial assets 62.2 646.5 14.0 24.5 51.0

Change in % on prior year – + 938.5 – 97.8 + 74.1 + 108.6

Equity 256.7 426.4 466.4 509.6 500.3

Change in % on prior year – + 66.1 + 9.4 + 9.3 – 1.8

Borrowings 306.5 1,062.5 1,029.8 961.2 946.3

Change in % on prior year – + 246.7 – 3.1 – 6.7 – 1.5

Total assets 563.2 1,488.9 1,496.2 1,470.8 1,446.6

Change in % on prior year – + 164.4 + 0.5 – 1.7 – 1.6

Net indebtedness – 39.3 – 523.0 – 542.5 – 472.9 – 481.5

Change in % on prior year – + 1,231.5 + 3.7 – 12.8 + 1.8

5-year overview2004 to 2008 according to ifrs

GfK_147

Key indicators – cash fl ow statement

eur million/percent 2004 2005 2006 2007 2008

Cash fl ow from operating activity 92.1 128.9 110.3 168.1 145.8

Change in % on prior year – + 40.0 – 14.5 52.5 – 13.3

Cash fl ow from investing avtivity – 81.0 – 651.8 – 48.0 – 64.6 – 90.0

Change in % on prior year – + 705.0 – 92.6 + 34.6 + 39.4

Cash fl ow from fi nancing activity – 14.0 550.3 – 90.9 – 112.9 – 56.7

Change in % on prior year – + 4,030.7 – 116.5 + 24.3 – 49.7

Free cash fl ow 69.7 93.5 67.7 118.9 95.4

Change in % on prior year – + 34.1 – 27.6 + 75.6 – 19.8

1) Tangible and intangible assets

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5-year overview2004 to 2008 according to ifrs

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Key indicators – company valuation 2004 2005 2006 20072) 2008

Earnings per share in eur1) 1.35 1.77 1.86 1.98 2.04

Change in % on prior year – + 31.1 + 4.7 + 6.8 + 2.9

Free cash fl ow per share in eur1) 2.22 2.79 1.93 3.33 2.66

Change in % on prior year – + 25.7 – 31.0 + 73.0 – 20.2

Gearing in % 15.3 122.6 116.3 92.8 96.2

Net indebtedness in relation to

ebit in % 47.9 480.1 444.8 367.5 362.6

ebitda in % 36.4 340.6 313.3 251.0 250.8

Free cash fl ow in % 56.3 559.2 801.2 397.8 505.0

Dividend per share in eur 0.30 0.33 0.36 0.45 0.46

Total dividend 9.4 11.6 12.8 16.1 16.5

Change in % on prior year – + 23.4 + 10.5 + 26.3 + 2.5

Dividend yield in % 1.05 1.17 1.10 1.64 2.09

Year-end share price in eur1) 28.65 28.30 32.82 27.50 22.02

Weighted number of shares (in thousand) 31,367 33,486 35,156 35,682 35,884

Number of shares as of December 31 31,475 35,048 35,502 35,863 35.947

1) Adjusted for capital increase

2) Adjusted by the effects of the settlement with ubm. For more detailed information, please see the Management Report. Section 2.1.

Key indicators – profi tability 2004 2005 2006 20072) 2008

Capex as a percentage

of sales 3.3 3.8 3.8 4.2 4.1

Return on capital employed in % 15.4 10.6 8.2 8.7 9.1

Profi t to sales ratio in % 7.9 7.2 6.4 6.8 6.7

Ratio of net indebtedness to cash fl ow. in years 0.6 5.6 8.0 4.0 5.0

Pay-out ratio in % 17.7 17.2 18.0 20.4 20.1

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Sales by sectors and region1)

eur million/percent 2004 2005 2006 2007 2008

Sectors

Custom Research 411.9 624.0 755.2 773.0 782.8

Change in % on prior year + 51.5 + 21.0 + 2.4 + 1.3

Retail and Technology 187.0 209.6 235.4 260.8 304.1

Change in % on prior year + 12.1 + 12.3 + 10.8 + 16.6

Media 62.2 96.2 117.0 124.5 130.1

Change in % on prior year + 54.5 + 21.7 + 6.4 + 4.5

Regions

Germany 236.3 253.6 269.6 290.3 316.1

Change in % on prior year + 7.3 + 6.3 + 7.7 + 8.9

Western Europe/Middle East/Africa 457.7 480.5 487.2

Change in % on prior year + 5.0 + 1.4

Western and Southern Europe 215.7 257.5 290.3

Change in % on prior year + 19.4 + 12.7

Northern Europe 55.6 127.2 167.4

Change in % on prior year + 128.8 + 31.6

Central and Eastern Europe 40.2 52.7 64.4 73.1 87.2

Change in % on prior year + 31.2 + 22.4 + 13.4 + 19.3

North America 257.3 240.7 219.7

Change in % on prior year – 6.5 – 8.7

Latin America 23.7 26.7 35.5

Change in % on prior year + 12.9 + 33.0

America 82.0 207.0 280.9

Change in % on prior year + 152.4 + 35.7

Asia and the Pacifi c 39.3 39.4 39.6 50.8 74.8

Change in % on prior year + 0.3 + 0.4 + 28.4 + 47.3

1) Data taken from the Management Information System

Number of employees

at year-end 5,539 7,515 7,903 9,070 9,692

Change in % on prior year + 35.7 + 5.1 + 14.8 + 6.9

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A

Adjusted operating income

Adjusted operating income does not take into

account � highlighted items. The management

uses this financial indicator in the Group-wide

management of GfK’s operating business.

Affiliated companies

Companies which are controlled by the parent.

As a rule, the parent holds the majority of the

voting rights and capital of the company.

Assets

Resources that are at the disposal of the company

as a result of events in the past and which should

represent an economic benefit in future.

Asset structure

The asset structure describes the relationship

between non-current assets and current assets.

It is determined on the basis of the ratio of non-

current assets to current assets multiplied by 100.

Associated companies

� Minority participations in companies on whose

business or company policy a decisive, but not a

controlling influence is exercised. Associated com-

panies are in principle valued at equity.

B

Borrowings

Total assets less equity.

C

Cash flow

Balance of funds inflow and outflow affecting

payment.

Consolidated total income (ifrs)

Consolidated total income attributable to the

equity holders of the parent company plus con-

solidated total income attributable to minority

interests; also referred to as consolidated total

income before minority interests.

Cost of sales

Total of all types of operating costs which can be

directly allocated to clients’ orders. These include

in particular costs for external data procurement,

costs for interviewees and interviewers.

Cost of sales accounting

Form of income statement which shows the

income achieved in the market during the

accounting period. Opposite: total cost accoun-

ting. Here the total operating income for the

period is shown, whereby the sales and changes

in inventories are shown against the total cost.

Both forms of accounting produce the same

income for the accounting period.

Current assets

The total of all short-term receivables, deferrals,

funds, securities and inventories reported on the

assets side of the balance sheet.

Current liabilities

The total of all short-term provisions, liabilities

and deferrals reported on the liabilities side of

the balance sheet.

D

Deferred taxes

Tax assets or liabilities reported in the balance

sheet to equalize the difference between the

tax debt actually assessed and the commercial

tax burden based on the financial reporting in

accordance with � ifrs for the commercial

balance sheet. The basis for determining deferred

taxes is the difference between the value of the

assets and liabilities reported in the balance sheet

in accordance with ifrs and the local tax balance

sheet.

Dividend yield

Dividend per share in relation to the annual

closing price.

E

ebit

Abbreviation for earnings before interest and

taxes calculated as � Operating income plus

income from associates plus � Other income

from participations.

ebitda

Earnings before interest, taxes, depreciation and

amortization calculated as � ebit plus depreciation

and amortization charges.

Equity (ifrs)

Equity comprises funds from the equity holders

available to the company as capital contributions

and/or deposits and retained profit as well as

equity attributable to minority interests.

Equity ratio

Balance sheet equity in relation to total assets.

The higher the indicator, the lower the level of

indebtedness.

F

Free cash flow

Cash flow from operating activity less capex.

Financial expenses

Financial expenses that do not result directly from

participating interests. These are calculated as

interest expense plus other financial expenses.

Financial income

Financial income that does not result directly

from participating interests. This is calculated as

interest income plus other financial income.

G

Goodwill

Intangible business asset that represents the value

of the intangible assets of a company at the time of

its acquisition that are not separately capitalizable,

such as the expertise of staff. This is calculated as

the purchase price of the company less revalued

equity on a pro rata basis.

Gross income from sales

Sales less � Cost of sales.

Glossary of financial terminology

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GfK_151

H

Highlighted items

The costs that are not taken into account in

� Adjusted operating income: expenses and

income connected with restructuring and

corporate transactions, write-ups and amorti-

zation on disclosed hidden reserves as part of the

purchase price allocation, share-based payments

and long-term incentives, other income and

expenses, including, in particular, effects from

the valuation of foreign exchange items on the

reporting date.

I

ias

The International Accounting Standards (ias)

were developed and published by the iasc from

1973 to 2000. Unless specific standards have

been revoked, they are still valid in full today.

Since the reworking of ias 1 in 2003, the “old”

ias have been collectively referred to as ifrs. Any

existing standards are developed further as ias

and all new standards are known as ifrs.

ifrs

The International Financial Reporting Standards

(ifrs) are accounting principles developed and

published by the iasb. In addition to the actual

ifrs, the ias that are still valid and the interpre-

tations of the ifric and sic are grouped under the

ifrs.

Impairment

Write-down of assets in addition to scheduled

amortization/depreciation, or in place of

scheduled amortization/depreciation in the

case of intangible assets with an indefinite

useful life. Impairment tests are used to establish

whether the carrying value of assets is higher

than the recoverable amount for the asset. The

asset is written down to the recoverable value

as necessary.

Income

� Adjusted operating income.

Income from operating activity

� ebit plus � Financial income less

� Financial expenses.

M

Majority participations

� Affiliated companies.

Margin

A margin represents the relationship of an

indicator (� Income, � ebit, � ebitda etc.) to

sales.

Minority participations

Generic term for � Associated companies and

� Other participations. The participation quota

is below 50%.

N

Net indebtedness

Assets that benefit business operations in the

long term. In addition to intangible assets, tangible

assets and investments, these include deferred

tax assets and other non-current receivables and

deferrals.

Non-current assets

Assets that benefit business operations in the long

term. In addition to intangible assets, tangible

assets and investments, these include tax assets

and other non-current receivables and deferrals.

Non-current liabilities

Total of all long-term provisions, liabilities, deferred

tax liabilities and other deferrals reported on the

liabilities side of the balance sheet.

O

Operating income (ifrs)

Gross income from sales less � Sales and general

administrative expenses plus � Other operating

income less � Other operating expenses.

Other income from participations

Income from � Affiliated companies not included

in the scope of consolidation and � Other parti-

cipations as well as expenses and income from

write-ups or write-downs of book values of invest-

ments plus gains/losses from the disposal of parti-

cipations.

Other operating expenses

Expenses in connection with ongoing business

activity, excluding financial expenses, not

attributable to � Cost of sales or � Selling and

general adminis-trative expenses. Examples are

� Impairments, losses from the disposal of fixed

assets or exchange losses.

Other operating income

Income from ongoing business activity, excluding

financial income, which does not represent sales.

Examples are profits on the disposal of fixed

assets and exchange gains.

Other participations

Companies in which a participation is held but on

whose business policy no decisive influence is

exercised. The participation quota is below 20%.

P

Pay-out ratio

Total dividend in relation to consolidated total

income.

Profit to sales ratio (ifrs)

� Consolidated total income in relation to sales.

Purchase Price Allocation

Allocation of the purchase price when companies

are acquired to assets and liabilities not previously

reported or not in such amounts.

R

Ratio of net indebtedness to cash flow

Net indebtedness in relation to � Free cash flow.

Return on capital employed

� ebit in relation to average total assets.

Return on equity

Consolidated total income in relation to average

shareholders’ equity.

S

Selling and general administrative costs

Operating costs, not directly aligned to individual

client orders, such as general marketing or

accounting measures.

Sector

GfK manages its business via the three sectors,

Custom Research, Retail and Technology and

Media. The additional subdivision below sector

level used in the management information system

is termed � Segments. The three sectors emer-

ged from the five divisions Custom Research,

Retail and Technology, Consumer Tracking,

Media and HealthCare, which existed until the

end of 2007.

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152_GfK

Glossary of financial terminology

Segment

GfK uses the term segment for an additional

subdivision below the level of � Sectors in the

management information system. This relates to

the Custom Research sector, which encompasses

the Consumer Tracking, HealthCare, Automotive,

Business and Technology, Financial Services,

Consumer and Retail, Other Custom Research,

Custom Research Central and Eastern Europe,

Custom Research Latin America, Custom Research

Asia and Pacific as well as Multi Segment Custom

Research segments.

T

Tax ratio

Tax on income from operating activity in relation

to � Income from ongoing business activity.

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GfK_153

A

Ad hoc research

Systematic empirical research as a basis of marke-

ting decisions. One of GfK’s business divisions »

Custom Research.

agf

agf – tv research partnership. Association of

the broadcasters ard, ProSiebenSat.1 Media ag,

rtl Media Group Germany and zdf to carry out

continuous, quantitative � tv audience research

in Germany.

agf/GfK tv panel

A representative group of households selected

using statistical methods, whose tv viewing is

continuously determined by GfK tv research via

tv meters and used as a basis for audience share

and ratings: � Research, � Panel.

Automotive

Automotive is one of GfK‘s segments, which is

involved in automotive market research.

B

Basic research

Market research is based on the findings of many

different sciences, including psychology, sociology

and statistics. Basic research reviews those findings

and establishes by means of its own research

whether and under which circumstances these

findings can be applied in market research.

Basic unit

The set of all the elements, about which information

is to be provided. A � Sample is a subset of this

basic unit. As a rule, the aim is to draw conclusions

about the features of the basic unit by considering

a sample.

Business and Technology

Business and Technology is one of GfK‘s segments.

C

Conjoint Analysis

Multivariate analysis method to determine complex

patterns of consumer preference.

Consumer and Retail

Consumer and Retail is one of GfK‘s segments.

Consumer climate

Indicator that is calculated on the basis of the

findings of a monthly consumer survey carried out

on behalf of the European Commission. It gives

insight into the level and general trends of private

consumption in specific countries: � Propensity

to buy

Consumer Electronics

Also known as brown goods, which comprise

products such as tv sets, dvd players, games

consoles, mp3 players: � Retail and Technology.

Consumer Panel

A � sample of households, which provide regular

information on their purchases: � ConsumerScan,

� ConsumerScope, � Panel.

ConsumerScan

� Consumer panel in which the purchasing

behaviour of households and individuals is

recorded. Covers purchases of nearly all fast

moving consumer goods: � Consumer Tracking,

� Household Panel.

ConsumerScope

Mail panel, carrying out continuous surveys

of purchases of consumer goods with slow

moving acquisition cycles and the use of service:

� Consumer Tracking, � Panel, � Consumer

Panel.

Consumer Tracking

A survey of households and individual consumers

that is repeated at regular intervals. Tracking

is one of GfK‘s segments: � Household Panel,

� Panel, � Tracking.

Custom Research

Custom Research is one of GfK‘s sectors, one of

GfK‘s segments: � Ad hoc research.

Custom Research Asia and the Pacific

Custom Research Asia and Pacific is one of GfK‘s

segments, which is involved in � Ad hoc research

in Asia and the Pacific region.

Custom Research Latin America

Custom Research is one of GfK‘s segments, which

is involved in � Ad hoc research in Latin America.

Custom Research Central and Eastern Europe

Custom Research Central and Eastern Europe is

one of the GfK‘s segments, which is involved in

� Ad hoc research in Central and Eastern Europe.

D

Data fusion

A statistical method to transmit features from a

sample’s sources to another sample’s sources.

Data point

A data point is a single measurement within a

dataset.

E

Evogenius

IInstrument used to produce and analyze media

usage data. Initially designed for � tv audience

research, it has since been expanded to include

radio, print, posters, online and cross-media:

� Media.

Excellence Team

As part of the Excellence program set up in 2001,

GfK managers selected globally work together on

a project of strategic importance for GfK for one

year at a time. The current Excellence viii Team is

identifying trends, which will influence the market

research industry up to 2015 and discussing how

GfK could react to them.

Extrapolation

Derived total result based on partial results. In

order to extrapolate as precisely as possible, the

partial results must take account of all conceivable

aspects and be sufficient in size. This is known as

a representative � Sample.

F

5 Star Incentive Programm

Part of the remuneration system for the GfK

Group‘s management. The amount of these

partial remuneration payments varies, depending

on the share price trend and the key figures in

the consolidated accounts.

Face-to-Face Interview

Oral, direct interview conducted by an interviewer.

Respondents do not see the questionnaire, but are

asked the relevant questions by the interviewer.

Fact-based consultancy

Strategic client consulting based on figures. One of

the five aims of GfK’s corporate strategy.

Financial Services

Financial Services is one of GfK‘s segments, which

is involved in financial market research.

G

Genetic algorithms

A research method, which imitates evolution,

to find the best possible solution in a complex

environment.

GfK Analyzeit

Panel analysis software used by the � Consumer

Tracking segment, which allows both customers

and GfK employees to download and initiate

reports and special analyses flexibly from the

� Household Panel via the Internet.

Glossary of specialist GfK terms

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154_GfK

GfK EmoSensor

Instrument for recording emotions in a diffe-

rentiated manner, which triggers marketing

measures such as a commercial or a new

consumer product.

GfK NewProductWorks (npw)

World‘s largest collection of all the innovative

products that have been successfully launched in

the last 25 years.

GfK Octopus

GfK‘s online portal, which allows customers to

download the studies they have commissioned

and analyze them independently.

GfK Price Performance Planner (ppp)

Market model, which analyzes the effects of price

changes on a specific product’s sales units and

volume.

GfK Retail Analytics

An addition to the � Retail Panel for � Retail and

Technology, this is an instrument which delivers

clients additional knowledge on subjects such as

pricing, competitive analysis, range structuring

and product marketing and also supplies details

on market movements in individual stores.

GfK Segment Tracker

Instrument for identifying the needs and motivation

of doctors so that the pharmaceuticals industry

can address this target group most effectively.

GfK smart

Superior Mystery Shopping Administration

and Reporting Technology. Software, which

improves the research process for complex

mystery shopping projects and enhances the

quality of analysis. � Mystery Shopping.

GfK Target Group Profiler (tgp)

Instrument for the identification of which

marketing core groups, i.e. households or

individuals offering the greatest potential

for a specific brand.

Global Key Account Management

Selected GfK employees in the � Custom

Research sector who manage global corporate

client accounts.

H

Household Panel

Representative sample of households, which

report regularly on their purchases: � Consumer-

Scan, � ConsumerScope, � Consumer Tracking,

� Panel.

HealthCare

HealthCare is one of GfK‘s segments, which

supplies information services on product

development, communication, image and nba

for drugs and devices and services in healthcare.

Hierarchical Bayes method

A method for determining price elasticity for a

brand, even if only a few data points are available.

hilca

Hierarchical Individual Limit Conjoint software,

the aim of which is to optimize products which

can be described through a large number of

features.

Hybrid procedure

Using at least two different methods to approach

the survey topic.

K

kes

Knowledge Exchange Solution. GfK initiative on

global knowledge sharing between employees.

M

Market segmentation

Division of an overall market into sub-markets

using different categories. Segmentation can be

by product type, price class, geographic demo-

graphy or psychological and socio-economic life-

style features and value categories of consumers.

Media

Media is one of GfK’s sectors, which provides

information services on reach, intensity and type

of use of media and media offering and their

acceptance: � tv audience research, � tv Panel,

� Media research, � Reach research.

Media research

Systematic, empirical research used as a basis

for media planning by media companies and their

advertising clients: � Media, � tv audience

research, � Reach, � Reach research.

MediaWatch

An electronic metering device incorporated

into a wristwatch, used to measure consumption

of various media: � Media, � Media research,

� Reach research.

Mobile Content Tracking and Downloads

Research method, which collects exact and

standardized measured data in detail within the

three most important sources for mobile content:

internet based tv, computer and mobile phone.

Mystery Shopping

Test method for analyzing the service quality of

supermarkets, restaurants, insurance companies

or banks and determining measures to rectify

defects.

N

Neuromarketing

Interdisciplinary field of research. Previously

unknown patterns and processes, which control

the decision of potential customers for or against a

product, are researched on the basis of changes in

the flow of blood in the brain and contrasted with

actual visible behaviour.

O

Online research

Questionnaires sent to people and other survey

units via the Internet

Other Custom Research

Other Custom Research is one of GfK’s segments.

P

Panel

A survey of individuals, households, companies

etc. to obtain data on a single subject at regular

intervals over a longer period, using the same

� Sample and carried out using the same

methods each time: � Consumer Tracking,

� ConsumerScan, � ConsumerScope, � House-

hold Panel, � tv Panel, � Panel maintenance,

� Tracking.

Panel maintenance

Instrument used to ensure the quality of Panel

surveys. Following the departure of Panel

participants or their familiarity with a survey

topic, participants are removed from the Panel

at specific intervals and replaced by new Panel

members. Panel maintenance also comprises

the exclusion of incentive hunters who only

participate in Panels to benefit from the reward

system: � Consumer Tracking, � Panel.

Propensity to buy

The intention of consumers to make major acqui-

sitions in the near future. The propensity to buy

is one of the indicators used in the GfK consumer

climate survey based on consumers being asked

the following question: “Do you think that it is

wise to make major purchases at the moment?”

� Consumer climate.

Glossary of specialist GfK terms

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GfK_155

R

Radio research

Measuring the listening habits of radio audiences:

� Media, � MediaWatch.

Reach

The percentage of the total population or a specific

target group reached by a medium. A central

concept in media planning and � Media research:

� tv Panel, � Reach research.

Reach research

The continuous recording of media usage: � Media,

� Reach.

Retail and Technology

One of GfK’s sector: � Retail Panel.

Retail Panel/research

Regular recording of sales, product categories

and products via a representative sample of

retailers with different retail types and sales

channel: � Retail and Technology, � Tracking.

S

Segmentation

� Market segmentation.

StarTrack

it platform used to produce and evaluate data in

the » Retail and Technology sector.

StarTrack Explorer

Online portal of the Retail and Technology sector,

which allows customers to create reports in a

uniform global format offering great analytical

depth tailored to their individual requirements

online.

Sample

The observation data and/or survey units which

are selected from all of the units and included in

a specific survey: � Extrapolation, � Panel.

Syndicated business

Market or market player surveys not necessarily

commissioned by a client or tailored to suit client

requirements, which are offered on the market

without client-specific adaptation. Syndicated sur-

veys can be carried out on a one-off or repeated

basis, without the need to conform to the strict

limitations of a panel.

T

tc Score

A measuring system used in � tv audience

research, which consists of a central device

and several measuring modules with the

characteristics of a receiver, a set-top box or

a dvd player. By surveying tv consumption

and the use of accessories via tc Score devices,

customers can obtain particularly detailed data:

� tv audience panel, � Media, � Media

Research.

Test market

Largely self-contained sub-market, in which a

new product is tested in a reality-based situation,

e.g. a superstore specifically equipped for this

purpose or in a region that is representative of a

whole country.

TdW

Typology of Wishes. A study that puts various

lifestyles and trends and their different con-

sumption and media habits into one context. This

is achieved by a comprehensive description of

all the various permutations of human behaviour.

TdW t.o.m. Pharma

Purchasing information from the HealthCare

Panel is transferred into the Typology of Wishes

(TdW), to record consumer reaction to adverti-

sing in print media: � TdW, � HealthCare, �

Panel.

t.o.m. fmcg tv

Target optimizer for markets. By merging data

from the GfK ConsumerScan Panel with that

from the agf/GfK tv Panel, GfK can analyze the

groceries that a particular group viewing a

broadcast will buy, for example: � agf, � agf/

GfK tv Panel, � Panel, � ConsumerScan, � Data

fusion.

t.o.m. Pharma tv

By merging data from the GfK HealthCare

Panel with that from the agf/GfK tv Panel,

GfK can analyse the non-prescription drugs

that a particular group viewing a broadcast

will buy, for example: � agf, � agf/GfK tv

Panel, � Panel, � HealthCare, » Data fusion.

Tracking

Surveys of individuals, households and com-

panies, repeated at regular intervals and using

the same interview method each time. Unlike

a � Panel, the data is not necessarily collected

from the same sources each time, but the struc-

ture of the sample is the same in each case �

Sample � Consumer Tracking.

tv audience research

tv audience research is used to determine

audience share: � Media, � Media research,

� Reach, � tv Panel.

tv Panel

A representative group of households whose

tv viewing is continuously determined via tv

meters and used as a basis for audience share

and ratings: � tv audience research, � Media,

� Panel, � Reach.

tv reach research

� Reach research.

W

web.Consumer

Purchaser target groups from the GfK Consu-

merScan Panel are transferred to the United

Internet Media (uim) customer database using

data fusion to establish whether a particular

consumer group views a specific Internet page

particularly frequently: � ConsumerScan,

� Panel 11

Glossary of specialist GfK terms

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156_GfK

Beijing Sino Market Research

Beijing Sino Market Research Co., Ltd., China

Bilesim International

Bilesim International Arastirma ve Danismanlik

a.s., Turkey

Blue Moon Group

GfK Blue Moon Research and Planning Pty.

Limited, Australia

GfK Blue Moon Quantitative Research Pty.

Limited, Australia

Chart Track

Chart Track Limited, uk

China Market Monitor

China Market Monitor Co., Ltd., China

Dmrkynetec

DmrKynetec Group Limited, uk

Encodex

encodex International GmbH, Germany

Encodex Japan

Encodex Japan k.k., Japan

Etilize

Etilize Inc., Rolling Hills Estates, ca, usa

GfK Albania

GfK Albania, Albania

GfK Custom Research Australia

GfK Custom Research Australia Holding Pty.

Limited, Australia

GfK Custom Research North America

GfK arbor, llc, Media, usa

GfK Automotive, llc, usa

GfK Custom Research, llc, usa

GfK Research Dynamics, Inc., Canada

The Arbor Strategy Group, Inc., usa

GfK Denmark

GfK Danmark a/s, Danmark

GfK Egypt

gfk Egypt ltd, Egypt

GfK Eurisko

GfK Eurisko S.r.l., Italy

GfK Fernsehforschung

GfK se, GfK tv research division

GfK Indicator, Brazil

GfK indicator Ltda., Brazil

GfK Marketing Services Australia

GfK Retail and Technology, Australia Pty. Ltd.,

Australia

GfK Marketing Services Chile

GfK Marketing Service Chile Limitada, Chile

GfK Marketing Services Japan

GfK Marketing Services Japan k.k., Japan

GfK Marketing Services New Zealand

GfK Retail and Technology Australia Pty. Ltd.,

Australien, office in New Zealand

GfK Marketing Services South Africa

GfK Marketing Services South Africa

(Proprietary), South Africa

GfK Market Measures

GfK u.s. Healthcare Companies lp, usa,

Bereich GfK Market Measures

GfK mediacontrol Latina

GfK Mediacontrol Latina s.l., Spain

GfK-memrb Marketing Services Dubai

GfK-Memrb Marketing Services fz-llc,

United Arab Emirates

GfK-memrb Marketing Services Maroc

GfK memrb Marketing Services Moroccro,

Moroccro

GfK-memrb Marketing Services Nigeria

GfK-memrb Marketing Services Limited, Nigeria

GfK Methoden- und Produktentwicklung

GfK se, GfK Methoden- und Produktentwicklung

division

GfK ms Nigeria

GfK-memrb Marketing Services Nigeria Limited,

Nigeria

GfK nop Custom Research

GfK nop Limited, Sektor Custom Research, uk

GfK-Nürnberg e.V.

GfK-nürnberg Gesellschaft für Konsum-, Markt-

und Absatzforschung e.V., Germany

GfK Optics Japan

GfK Optics Japan kk, Japan

GfK Research Matters

GfK Research Matters ag, Switzerland

GfK se, Deutschland

GfK Societas Europaea, Germany

GfK Strategic Innovation

The Arbor Strategy Group, Inc., Ann Arbor, usa

GfK Telecontrol

GfK Telecontrol ag, Switzerland

GfK Türkiye

GfK Arastirma Hizmetleri a.s., Turkey

Bilesim Internasyonal Arastirma Organizasyon

Danismanlik ve Ticaret a.s., Turkey

ifr

ifr Deutschland GmbH, Germany

Market Insight

gfk Egypt ltd, Egypt

Qosmos

Qosmos sa, France

Shopping Brasil Tecnologia

Shopping Brasil Technologia da Informação Ltda,

Brazil

The Arbor Strategy Group

The Arbor Strategy Group, Inc., Ann Arbor, usa

List of GfK companies

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V

Dates for 2009

March 31, 2009

Accounts press conference, Nuremberg

March 31, 2009

Analysts’ conference, Frankfurt/Main

May 14, 2009

Quarterly report as at March 311)

May 20, 2009

Annual General Meeting, Fürth

August 13, 2009

Interim half-year report as at June 301)

November 16, 2009

Interim nine-month report as at September 301)

Dates for 2010

February 25, 2010

Provisional result for financial year 20091)

March 31, 2010

Accounts press conference, Nuremberg

March 31, 2010

Analysts’ conference, Frankfurt/Main

May 12, 2010

Quarterly report as of March 311)

May 19, 2010

Annual General Meeting, Fürth

August 16, 2010

Interim half-year report as of June 301)

November 15, 2010

Interim nine-month report as of September 301)

1) Publication is scheduled for before the start of the trading season

Provisional key dates in the financial calendarProvisional key dates in the financial calendar

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64, 104ff. Accounting and valuation methods

54 Acquisitions

Adjusted operating income

see Income

112, 118 Affiliated companies

9, 54, 69f., 96, 149 Asia and the Pacific

109 Assets

108 – intangible

101 Balance sheet

– Notes to the accounts

147 – Total assets

10, 84 biss

124, 147 Borrowings

Cash flow

102, 147 – from financing activity

IV, 65, 102, 147 – from ongoing operating activity

102, 147 – from investment activity

102, 110 Cash flow statement

9, 54, 69f., 90, 149 Central and Eastern Europe

Consolidated

99ff. – financial statements

IV, 63f. 100, 146 – income

111 Consolidation

54 Consumer Tracking

75f., 84 Corporate Communications

and Marketing

4, 14ff., Corporate Governance

107, 117 Corporate value/goodwill

9, 50ff., 54, 67f., 72, Custom Research

78, 83, 149

102, 110 Deferred taxes

IV, 25, 148 Dividend

148 Dividend yield

63ff., 106, 146 ebit

IV, 63ff., 146 ebitda

IV, 74, 133, 149 Employees

Employees

see Human Resources

75 Environmental issues

110, 120, 147 Equity

65 – ratio

108, 128 Financial instruments

110 Financial liabilities

15ff., 81, 84, 107 5 Star Incentive

65, 148 Gearing

60, 69f., 86, 149 Germany

54 HealthCare

73ff. Human Resources

IV, 62ff. Income

63, 146 – from ongoing business activity

63, 107 – per share

see share

– operating

see Operating income

63, 85, 146 Income from participations

IV, 25, 67, 115 Income

25 – Key indicators

21f., 48 – Share price performance

100 Income statement

106 Income tax

84, 147 Investments

9, 54, 61,69f., 94, Latin America

149

118 Leasing

12f., 85, 136 Management Board

IV, 67, 85, 146 Margin

9, 42, 54, 67f., 73, Media

79, 84, 149

5, 23 Merger of Equals

65, 147 Net indebtedness

69f., 92, 149 North America

IV, 62, 113, 146 Operating Income

Operating income

see Income

76ff. Opportunities and risks

78, 83, 149

75 Organization and administration

Profit for the year

see Consolidated income

148 Profit to sales ratio

130 Pro forma statements (ifrs 3)

110, 122f. Provisions

75 Purchasing

60 Recession

72f., 83 Research and Development

2, 9, 38f., 54, 67f., Retail and Technology

73, 79, 84, 147

148 Return on assets employed

IV, 63, 67, 105, 146 Sales

128f. Segment reporting

126 Sensitivity analysis

26 Shareholder structure

138ff. Shareholdings

9, 16, 21f., 100 Shares

25, 130 Societas Europaea

4ff., 14, 134f. Supervisory Board

108 Tangible assets

Taxes

see Income tax

IV, 63, 146 Tax Ratio

42f. tv research

69f., 88, 149 Western Europe, the Middle East

and Africa

Yield

See Margin

Index

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VII

AcknowledgementsAcknowledgements

The present Annual Report is available in

German and English. Both versions and

supplementary press information are available

for download online from www.gfk.com

Annual reports, interim reports and press

information are available from

Corporate Communications

[email protected]

[email protected]

Contacts

Bernhard Wolf

Global Head of Corporate Communications

Tel. + 49 911 395 – 2012

Fax + 49 911 395 – 4075

[email protected]

Marion Eisenblätter

Public Relations

Tel. + 49 911 395 – 2645

Fax + 49 911 395 – 4041

[email protected]

Publisher

GfK se

Nordwestring 101

90419 Nuremberg

http://www.gfk.com

Design

A & Z, Zurich

Scheufele Hesse Eigler Kommunikations-

agentur GmbH, Frankfurt/Main

Photography

Michel Comte: cover, pages 8, 12, 35, 37, 39,

41, 43, 45, 47, 49, 71, 53, 54, 56

Getty Images: pages 86-97

Bundesbildstelle der Bundesregierung

Deutschland: page 31

Bundesbildstelle der Bundesregierung

Deutschland/Gerhard Heisler: page 33

Michel Comte

Born in 1953 in Zurich, Michel Comte origi-

nally trained as an art restorer. A self-taught

photographer, he won his first international

assignments in 1978, and made his home

in Paris from 1979 onwards. In 1981, he

traveled to New York, where he worked for

American Vogue. He later moved to Los

Angeles.

During his 30 years of experience, Michel

Comte has photographed countless stars

from the worlds of the arts, entertainment

and sport. In recent years, he has worked

increasingly with reportage photography, in

addition to portrait and fashion photography.

For example, he has traveled as a photographer

with the International Red Cross to war zones

and areas conflict in Iraq, Afghanistan and

Bosnia. Today, Michel Comte is one of the

most important photographers of our time,

with an impressive style that manages to be

both uncompromising and sensitive

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