REPORT FOR THE - GfK · 2015-12-04 · 2 R f f 2013 THE GfK GROUP AT A GLANCE GfK is one of the world’s largest research companies, with more than 12,000 experts working to discover

R E P O R T F O R T H E F I R S T N I N E M O N T H S 2 0 1 3

2

Report for the f i rs t n ine months 2013

THE GfK GROUP AT A GLANCE

GfK is one of the world’s largest research companies, with more than 12,000 experts working to discover new insights into the way people live, think and shop, in over 100 markets, every day. GfK is constantly innovating and using the latest tech-nologies and the smartest methodologies to give its clients the clearest understanding of the most important people in the world: their customers. In 2012, GfK’s sales amounted to EUR 1.51 billion.

1) Rounded2) Adjusted operating income in relation to sales3) Consolidated total income attributable to equity holders of the parent plus highlighted items divided by the weighted average number of shares in the reporting period4) Cash and cash equivalents plus securities and fixed-term deposits 5) Liabilities to banks plus pension obligations, liabilities under leases and other interest-bearing liabilities less cash and cash equivalents and securities and fixed-term deposits6) Adjusted due to the retrospective application of IAS 19 (2011); cf. notes, section 2. Principles of consolidation and accounting policies

in EUR million1) 3. Quarter 20126) 2013

Change in %

Q1 – Q3 20126) 2013

Change in %

2012

Earnings situation

Sales 376.7 361.4 – 4.1 1,096.8 1,090.0 – 0.6 1,514.7

Gross income from sales 122.7 123.3 0.5 351.4 352.5 0.3 484.3

EBITDA 50.5 55.0 9.0 147.3 150.9 2.4 194.5

Adjusted operating income 44.3 49.9 12.5 125.5 126.3 0.6 187.8

Margin in per cent2) 11.8 13.8 11.4 11.6 12.4

Operating income 36.0 40.2 11.7 103.4 107.4 3.9 129.7

EBIT 35.7 40.8 14.3 104.4 108.7 4.2 130.7

Other financial income / expenses – 6.6 – 8.7 – 32 – 15.1 – 20.1 – 33.2 – 22.1

Consolidated total income 14.8 18.9 28.2 55.8 56.9 1.9 64.4

Basic earnings per share in EUR 0.34 0.43 26.5 1.30 1.32 1.5 1.44

Adjusted earnings per share in EUR3) 0.58 0.69 19.0 1.91 1.83 – 4.2 3.03

Investment and finance

Cash flow from operating activity 48.1 92.8 92.8 73.4 123.5 68.3 115.0

Cash flow from investing activity – 31.6 – 22.4 29.0 – 149.6 – 85.2 43.1 – 177.4

Cash flow from financing activity – 18.1 – 47.9 164.6 35.4 – 14.4 – 140.6 22.8

Free cash flow after acquisitions, other investments and asset disposals 32.0 72.3 125.9 26.7 73.3 174.7 52.6

31.12.20126) 30.09.2013 Change as of 31.12. in %

30.09.20126) 30.09.2013 Change as of 30.09. in %

Asset and capital position

Total assets 1,879.8 1,848.0 – 1.7 1,869.6 1,848.0 – 1.2

Equity 782.0 772.2 – 1.3 801.9 772.2 – 3.7

Equity ratio in per cent 41.6 41.8 42.9 41.8

Liquidity4) 67.8 81.6 20.3 68.5 81.6 19.2

Net debt5) 461.8 441.7 – 4.4 456.2 441.7 – 3.2

Employees

No. of employees 12,678 12,912 1.9% 12,392 12,912 4.2

Share of employees in the GfK companies outside Germany in per cent 83.0 83.1 82.7 83.1

BUSINESS DEVELOPMENT AT A GLANCE OF GfK GROUP

SALES IN EUR MILLION

Month Change

1-3

347.9 345.1

1-6

728.6 720.1

1-9

1,090.0 1,096.8

2012 2013

ADJUSTED OPERATING INCOME IN EUR MILLION

Month Change

1-3

23.0 33.5

1-6

76.4 81.2

1-9

126.3 125.5

2012 2013

EARNINGS PER SHARE IN EUR

Month Change

1-3

0.17 0.30

1-6

0.89 0.96

1-9

1.32 1.30

2012 2013

CASH FLOW FROM OPERATING ACTIVITY IN EUR MILLION

Month Change

1-3 9.5

1.0

1-6

30.7 25.2

1-9

123.5 73.4

2012 2013

+ 0.8 %

+ 1.2 %

– 0.6 %

– 31.5 %

– 5.9 %

+ 0.6 %

– 43.3 %

– 7.3 %

+ 1.5 %

+ 21.7 %

+ 68.3 %

+ 818.9 %

SHARE OF SECTORS IN TOTAL SALES in percent1)

58.5 Consumer Experiences

41.2 Consumer Choices 0.3 Other

1) Figures from the Management-Information System – rounded

SHARE OF REGIONS IN TOTAL SALES in percent1)

40.5 Northern Europe 18.3 Southern &

Western Europe 8.5 Central Eastern

Europe/META 4.4 Latin America 17.7 North America 10.6 Asia and the Pacific


41.2

0.3

58.5

40.517.7

10.6

18.3

8.5

4.4

3


4


CONSUMER CHOICES

The Consumer Choices sector investigates what‘s selling when and where. It focuses on the continuous assessment of market segments and trends by analyzing all major sales and information channels and media.

CONSUMER EXPERIENCES

The Consumer Experiences sector deals with consumer habits, behavior, perceptions and attitudes and answers the who, why and how of consumption. This research is based on flexible creative methods. GfK is developing pioneering new procedures to deliver a profound understanding of how consumers experience brands and services.

THE SECTORS AT A GLANCE

In EUR million

3. Quarter 2012 2013

Change in %

Q1 – Q3 2012 2013

Change in %

Sales 221.5 206.3 – 6.9 650.4 637.2 – 2.0

Adjusted operating income 11.8 10.4 – 12.2 32.8 26.6 – 18.9

Margin in per cent1) 5.3 5.0 5.0 4.2

Figures from the Management-Information System – rounded 1) Adjusted operating income in relation to sales

In EUR million

3. Quarter 2012 2013

Change in %

Q1 – Q3 2012 2013

Change in %

Sales 154.4 153.8 – 0.3 442.7 449.0 1.4

Adjusted operating income 35.3 40.9 15.8 99.3 107.3 8.1

Margin in per cent1) 22.9 26.6 22.4 23.9

Figures from the Management-Information System – rounded 1) Adjusted operating income in relation to sales

CONTENTS

Letter to the shareholders 6

GfK share performance 7

Interim management report 8

1. General economic situation 9

2. Economic and financial development in the GfK Group 9

3. Cash flow and investment 11

4. Assets and capital structure 11

5. Trends in the sectors 11

6. Regional trends 13

7. Own the Future – implementation of new corporate strategy is progressing 14

8. Number of employees 15

9. Research and development 15

10. Organization and administration 15

11. Changes in participations in the third quarter of 2013 15

12. Important events after the reporting date of 30 September 2013 16

13. Opportunity and risk position 16

14. Outlook 16

Consolidated financial statements 17

Notes to the consolidated financial statements 26

Additional information 30

5


6


LETTER TO THE SHAREHOLDERS

In the third quarter of this year, GfK continued the positive trend of the second quarter, with key indicators exceeding the figures for the same period in the previous year.

The trend in the margin is satisfactory. At mid-year, it was still at 10.5% and 0.8% below the previous year’s level. After the first nine months of the year, the margin now stands at 11.6% and has surpassed the previous year’s figure of 11.4%. We are seeing the initial positive impact of cost-cutting measures we have taken. The share of cost of sales has decreased since the first quarter of the year and now is lower than the previous year’s level for the first time. This trend has also benefited EBITDA, which was up from €147.3 million to €150.9 million.

Up almost €50 million, or 68%, the cash flow trend was very positive. This means that €123.5 million from operating activities are available to us for investments and to reduce debt.

The trend in the two sectors was not uniform. Growth in the Consumer Choices sector was positive once again. Organic growth of 3.8% is a strong figure. The product categories in the Home, Health & Lifestyle segment performed particularly well. Among digital products, the categories IT and telecommunications recorded strong growth, in particular.

Income growth in the sector considerably exceeded sales growth. In the first nine months of 2013, it was up by 12.7% in organic terms, despite further investment in the Startrack production platform, the roll-out of the two products Mobile and Location Insights as well as the ongoing internationalization of the sector’s media business activities.

The performance of the Consumer Experiences sector fell short of our expectations. Sales and income were down on the corresponding fig-ures for the same period in the previous year. Further progress was made on introducing global digital products. In the third quarter of 2013, first contracts were already won on the strength of the very first product launched on the basis of DRIVE, the digital platform presented in the last quarterly report. The new product, GfK Echo, offers our clients a flexible solution for enhancing customer relationship management by recording customer feedback in real time, processing it instantly and illustrating it in a user-friendly format. Expansion of the consum-er panels in future growth markets also continued. GfK acquired the first client contracts for the new panel set up in South Africa. Business based on the consumer panel in Russia developed particularly positively.

Exchange rates impacted negatively on both sales and income. Excluding this effect, the growth rate in sales would have been 2.5% high-er and in income as much as 4.1% higher. The Japanese and Argentine currencies, in particular, were adversely affected by devaluation

during the reporting period. These countries are located in the two regions in which GfK traditionally achieves double-digit growth rates in terms of gaining market shares. Based on its global business model, GfK is largely able to absorb such fluctuations by investing and report-ing revenue in the respective local currency.

We are now in the final quarter of the year. The level of incoming orders remains satisfactory, with 96% of the annual sales required to achieve the forecast already posted or in the order book at the end of September. We are close to concluding several major media contracts. Long and intense negotiations are not unusual when it comes to multi-year contracts for measuring TV ratings. These ratings are the indus-try’s currency and therefore provide the basis for spending on TV advertising. First-class measuring technology and a committed team ensure our excellent starting position.

Today, our top priority at GfK is to focus on digital and global products. The starting point for achieving this is good. An equity ratio of almost 42% provides us with a sound financial basis, along with a team of talented and highly motivated employees who are committed to this new direction. We all are confident that this is the right course. Initial findings of the recently concluded employee survey confirm this. All we now need is the strength and willingness to pursue this route consistently. I have no doubt that we will succeed.

Sincerely yours,

M AT T H I A S H A R T M A N N

MATTHIAS HARTMANN

CHIEF EXECUTIVE OFFICER OF GfK SE

7


GfK SHARE PERFORMANCE

In the third quarter of 2013, the value of GfK shares went up 10%. The strong share price performance was in fact similar to that of the S-Dax. Based on the nine-month period, the share price performance did not quite match that of the benchmark index. However, the gap to the benchmark was significantly reduced. Since the end of September, temporary highs have been recorded at a share price of €45.85.

The average trading volume for GfK shares was 10,837 per day in the first nine months of the year. In the course of this year to date, the daily trading volume has been subject to considerable fluctuations. The lowest trading volume recorded across all German stock exchanges was 825 shares (6 September 2013). On 31 May, the highest turnover was achieved with almost 213,000 shares traded. Similar to what has also been observed for other securities, trading in GfK shares is increasingly mov-ing away from Xetra trading to other trading platforms. In 2012, an average of 22% of all GfK share trades were processed via Xetra. In contrast, this figure was down to just below 14% in the first nine months of 2013. Almost 83% of all trading now takes place via various OTC platforms.

As at 30 September 2013, the number of shares in free float stood at an unchanged 43.9%. At the same time, 0.02% of the shares were held by GfK’s Management and Supervisory Boards, with 39.24% in institutional hands and 4.6% held by pri-vate investors. The majority of the shares in free float are held outside Germany – almost 13% by institutional investors in the USA and 12% by investors in the UK. Other European shareholders (excluding Germany) hold just under 10% of the shares in free float.

AS OF 31.03.2013

1 Sell6 Hold6 Buy

ANALYST RATINGS AS OF 30.06.2013

0 Sell9 Hold6 Buy

AS OF 30.09.2013

0 Sell9 Hold6 Buy

6 6 6

1

6 9 9

GfK share1) 2012 Q1 2013 Q2 2013 Q3 2013

Number of shares in thousands 36,503 36,503 36,503 36,503

Market Capitalization EUR bn 1,409 1,436 1,424 1,568

High/Low EUR 41.00/30.06 45.06/38.50 43.50/35.92 43.70/36.63

Close EUR 38.59 39.35 39.00 42.95

Earnings per share EUR 1.44 0.17 0.72 0.431) as of reporting dates

GfK SHARE PRICE PERFORMANCE FROM JANUARY 1, 2013, TO SEPTEMBER 30, 20131) IN EUR

47

45

43

41

39

37

35

January February March April May June July August September

1) All values are indexed to the GfK share price, closing prices, in EUR GfK dax 30 Performance sdax Performance Dow Jones Euro Stoxx Media

GfK ACHIEVES SIGNIFICANT INCREASE IN INCOME AND CASH FLOW

n Slight decrease in sales as a result of negative currency effects, with organic growth totaling around 1%

n Adjusted operating income rises by 4.6% in organic terms to €126.3 million on the back of a strong third quarter

n Cash flow from operating activities increased from €73.4 million to €123.5 million

The GfK Group achieved organic sales growth of 0.9% in the first nine months of 2013. However, currency effects of -2.5 percentage points resulting from the strong euro lowered overall growth to -0.6%. Total sales growth in organic terms amounted to €1,090.0 million after €1,096.8 million in the same period of the previous year. The high-margin Consumer Choices sector once again recorded a strong sales trend and achieved 3.8% of organic growth. Sales in the Consumer Expe-riences sector were down 1.1% in organic terms. The regions Asia/Pacific and Latin America recorded double-digit growth rates in organic terms, although negative currency effects in both regions restricted overall growth. Sales in Northern Europe corresponded to an organic growth rate of 0.3%. Business was weak in Southern and Western Europe and North America.

The income trend in the third quarter of the year was pleasing. Despite the significant adverse impact of currency effects, adjusted operating income (AOI) increased by 12.5% for the quarter, and by 0.6 percent for the first nine months of the year, to €126.3 million. As at 30 June 2013, this figure was 5.9% down on the corresponding figure for the previous year. An in-crease in the third quarter margin of 2.0 percentage points to 13.8% was achieved compared with the same quarter in the previous year. For the first nine months of 2013, the margin was 11.6% and slightly up on the previous year’s level of 11.4%. EBIT rose from €104.4 million in the same period of the previous year to €108.7 million in the first nine months of 2013. Consolidated total income climbed €1.0 million to €56.9 million. In view of good working capital management, the cash flow was considerably improved. Cash flow from operating activities totaled €123.5 million in the first nine months of 2013, which represents an increase of €50.1 million on the same figure for the previous year.

The order situation in the GfK Group remains satisfactory. At the end of September, a total of 96.0% of the annual sales re-quired to achieve the forecast had already been posted or were in the order book. As the key performance indicator for the

order book was changed from an invoicing based approach to a sales based approach, an exact comparison with the previous year’s figure is not possible.

8


INTERIM MANAGEMENT REPORT

1. GENERAL ECONOMIC SITUATION

In the year to date, global economic developments have not been uniform. The recession continued, in particular in Southern Europe, where the first signs of a recovery have not yet impacted favorably on the actual trend. Some Northern European countries and most of the Eastern European countries achieved positive growth rates. In the USA, economic conditions im-proved slightly. The trend remained positive in South America and Asia, although growth in some countries, such as Argen-tina and Japan, was accompanied by a high rate of inflation and marked currency devaluation.

2. ECONOMIC AND FINANCIAL DEVELOPMENT IN THE GfK GROUP

In the first nine months of 2013, GfK achieved some organic growth in sales and the AOI. Currency effects had a marked negative impact on SALES of -2.5 percentage points, which were slightly down by 0.6 percentage points to €1,090.0 million compared with the first nine months of 2012. Organic growth amounted to 0.9%. Acquisitions contributed 1.0% to growth.

The organic growth rate in the high-margin Consumer Choices sector was 3.8%, whereas the rate was 1.1% in the Con-sumer Experiences sector. Currency effects impacted with -2.5 percentage points in both sectors. In total, sales in the Con-sumer Choices sector rose by 1.4% while sales in the Consumer Experiences sector decreased by 2.0%.

The income trend was pleasing overall. Operating income of €107.4 million was 3.9% up on the previous year’s level (first nine months of 2012: €103.3 million). By comparison, operating income was slightly lower than the previous year’s figure as at 30 June 2013.

Adjusted operating income (hereinafter: AOI) totaled €126.3 million in the first nine months of 2013, which represents an increase of 0.6%. At the end of the first half of the year, AOI was 5.9% below the figure for the same period in the previous year. Currency effects – especially relating to the Japanese yen, the US dollar and pound sterling – had a marked negative effect of -4.1%. In organic terms, AOI was up by 4.6% in the first nine months of this year. The third quarter contributed decisively to this increase, with AOI up 17.3% in organic terms on the same quarter in the previous year as a result of the strong trend in the Consumer Choices sector.

Following a revision of accounting requirements (IAS 19r), an adjustment to various figures for the previous year was neces-sary in both the income statement and balance sheet. An explanation of the amendment is provided in the notes to this report, along with reconciliation figures.

Increased expenses resulting from the change in the valuation requirements for pension liabilities under IAS 19r were more than compensated for on the basis of a switch from a defined benefit to a modified defined contribution plan in Switzerland.

9


GfK GROUP: KEY FIGURES

In EUR million (rounded)

3. Quarter 20123)

3. Quarter 2013

Change

in %Q1 – Q3 20123)

Q1 – Q3 2013

Change

in %

Sales 376.7 361.4 – 4.1 1,096.8 1,090.0 – 0.6

EBITDA 50.5 55.0 9.0 147.3 150.9 2.4

Adjusted operating income 44.3 49.9 12.5 125.5 126.3 0.6

Margin in percent1) 11.8 13.8 11.4 11.6

Operating income 36.0 40.2 11.7 103.4 107.4 3.9

EBIT 35.7 40.8 14.3 104.4 108.7 4.2

Other financial income / expenses – 6.6 – 8.7 – 32.0 – 15.1 – 20.1 – 33.2

Consolidated total income 14.8 18.9 28.2 55.8 56.9 1.9

Cash flow from operating activities 48.1 92.8 92.8 73.4 123.5 68.3

Earnings per share in EUR 0.34 0.43 26.5 1.30 1.32 1.5

Adjusted earnings per share in EUR3) 0.58 0.69 19.0 1.91 1.83 – 4.2

1) Adjusted operating income in relation to sales2) Consolidated total income attributable to equity holders of the parent plus highlighted items

divided by the weighted average number of shares in the reporting period3) Adjusted due to the retrospective application of IAS 19 (2011); cf. notes, section 2. Principles of consolidation and accounting policies

The Consumer Choices sector achieved a rise in AOI based on organic growth of 12.7% to €107.3 million. At the same time, the Consumer Experiences sector recorded a 17.5% decline in organic terms, with AOI amounting to €26.6 million.

The overall AOI increase was pleasing. It was achieved, despite the substantial devaluation of various currencies that are important to GfK’s operations and which had a total adverse effect on AOI of -4.1 percentage points. The rise in income was attributable to the strong trend in the Consumer Choices sector. The GfK Group margin was 11.6% after 11.4% in the first nine months of 2012. Following a weaker start to the year, the positive trend in AOI during the third quarter of 2013 meant that the figure for the previous year was exceeded overall.

Like its competitors, the GfK Group uses adjusted operating income (AOI) as a key performance indicator. The explanations regarding business performance using AOI 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. AOI is determined by eliminating expenses and income items that distort the evaluation of operating earnings power from operating income. The balance of these expenses and income, which are referred to as highlighted items, was substantially reduced compared with the same period in the previous year. In the first nine months of 2013, highlighted items totaled €-18.9 million, after €-22.1 million in the same period of the previous year.

Personnel expenses for share-based remuneration were down by €1.8 million. This was due to the fact that only two of four tranches of the new program, which will exist concurrently once in place, were launched following a reorganization of long-term share-based remuneration for the senior management. The total of non-operating compensation payments, which are included in expenses from restructuring and improvement projects, was reduced from €3.5 million to €2.1 million. The bal-ance of write-ups and write-downs of additional assets on acquisitions was also down. The negative result from currency translation improved by €2.7 million compared with the previous year.

The balance of income and expenses from non-recurring effects deteriorated by €4.6 million. This was essentially attributable to an increase in provisions for penalties and consultancy fees in connection with irregularities uncovered last year at our Turkish subsidiary. Provisions were increased by €5.1 million, of which €3.6 million are reported under highlighted items. A further €0.5 million are included in the financial result (penalty interest) and the resultant tax liability increased by €1.0 mil-lion (expansion of the investigation to include tax on income).

EBIT rose by 4.2% from €104.4 million in the same period of the previous year to €108.7 million. EBITDA, which at the end of June was slightly below the previous year’s level, increased by 2.4% on the previous year to €150.9 million.

The other financial result, which represents the balance of other financial income and other financial expenses, stood at €-20.1 million after €-15.1 million in the first nine months of 2012. In the previous year, this figure included an amount of €2.5 million relating to the revaluation of a put option.

The tax ratio decreased slightly from 37.5% in the previous year to 35.8%. However, it was negatively impacted by approx. 2 percentage points as a result of the transfer to provisions for Turkey and associated expenses that are not deductible.

Earnings per share rose by €0.02 compared with the same period in the previous year and amounted to €1.32. As at 30 Sep-tember 2013, the total number of GfK SE shares in circulation was 36,503,896 and unchanged compared with year-end 2012.

10


ADJUSTED OPERATING INCOME1)

In EUR million

Q1 – Q3 20122)

Q1 – Q3 2013

Operating income 103.4 107.4

Write-ups and write-downs of additional assets identified on acquisitions – 8.6 – 7.4

Income and expenses in connection with share and asset deals – 1.0 – 0.2

Income and expenses in connection with reorganization and improvement projects – 6.8 – 5.3

Personnel expenses for share-based incentive payments – 3.2 – 1.5

Currency conversion differences – 2.1 0.6

Income and expenses related to one-off effects and other exceptional circumstances – 0.4 – 5.0

Total highlighted items – 22.1 – 18.9

Adjusted operating income 125.5 126.3

1) rounded 2) Adjusted due to the retrospective application of IAS 19 (2011); cf. notes, section 2. Principles of consolidation and accounting policies

3. CASH FLOW AND INVESTMENT

The Cash flow from operating activities was considerably up. For the first nine months of 2013, a rise of 68.3% to €123.5 million was achieved on the same period in the previous year. The measures taken since the beginning of the year to improve the working capital situation had a considerable, favorable impact here.

The cash outflow from investing activities was reduced by €64.4million to €85.2 million as a result of fewer acquisitions. In the first nine months of 2013, an aggregated amount of €33.9 million was used for acquisitions, whereas €95.3 million were invested in the same period of the previous year. Investment in intangible assets was increased by €12.9 million to €36.7 million. At the same time, investments in tangible assets were €17.1 million lower than in the same period of the previous year, during which a substantial amount was invested in a building.

Accordingly, the free cash flow after acquisitions, other investments and asset disposals was considerably higher, up from a deficit of €-76.2 million in the same period of the previous year to €38.3 million.

At the end of September 2013, GfK had cash and cash equivalents of €81.6 million (30 September 2012: €68.5 million). The unutilized credit lines amounted to €266.8 million as at 30 September 2013.

4. ASSETS AND CAPITAL STRUCTURE

During the first nine months of 2013, GfK Group’s total assets decreased by €31.9 million to €1,848 million compared with the figure at year-end 2012. This was mainly due to the revaluation of the euro, which impacted on various balance sheet items including goodwill and other reserves. Financial liabilities shifted from current to non-current liabilities, as a loan note was raised and bank loans were repaid at the same time. In addition, liabilities under option agreements were reduced, es-sentially following the exercise of the option on the remaining shares in media control® GfK International GmbH.

Equity was down by 1.3% in the first nine months of 2013, primarily as a result of the revaluation of the euro against the pound sterling and US dollar. As at 30 September 2013, it amounted to €772 million (31 December 2012: €782 million, 30 June 2013: €764 million). Overall, the equity ratio was slightly up by 0.2 percentage points to 41.8%. GfK SE’s share capital was constant at €153 million.

Net debt amounted to €441.7 million at the end of September 2013. This represents a reduction of €20.1 million on year-end 2012.

As at 30 September 2013, the ratio of net debt to EBITDA was 2.23 (31 December 2012: 2.40) and the ratio of EBITDA to inter-est expenses 8.66 (31 December 2012: 9.43). The covenants agreed with the banks were comfortably met once again. The revolving credit facility amounting to €200 million had not been drawn as at 30 September 2013 and is therefore still available in full.

5. TRENDS IN THE SECTORS

GfK conducts its business activities in two sectors, Consumer Experiences and Consumer Choices.

The Consumer Experiences sector deals with consumer habits, behavior, perceptions and attitudes and answers the who, why and how of consumption. This research is based on flexible creative methods. GfK is developing pioneering new procedures to deliver a profound understanding of how consumers experience brands and services.

11


STRUCTURE OF SALES GROWTH BY SECTORS1)

Total

Consumer Experiences

– 2.0 %

Consumer Choices

1.4 %

Other2)

0.5 %

Total

– 0.6 %

1) Figures from the Management-Information System – rounded Currency Acquisitions Organic2) Other division

– 2.5% – 1.1% 1.6%

– 2.5%

0.0% – 1.1% 1.6%

0.9% 1.0%– 2.5%

0.1% 3.8%

The Consumer Choices sector investigates what is bought by consumers, when and where. The main focus here is on con-tinuous measurement of market volumes and trends. All the significant sales and information channels and media are in-cluded in the process of analysis.

Consumer Experiences: In the first nine months of 2013, sales in the Consumer Experiences sector were 2.0% lower than in the same period of the previous year. The figure was adversely affected by currency effects of -2.5 percentage points.

However, sales were also 1.1 percentage points down in organic terms. Acquisitions increased sales by 1.6 percentage points.

The business trend in this sector was unsatisfactory in North America, where contracts were postponed, and in Italy, owing to the deterioration in economic conditions. Business in the Healthcare, Technology and Retail segments fell short of expec-tations.

Further progress was made on introducing global digital products. In the third quarter of 2013, first contracts were already won on the strength of the very first product launched on the basis of DRIVE, the digital platform presented in the last quar-terly report. For example, GfK Echo is being used to record global customer feedback in real time on behalf of a pharmaceu-tical group, process it instantly and illustrate it in a user-friendly format.

Activities in Healthcare were expanded to include Asia, where the first major contract for a group with global operations was awarded. Expansion of the consumer panels in future growth markets also continued. GfK acquired the first client contracts for the new panel set up in South Africa. Business based on the consumer panel in Russia developed particularly positive.

The sector’s AOI remained below the previous year’s level. In the first nine months of 2013, it amounted to €26.6 million. The like-for-like comparison of the first nine months indicates a decrease in AOI of 18.9% compared with previous year. This was caused by the temporary under-utilization of capacity as a result of lower sales. At 4.2%, the margin was down on the figure of 5.0% for the previous year.

Consumer Choices: Development in the Consumer Choices sector was once again positive, at 1.4 percentage points. Or-ganic growth accounted for 3.8%, the same growth rate as at 30 June 2013. Currency effects reduced sales by 2.5 percentage points.

With the exception of Asia and the Pacific, where the exchange rate of the Japanese yen impacted negatively, all of the regions recorded sales growth compared with the previous year.

In the segment of Home, Health & Lifestyle, which contributes approximately 40% to sales in Retail Tracking (retail panel), all product categories recorded sales growth. Within the segment, Digital Products, the categories IT and telecommunications achieved an expansion in business. Mobile Insights, an innovative product for analyzing mobile internet traffic, is now being rolled out in Germany and the UK. The service currently offered comprises recording online browsing information as well as data on app usage.

12


CONSUMER EXPERIENCES1)

in EUR million 2012

Q1 – Q3 2013

Change in %

Sales 650.4 637.2 – 2.0

Adjusted operating income 32.8 26.6 – 18.9

Margin in per cent2) 5.0 4.2

1) Figures from the Management-Information System – rounded 2) Adjusted operating income in relation to sales

CONSUMER CHOICES1)

in EUR million 2012

Q1 – Q3 2013

Change in %

Sales 442.7 449.0 1.4

Adjusted operating income 99.3 107.3 8.1

Margin in per cent2) 22.4 23.9

1) Figures from the Management-Information System – rounded 2) Adjusted operating income in relation to sales

AOI of the Consumer Choices sector increased by 8.1% in the first three quarters of this year, and in organic terms by as much as 12.7 percentage points to €107.3 million. Following a subdued start to the year, the rate of growth in income has therefore accelerated in the sector. Irrespective of further investment as part of implementing the new corporate strategy and the ongoing roll-out of the products Mobile and Location Insights, as well as the continuing internationalization of the sector’s media business activities, the margin exceeded the figure for the previous year of 22.4% and amounted to 23.9%.

Other: Complementary to the two sectors is the Other category, which unites the central services that GfK provides for its

subsidiary companies and other services unrelated to market research.

In the first nine months of 2013, sales generated by the Other category amounted to an unchanged €3.7 million. Of the costs incurred by the segment €7.7 million were not covered, compared with €6.6 million in the same period of the previous year.

6. REGIONAL TRENDS

The GfK Group offers its products and services in over 100 countries via a network of subsidiaries. In geographic terms, busi-ness is divided into six regions: Northern Europe, Southern and Western Europe, Central Eastern Europe/META, Latin Amer-ica, North America as well as Asia and the Pacific.

In Northern Europe, the trend was somewhat more moderate after a very strong second quarter. In the first nine months of this year, organic growth in sales in the region amounted to 0.3%. However, currency effects reduced overall growth to -0.9%. Sales totaled €441.6 million after €445.8 million in the same period of the previous year.

In many countries in the region Southern and Western Europe, including Greece, Portugal and France, the prevailing busi-ness climate was difficult. This was also increasingly evident for GfK’s business. Although the decline in sales for the third quarter was less marked than that recorded in the second quarter of 2013, it amounted to -4.3% in total.

Business in the Central Eastern Europe/META (Middle East, Turkey and Africa) region developed positively, with a sales increase of 6.9% to €92.6 million in the first nine months of 2013, despite negative currency effects. In several countries within the region, the focus on syndicated products was evident. Business based on the consumer panel in Russia was

13


OTHER1)

in EUR million 2012

Q1 – Q3 2013

Change in %

Sales 3.7 3.7 0.5

Adjusted operating income – 6.6 – 7.7 – 16.8


STRUCTURE OF SALES GROWTH IN THE REGIONS1)

Total

Northern Europe

– 0.9 %

Southern & Western Europe

– 4.3 %

Central Eastern Europe/META

6.9 %

Latin America

5.4 %

North America

– 2.0 %

Asia and the Pacific

1.4 %

Total

– 0.6 %

1) Figures from the Management-Information System – rounded Currency Acquisitions Organic

– 2.8% 2.2% 7.6%

14.7%

4.1% – 3.6% – 2.5%

1.0% – 2.5% 0.9%

– 8.6% 10.0%

– 4.4% 0.1%

0.2% 0.3% – 1.4%

– 9.3%

substantially boosted and the first contracts were awarded in South Africa for the newly established panel. In addition, the pooling of back office functions created a more efficient structure in some of the region’s smaller countries.

The Latin America region also achieved significant growth, with growth in the third quarter exceeding the already strong

trend of the first half of the year to amount to 14.7% overall in organic terms. Despite marked currency effects of -9.3 percent-age points, overall growth of 5.4% was reported.

Conversely, the business trend in the North America region was weaker, with sales down 2.0% to €192.9 million. Although acquisitions contributed growth of 4.1 percentage points, organic growth was down by 3.6 percentage points. The most sub-stantial sales losses were recorded in ad hoc business and here, in particular, in the segments Consumer Goods, Technology and Retail. In contrast, the business trend was pleasing in the Media and Forecasting segments, both of which are based in the Consumer Choices sector. However, the sector has made a lower contribution to sales in this region to date than at Group level. Business at the companies acquired in recent years was also strong.

The GfK companies in Asia and the Pacific achieved sales of €115.0 million and at 10.0%, once again recorded a very pleas-ing growth rate in organic terms. However, considerable negative currency effects of 8.6 percentage points depressed overall growth to 1.4%.

7. OWN THE FUTURE – IMPLEMENTATION OF THE NEW CORPORATE STRATEGY IS PROGRESSING

GfK has pursued its Own the Future strategy since 1 January 2012. The aim of the strategy is to make global use of strengths within GfK for specific client groups and in various regions in the future. For this purpose, products are being harmonized and adapted for an increasingly networked digital world. A new organizational structure with global and regional responsi-bilities has been created to support shared utilization of existing data and resources as well as the transfer of expertise on various sectors, client groups and regions among GfK experts.

Key areas of implementing the strategy currently include the roll-out of financial systems, the introduction of a uniform sys-tem for measuring resource utilization in data collection and production, the roll-out of global and digital products, as well as the ongoing upgrade of core IT systems. The set-up of a global marketing and communications unit has been completed.

At strategic level, the development of a data architecture to support the processing of consumer data has progressed further. Priority in this process is given to measuring consumer behavior across various media, including TV, online and mobile.

In the Consumer Experiences sector, good progress was made on harmonizing the product range on the basis of a uniform market presence. A standardized product management system has been established, which coordinates processes from initial product idea to market launch and throughout all further phases of lifecycle management. With regard to the development of new products, the specialist offshore service centers are increasingly used to achieve greater efficiency. In the Consumer Choices sector, the relocation of coding activities to the centralized coding center in Bulgaria was accelerated.

GfK will continue to focus on long-term growth. High priority is given to the transformation of the business model, which has commenced and is geared to digitization and system-supported automation of business processes. The aim is to gradually increase digital and data-supported sales potential. On this basis, the Group’s intention is for the Consumer Choices sector to expand more rapidly while business developments in the Consumer Experiences sector will be significantly more restrained during the phase of transformation due to the planned portfolio alignment aimed at focusing on new business areas that de-liver higher margins and digital products. This may be reflected in more marked volatility in quarterly results during the phase of transformation.

14


REGIONS: SALES GROWTH1)

in EUR million 2012

Q1 – Q32013

Change in %

Northern Europe 445.8 441.6 – 0.9

Southern & Western Europe 208.5 199.6 – 4.3

Central Eastern Europe/META 86.6 92.6 6.9

Latin America 45.6 48.1 5.4

North America 196.8 192.9 – 2.0

Asia and the Pacific 113.5 115.0 1.4

Total 1096.8 1090.0 – 0.6


For the years up to 2015, GfK expects to achieve organic growth that outperforms the market by 1 to 2 percentage points and gain additional market share. The target AOI margin for 2015 is an increase to between 14% and 15%.

8. NUMBER OF EMPLOYEES

The HR expansion was not continued during the third quarter of 2013. As at 30 September 2013, the GfK Group had 12,912 employees, 234 more than at the end of 2012 but only two more than at the end of the first half of 2013. A large number of new employees joined the Group in the first quarter as part of creating centralized services in line with the corporate strategy, such as the new coding centre for the Consumer Choices sector. In addition, many ex-freelancers have been employed fol-lowing legal changes and changes in the organizational structure. A total of 13 employees contributed to the increase in staff numbers as a result of companies being consolidated for the first time. At the end of the third quarter of 2013, the Group employed 10,736 staff outside Germany and 2,176 in Germany. In the first nine months of the current year, personnel ex-penses amounted to €505.9 million (same period in the previous year: €500.3 million). The personnel cost ratio, which ex-presses the ratio of personnel expenses to sales, increased from 45.6% to 46.4%. Some costs which were previously re-ported as services bought in are now stated under personnel expenses.

9. RESEARCH AND DEVELOPMENT

GfK Echo, the first product to be launched on the basis of the DRIVE platform, is typical of GfK’s development of global digi-tal products. GfK Echo enables real-time recording of customer feedback, processing and illustrating it in a user-friendly format.

The newly developed GfK Innovation Roadmap is a strategic innovation process, which provides organizational support throughout the entire innovation process – from initial growth planning to market launch. To this end, market dynamics are researched and market opportunities identified with a view to facilitating market penetration. Based on structured research methods for the various stages of the innovation process, GfK delivers implementation-oriented growth planning, a pipeline with convincing innovation campaigns and suggestions for action plans.

Sociolog.dx, GfK’s range of digital qualitative market research tools, has been expanded with an app. It considerably in-creases the willingness of respondents to participate in market research surveys and, unlike the traditional approach which is purely based on questions, enables an interactive and entertaining exchange with respondents, which produces more in-depth insights into consumer motivation.

10. ORGANIZATION AND ADMINISTRATION

The Group has embraced the challenges associated with globalization and set up an organizational structure that enables the local GfK companies to respond to market opportunities quickly and efficiently. GfK SE, which is headquartered in Nurem-berg, Germany, simultaneously acts as a holding company and operating unit. In Germany, the GfK Group network com-prises the parent company, 13 consolidated associates and another associate as well as four non-consolidated affiliated companies. Worldwide, the GfK Group has 144 consolidated associates and 15 other associates, three participations and 33 non-consolidated affiliated companies. In the period under review, the organizational structure was streamlined. A total of seven existing companies and two companies acquired during the period under review were merged with other Group companies.

11. CHANGES IN PARTICIPATIONS IN THE THIRD QUARTER OF 2013

In July 2013, GfK acquired 100% of the shares in Dutch company PCNData. The acquisition of this company has given GfK access to leaflet and online promotion data of Belgian and Dutch food retailers (FMCG). Combined with the existing con-sumer panel data and expertise of GfK consultants, GfK is able to offer clients advice on advertising and promotion efficiency and their optimization.

15


CHANGES IN THE GfK NETWORK DURING THE THIRD QUARTER OF 2013

Company

Reason for investment

Shareholding in %

Sector

Country

PCNData Acqquisition 100% Consumer Experiences Southern & Western Europe

12. IMPORTANT EVENTS AFTER THE REPORTING DATE OF 30 SEPTEMBER 2013

At the day of the publication of the quarterly results, GfK signed a memorandum of understanding with four of the leading TV channels in Brazil for the introduction of a new TV audience measurement system and audience research. The agreement worth more than USD 100 million is scheduled to be signed in the coming weeks and shall cover a term of five years.

13. OPPORTUNITY AND RISK POSITION

The risk position and opportunities of the GfK Group are described in the Group Management Report as at 31 December 2012. No material changes have occurred compared with the description provided there and no risks have been identified that could jeopardize the continued existence of the Group.

The GfK Group’s risk position is impacted by the ongoing uncertainties relating to the economic environment. If the global economic situation should worsen significantly and severely affect the business of GfK clients, this could also impact on GfK.

The GfK business model is subject to seasonally related fluctuations. Traditionally, sales and income trends are significantly better in the fourth quarter than the other quarters, given that the year-end business is highly relevant to GfK clients’ opera-tions.

Thanks to its global network as a full-service provider, the GfK Group is well-positioned. GfK meets new challenges in the market research industry with an innovative portfolio of products and services tailored to client requirements.

14. OUTLOOK

GfK expects global economic growth to remain sluggish in the course of this year, especially in the industrialized nations. Although there increasingly are signs of an easing in the eurozone, the recession is expected to continue in Southern and Western Europe. Any impetus is likely to be provided by the emerging markets, where GfK also remains on course for growth.

The level of incoming orders in the GfK Group is satisfactory. At the end of September, a total of 96.0% of the annual sales required to achieve the forecast had already been posted or were in the order book. As the key performance indicator for the order book was changed from an invoicing based approach to a sales based approach, an exact comparison with previous year’s figure is not possible.

In the fourth quarter of 2013, GfK will continue to make every effort in driving forward the optimization of the Group’s struc-ture and implementation of its strategy. This will favorably impact on the business trend in the medium term. Provided that the economic situation will not worsen, GfK still anticipates organic growth of up to 3% in 2013. Despite the scheduled ex-penses for developing new business, GfK aims to achieve an AOI margin (adjusted operating income, AOI, in relation to sales) of between 12.4% and 13% in the current financial year.

*The outlook contains predictive statements on future 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 statements of a predictive nature. Such predictive statements

contain comments on the anticipated development sales proceeds and income for 2010.

Such statements are subject to risks and uncertainties, for example, economic effects

such as exchange rate fluctuations and changes in interest rates. Some uncertainties and

other unforeseen factors which might affect ability to achieve targets are described un-

der “risk position” in the Management Report. If these or other uncertainties and unfore-

seen factors arise or the assumptions on which the statements are based prove to be in-

correct, actual 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.

16


17


CONSOLIDATED INCOME STATEMENT OF GfK GROUPfrom April 1 to September 30, 2013 in EUR ’000 (according to IFRS, not audited)

Q3 2012 1)

% of sales

Q3 2013

% of sales

abs.

%

Sales 376,728 100.0% 361,408 100.0% – 15,320 – 4.1%

Cost of sales – 254,002 – 67.4% – 238,113 – 65.9% 15,889 – 6.3%

Gross income from sales 122,726 32.6% 123,295 34.1% 569 0.5%

Selling and general administrative expenses – 82,667 – 21.9% – 78,038 – 21.6% 4,629 – 5.6%

Other operating income 3,008 0.8% 4,952 1.4% 1,944 64.6%

Other operating expenses – 7,098 – 1.9% – 10,016 – 2.8% – 2,918 41.1%

Operating income2) 35,969 9.5% 40,193 11.1% 4,224 11.7%

Income from associates – 252 – 0.1% 610 0.2% 862 – 342.1%

Other income from participations 0 0.0% 4 0.0% 4 –

ebit 35,717 9.5% 40,807 11.3% 5,090 14.3%

Other financial income 3,099 0.8% 912 0.3% – 2,187 – 70.6%

Other financial expenses – 9,708 – 2.6% – 9,637 – 2.7% 71 – 0.7%

Income from ongoing business activity 29,108 7.7% 32,082 8.9% 2,974 10.2%

Tax on income from ongoing business activity – 14,340 – 13,153 1,187 – 8.3%

CONSOLIDATED TOTAL INCOME 14,768 3.9% 18,929 5.2% 4,161 28.2%

Attributable to equity holders of the parent: 12,654 3.4% 15,710 4.3% 3,056 24.2%

Attributable to minority interests: 2,114 0.6% 3,219 0.9% 1,105 52.3%


Basic earnings per share (EUR) 0.34 0.43 0.09 26.5%

Diluted earnings per share (EUR) 0.34 0.43 0.09 26.5%

Adjusted earnings per share (EUR) 0.58 0.69 0.11 19.0%

For information:

Personnel expenses – 170,259 – 45.2% – 165,046 – 45.7% 5,213 – 3.1%

Depreciation/amortization – 14,760 – 3.9% – 14,235 – 3.9% 525 – 3.6%

ebitda 50,477 13.4% 55,042 15.2% 4,565 9.0%

1) Adjusted due to the retrospective application of IAS 19 (2011); cf. notes, section 2. Principles of consolidation and accounting policies.

2) Reconciliation to internal management indicator “adjusted operating income“ amounting to EUR 49,891 thousand (Q3 2012: 44,344 thousand) as indicated on page 10.

18


CONSOLIDATED INCOME STATEMENT OF GfK GROUPfrom January 1 to September 30, 2013 in EUR ’000 (according to IFRS, not audited)

Q1 – Q3 2012 1)

% of sales

Q1 – Q3 2013

% of sales

abs.

%

Sales 1,096,805 100.0% 1,089,963 100.0% – 6,842 – 0.6%

Cost of sales – 745,365 – 68.0% – 737,498 – 67.7% 7,867 – 1.1%

Gross income from sales 351,440 32.0% 352,465 32.3% 1,025 0.3%

Selling and general administrative expenses – 239,774 – 21.9% – 239,147 – 21.9% 627 – 0.3%

Other operating income 11,443 1.0% 15,605 1.4% 4,162 36.4%

Other operating expenses – 19,713 – 1.8% – 21,533 – 2.0% – 1,820 9.2%

Operating income2) 103,396 9.4% 107,390 9.9% 3,994 3.9%

Income from associates 943 0.1% 1,267 0.1% 324 34.4%

Other income from participations 53 0.0% 81 0.0% 28 52.8%

ebit 104,392 9.5% 108,738 10.0% 4,346 4.2%

Other financial income 13,533 1.2% 18,953 1.7% 5,420 40.1%

Other financial expenses – 28,636 – 2.6% – 39,066 – 3.6% – 10,430 36.4%

Income from ongoing business activity 89,289 8.1% 88,625 8.1% – 664 – 0.7%

Tax on income from ongoing business activity – 33,471 – 31,768 1,703 – 5.1%


Attributable to equity holders of the parent: 47,605 4.3% 48,073 4.4% 468 1.0%

Attributable to minority interests: 8,213 0.7% 8,784 0.8% 571 7.0%


Basic earnings per share (EUR) 1.30 1.32 0.02 1.5%

Diluted earnings per share (EUR) 1.30 1.32 0.02 1.5%

Adjusted earnings per share (EUR) 1.91 1.83 – 0.08 – 4.2%

For information:

Personnel expenses – 500,287 – 45.6% – 505,897 – 46.4% – 5,610 1.1%

Depreciation/amortization – 42,946 – 3.9% – 42,172 – 3.9% 774 – 1.8%

ebitda 147,338 13.4% 150,910 13.8% 3,572 2.4%

Change


2) Reconciliation to internal management indicator “adjusted operating income“ amounting to EUR 126,272 thousand (Q1 – Q3 2012: EUR 125,526 thousand) as indicated on page 10.

19


Q1 – Q3 2012 1)

Q1 – Q3 2013

Consolidated total income 55,818 56,857

Write-downs/write-ups of intangible assets 23,518 22,104

Write-downs/write-ups of tangible assets 19,428 20,068

Write-downs/write-ups of other financial assets 532 460

Total write-downs/write-ups 43,478 42,632

Increase/decrease in inventories and trade receivables – 17,779 32,089

Increase/decrease in trade payables and liabilities on orders in progress – 4,023 19,406

Changes in other assets not attributable to investing or financing activity – 19,522 – 12,574

Changes in other liabilities not attributable to investing or financing activity – 11,231 – 18,961

Profit/loss from the disposal of non-current assets 87 – 60

Non-cash income from associates – 915 – 1,104

Increase/decrease in long-term provisions 2,719 – 2,490

Other non-cash income/expenses 12,559 – 1,022

Net interest income 15,164 14,852

Change in deferred taxes 662 – 302

Current income tax expense 32,809 32,370

Taxes paid – 36,460 – 38,186

a) Cash flow from operating activity 73,366 123,507

Cash outflows for investments in intangible assets – 23,819 – 36,672

Cash outflows for investments in tangible assets – 30,670 – 13,545

Cash out-/inflows for acquisition of consolidated companies and other business units, net of cash acquired – 95,331 – 33,866

Cash outflows for other financial assets – 987 – 1,493

Cash inflows from disposal of intangible assets 404 57

Cash inflows from disposal of tangible assets 647 346

Cash inflows from the sales of consolidated companies and other business units, net of cash disposed of 0 0

Cash inflows from disposal of other financial assets 162 8

b) Cash flow from investing activity – 149,594 – 85,165

Cash inflows from equity contributions 0 0

Dividend payments to equity holders of parent – 23,728 – 23,728

Dividend payments to minority interests and other equity transactions – 4,882 – 4,191

Cash inflows from loans raised 149,414 136,605

Cash outflows for repayment of loans – 68,829 – 105,750

Interest received 746 732

Interest paid – 17,306 – 18,056

c) Cash flow from financing activity 35,415 – 14,388

Changes in cash and cash equivalents (total of a), b) and c)) – 40,813 23,954

Changes in cash and cash equivalents owing to exchange gains/losses and valuation 1,939 – 9,603

Cash and cash equivalents at the beginning of the period 105,869 66,376

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 66,995 80,727

CONSOLIDATED CASH FLOW STATEMENTfrom January 1 to September 30, 2013 in EUR ’000 (according to IFRS, not audited)


20


CALCULATION OF NET DEBT AND FREE CASH FLOWin EUR ’000 (according to IFRS, not audited)

Calculation of net debt 31.12.20121) 30.09.2013

Liquid funds 66,376 80,727

Short-term securities and time deposits 1,466 908

Liquid funds, short-term securities and time deposits 67,842 81,635

Liabilities to banks – 203,435 – 230,614

Pension obligations – 64,509 – 57,297

Liabilities from finance leases – 923 – 624

Other interest-bearing liabilities – 260,755 – 234,783

Interest-bearing liabilities – 529,622 – 523,318

Net debt – 461,780 – 441,683

Calculation of free cash flow

30.09.20121)

30.09.2013


Write-downs/write-ups of intangible assets 23,518 22,104

Write-downs/write-ups of tangible assets 19,428 20,068

Write-downs/write-ups of other financial assets 532 460

Others – 25,930 24,018

Cash flow from operating activity 73,366 123,507

Capital expenditure – 46,684 – 50,217

Free cash flow before acquisitions, other investments and asset disposals 26,682 73,290

Acquisitions – 95,914 – 33,962

Other financial investments – 8,209 – 1,397

Asset disposals 1,213 411

Free cash flow after acquisitions, other investments and asset disposals – 76,228 38,342


21


CONSOLIDATED BALANCE SHEET as of September 30, 2013 in EUR ’000 (according to IFRS, not audited)

ASSETS

31.12.20121) 30.09.2013

Goodwill 919,036 900,186

Other intangible assets 249,909 259,783

Tangible assets 111,812 103,631

Investments in associates 15,193 15,951

Other financial assets 4,932 5,888

Deferred tax assets 49,441 50,456

Non-current other assets and deferred items 10,694 9,234

Non-current assets 1,361,017 1,345,129

Trade receivables 397,564 356,726

Current income tax assets 16,420 15,439

Securities and fixed-term deposits 1,466 908

Cash and cash equivalents 66,376 80,727

Current other assets and deferred items 37,001 49,063

Current assets 518,827 502,863

ASSETS 1,879,844 1,847,992


22


CONSOLIDATED BALANCE SHEET as of September 30, 2013 in EUR ’000 (according to IFRS, not audited)

EQUITY AND LIABILITIES

31.12.20121) 30.09.2013

Subscribed capital 153,316 153,316

Capital reserve 212,403 212,403

Retained earnings 403,936 428,185

Other reserves – 30,757 – 65,845

Equity attributable to equity holders of the parent 738,898 728,059

Minority interests 43,117 44,125

EQUITY 782,015 772,184

Long-term provisions 88,029 73,679

Non-current interest-bearing financial liabilities 308,357 413,697

Deferred tax liabilities 82,759 82,414

Non-current other liabilities and deferred items 4,422 3,997

Non-current liabilities 483,567 573,787

Short-term provisions 38,043 29,283

Current income tax liabilities 22,037 15,957

Current interest-bearing financial liabilities 156,756 52,324

Trade payables 86,957 82,366

Liabilities on orders in progress 143,797 162,829

Current other liabilities and deferred items 166,672 159,262

Current liabilities 614,262 502,021

LIABILITIES 1,097,829 1,075,808

EQUITY AND LIABILITIES 1,879,844 1,847,992

Equity ratio 41.6% 41.8%


23


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME from January 1 to September 30, 2013 in EUR ’000 (according to IFRS, not audited)

Q1 – Q3 20121)

Q1 – Q3 2013


Items that will not be reclassified to profit or loss:

Actuarial gains/losses on defined benefit plans – 60 269

Items that will be reclassified in future to profit or loss:

Currency translation differences 19,871 – 37,244

Valuation of net investment hedges for foreign subsidiaries 0 – 42

Changes in fair value of cash flow hedges (effective portion) – 164 14

Changes in fair value of equity securities available-for-sale 15 0

Other comprehensive income (net of taxes) 19,662 – 37,003

Total comprehensive income 75,480 19,854

Attributable to:

Equity holders of the parent 66,611 13,252

Minority interests 8,869 6,602

Total comprehensive income 75,480 19,854


24


CONSOLIDATED EQUITY CHANGE STATEMENT OF GfK GROUP

from January 1 to September 30, 2013 in EUR ’000 (according to IFRS, not audited)

Attributable to equity holders Attributable to equity holders of the parent of the parent

Other reserves

Subscribed

capital

Capital reserve

Retained earnings

Translation

reserve

Hedging reserve

Fair value

reserve

Total

Minority interests

Total

equity

Balance at January 1, 2012 152,159 213,560 382,285 – 45,773 18,887 – 15 721,103 39,733 760,836Amended due to IAS 19 (2011) 2,680 2,680 2,680Balance at January 1, 2012 after amendment 152,159 213,560 384,965 – 45,773 18,887 – 15 723,783 39,733 763,516Total comprehensive income for the periodConsolidated total income 47,605 47,605 8,213 55,818Other comprehensive income Foreign currency translation differences 19,215 19,215 656 19,871 Effective portion of changes in fair value of cash flow hedges, net of tax – 164 – 164 – 164 Net change in fair value of available-for-sale financial assets, net of tax 15 15 15 Defined benefit plan actuarial gains and losses, net of tax – 60 – 60 – 60Total other comprehensive income 0 0 – 60 19,215 – 164 15 19,006 656 19,662Total comprehensive income for the period 0 0 47,545 19,215 – 164 15 66,611 8,869 75,480Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders – 23,728 – 23,728 – 5,101 – 28,829Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 567 – 567 – 204 – 771 Other changes 1,157 – 1,158 285 284 – 522 – 238Total transactions with owners, recorded directly in equity 1,157 – 1,158 – 24,010 0 0 0 – 24,011 – 5,827 – 29,838

BALANCE AT SEPTEMBER 30, 2012 153,316 212,402 408,500 – 26,558 18,723 0 766,383 42,775 809,158Balance atOctober 1, 2012 153,316 212,402 408,500 – 26,558 18,723 0 766,383 42,775 809,158Total comprehensive income for the periodConsolidated total income 4,493 4,493 3,807 8,300Other comprehensive income Foreign currency translation differences – 22,804 – 22,804 – 1,627 – 24,431 Effective portion of changes in fair value of cash flow hedges, net of tax – 121 – 121 – 121 Net change in fair value of available-for-sale financial assets, net of tax 3 3 3 Defined benefit plan actuarial gains and losses, net of tax – 8,942 – 8,942 – 40 – 8,982Total other comprehensive income 0 0 – 8,942 – 22,804 – 121 3 – 31,864 – 1,667 – 33,531Total comprehensive income for the period 0 0 – 4,449 – 22,804 – 121 3 – 27,371 2,140 – 25,231Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders 0 – 2,163 – 2,163Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 126 – 126 0 – 126 Other changes 1 11 12 365 377Total transactions with owners, recorded directly in equity 0 1 – 115 0 0 0 – 114 – 1,798 – 1,912

Balance at December 31, 2012 153,316 212,403 403,936 – 49,362 18,602 3 738,898 43,117 782,015Balance at January 1, 2013 153,316 212,403 403,936 – 49,362 18,602 3 738,898 43,117 782,015Total comprehensive income for the periodConsolidated total income 48,073 48,073 8,784 56,857Other comprehensive income Foreign currency translation differences – 35,060 – 35,060 – 2,184 – 37,244 Valuation of net investment hedges for foreign subsidiaries, net of tax – 42 – 42 – 42 Effective portion of changes in fair value of cash flow hedges, net of tax 14 14 14 Net change in fair value of available-for-sale financial assets, net of tax 0 0 Defined benefit plan actuarial gains and losses, net of tax 267 267 2 269Total other comprehensive income 0 0 267 – 35,060 – 28 0 – 34,821 – 2,182 – 37,003Total comprehensive income for the period 0 0 48,340 – 35,060 – 28 0 13,252 6,602 19,854Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders – 23,728 – 23,728 – 5,340 – 29,068Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 600 – 600 – 211 – 811 Other changes 237 237 – 43 194Total transactions with owners, recorded directly in equity 0 0 – 24,091 0 0 0 – 24,091 – 5,594 – 29,685

BALANCE AT SEPTEMBER 30, 2013 153,316 212,403 428,185 – 84,422 18,574 3 728,059 44,125 772,184

25


Attributable to equity holders Attributable to equity holders of the parent of the parent

Other reserves

Subscribed

capital

Capital reserve

Retained earnings

Translation

reserve

Hedging reserve

Fair value

reserve

Total

Minority interests

Total

equity

Balance at January 1, 2012 152,159 213,560 382,285 – 45,773 18,887 – 15 721,103 39,733 760,836Amended due to IAS 19 (2011) 2,680 2,680 2,680Balance at January 1, 2012 after amendment 152,159 213,560 384,965 – 45,773 18,887 – 15 723,783 39,733 763,516Total comprehensive income for the periodConsolidated total income 47,605 47,605 8,213 55,818Other comprehensive income Foreign currency translation differences 19,215 19,215 656 19,871 Effective portion of changes in fair value of cash flow hedges, net of tax – 164 – 164 – 164 Net change in fair value of available-for-sale financial assets, net of tax 15 15 15 Defined benefit plan actuarial gains and losses, net of tax – 60 – 60 – 60Total other comprehensive income 0 0 – 60 19,215 – 164 15 19,006 656 19,662Total comprehensive income for the period 0 0 47,545 19,215 – 164 15 66,611 8,869 75,480Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders – 23,728 – 23,728 – 5,101 – 28,829Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 567 – 567 – 204 – 771 Other changes 1,157 – 1,158 285 284 – 522 – 238Total transactions with owners, recorded directly in equity 1,157 – 1,158 – 24,010 0 0 0 – 24,011 – 5,827 – 29,838

BALANCE AT SEPTEMBER 30, 2012 153,316 212,402 408,500 – 26,558 18,723 0 766,383 42,775 809,158Balance atOctober 1, 2012 153,316 212,402 408,500 – 26,558 18,723 0 766,383 42,775 809,158Total comprehensive income for the periodConsolidated total income 4,493 4,493 3,807 8,300Other comprehensive income Foreign currency translation differences – 22,804 – 22,804 – 1,627 – 24,431 Effective portion of changes in fair value of cash flow hedges, net of tax – 121 – 121 – 121 Net change in fair value of available-for-sale financial assets, net of tax 3 3 3 Defined benefit plan actuarial gains and losses, net of tax – 8,942 – 8,942 – 40 – 8,982Total other comprehensive income 0 0 – 8,942 – 22,804 – 121 3 – 31,864 – 1,667 – 33,531Total comprehensive income for the period 0 0 – 4,449 – 22,804 – 121 3 – 27,371 2,140 – 25,231Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders 0 – 2,163 – 2,163Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 126 – 126 0 – 126 Other changes 1 11 12 365 377Total transactions with owners, recorded directly in equity 0 1 – 115 0 0 0 – 114 – 1,798 – 1,912

Balance at December 31, 2012 153,316 212,403 403,936 – 49,362 18,602 3 738,898 43,117 782,015Balance at January 1, 2013 153,316 212,403 403,936 – 49,362 18,602 3 738,898 43,117 782,015Total comprehensive income for the periodConsolidated total income 48,073 48,073 8,784 56,857Other comprehensive income Foreign currency translation differences – 35,060 – 35,060 – 2,184 – 37,244 Valuation of net investment hedges for foreign subsidiaries, net of tax – 42 – 42 – 42 Effective portion of changes in fair value of cash flow hedges, net of tax 14 14 14 Net change in fair value of available-for-sale financial assets, net of tax 0 0 Defined benefit plan actuarial gains and losses, net of tax 267 267 2 269Total other comprehensive income 0 0 267 – 35,060 – 28 0 – 34,821 – 2,182 – 37,003Total comprehensive income for the period 0 0 48,340 – 35,060 – 28 0 13,252 6,602 19,854Transactions with owners, recorded directly in equityContributions by and distributions to owners Dividends to shareholders – 23,728 – 23,728 – 5,340 – 29,068Changes in ownership interest in subsidiaries that do not result in a change of control Acquisition of minority interests – 600 – 600 – 211 – 811 Other changes 237 237 – 43 194Total transactions with owners, recorded directly in equity 0 0 – 24,091 0 0 0 – 24,091 – 5,594 – 29,685

BALANCE AT SEPTEMBER 30, 2013 153,316 212,403 428,185 – 84,422 18,574 3 728,059 44,125 772,184

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF GfK SE

as at September 30, 2013

1. GENERAL INFORMATIONThe consolidated financial statements of GfK SE include the company itself and all consolidated subsidiaries. The GfK SE interim consolidated financial statements as at 30 September 2013 have been prepared on the basis of IAS 34 in accordance with the International Financial Reporting Standards (IFRS) and the relevant interpretations of the International Accounting Standards Board (IASB), as applicable under Regulation No. 1606/2002 of the European Parliament and Council, which relates to the application of international accounting standards within the EU. The interim financial state-ments do not include all explanations and details required for annual financial statements, and readers should therefore refer to the annual financial statements as at 31 December 2012 (www.gfk.com).

The requirements of the applicable standards have been fully complied with, resulting in a true and fair view of the net assets, financial position and results of operations of the GfK Group. No voluntary audit in accordance with Article 317 HGB (German Commercial Code) or review of the quarterly financial statements and interim management report as at 30 September 2013 has been performed by auditors.

2. PRINCIPLES OF CONSOLIDATION AND ACCOUNTING POLICIES

The consolidated financial statements of GfK SE as at 30 September 2013 are generally based on the same IFRS principles of consolidation and accounting policies as the consolidated financial statements as at 31 December 2012.

Since the beginning of financial year 2013, GfK has applied the amendments to IAS 1, Presentation of Financial Statements. There have been changes to the presentation of other comprehensive income in the statement of comprehensive income. Items of other comprehensive income, which are sub-sequently recycled into the income statement, are shown separately from items of other comprehensive income that are never recycled. In addition, for easier understanding, GfK now makes use of the option provided in IAS 1.91 and presents the statement of comprehensive income after taking into account tax effects.

In June 2011, the IASB resolved changes to IAS 19 Employee Benefits, which were adopted by the EU in June 2012. The application of the amended provisions of IAS 19 is generally mandatory with retrospective effect for the annual financial statements of reporting periods beginning on or after 1 January 2013.

Removing the corridor approach and the prohibition to immediately recognize actuarial gains and losses in other income through profit or loss have no impact on GfK, since actuarial gains and losses from defined benefit plans were already recognized in other income and reported in the revenue reserves prior to the revision of IAS 19.

In addition, the net interest approach has been introduced to determine net interest expenses and income. On the basis of the net defined benefit liabil-ity or net defined benefit asset, net interest is now calculated on the net liability (the net asset value) from a defined benefit plan by multiplying the net liability (the net asset value) at the beginning of the period with the discount rate applied to the defined benefit obligation (gross liability) at the start of the period.

Other amendments relate to recognition through profit or loss of the forfeitable past-service cost and the changed definition of termination benefits.

The tables below provide an overview of the effects on the GfK Group’s consolidated balance sheet as at 31 December 2012 and the consolidated income statement for the period from 1 January to 30 September 2012.

26


EFFECTS OF THE APPLICATION OF IAS 19 (2011) ON THE CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2012

in EUR‘000 December 31, 2012

Before amendment Amendment After amendment

IAS 19 (2008) IAS 19 (2011)

Total assets 1,880,502 – 658 1,879,844

of which deferred tax assets 50,099 – 658 49,441

Total equity 777,267 4,748 782,015

of which retained earnings 399,188 4,748 403,936

Total liabilities and provisions 1,103,235 – 5,406 1,097,829

of which long-term provisions 93,534 – 5,505 88,029

of which deferred tax liabilities 82,660 99 82,759

The change of €-233 thousand in consolidated total income produces a corresponding impact on the statement of comprehensive income and the statement of changes in equity for the first nine months of 2012.

Due to the minor adjustments in the consolidated income statement, a separate presentation for the third quarter of 2012 has been dispensed with.

The GfK Group’s cash flow statement for the first nine months of 2012 is affected by the increase in long-term provisions, the change in deferred taxes and the reduction of consolidated total income. This shift occurs solely within the cash flow from operating activities and has no impact on the amount.

Basic and diluted earnings per share for the first nine months of 2012 of originally €1.31 respectively change by €-0.01 as a result of the adjustments described above to €1.30 in each case.

The computational impact of retaining IAS 19 (2008) on the GfK Group’s current consolidated balance sheet and the current consolidated income state-ment is shown in the tables below.

27


EFFECTS OF THE APPLICATION OF IAS 19 (2008) ON THE CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2013

in EUR‘000 September 30, 2013

IAS 19 (2011) Reconciliation IAS 19 (2008)

Total assets 1,847,992 322 1,848,314

of which deferred tax assets 50,456 322 50,778

Total equity 772,184 – 2,501 769,683

of which retained earnings 428,185 – 2,501 425,684

Total liabilities and provisions 1,075,808 2,823 1,078,631

of which long-term provisions 73,679 2,922 76,601

of which deferred tax liabilities 82,414 – 99 82,315

EFFECTS OF THE APPLICATION OF IAS 19 (2011) ON THE CONSOLIDATED INCOME STATEMENT FOR THE FIRST NINE MONTHS OF 2012

in EUR‘000 January 1 to September 30, 2012

Before amendment Amendment After amendment

IAS 19 (2008) IAS 19 (2011)

Operating income 103,664 – 268 103,396

of which cost of sales – 745,210 – 155 – 745,365

of which selling and general administrative expenses – 239,661 – 113 – 239,774

Income from ongoing business activity 89,557 – 268 89,289

Tax on income from operating business activity – 33,506 35 – 33,471

Consolidated total income 56,051 – 233 55,818

EFFECTS OF THE APPLICATION OF IAS 19 (2008) ON THE CONSOLIDATED INCOME STATEMENT FOR THE FIRST NINE MONTHS OF 2013

in EUR‘000 January 1 to September 30, 2013

IAS 19 (2011) Reconciliation IAS 19 (2008)

Operating income 107,390 2,583 109,973

of which cost of sales – 737,498 1,485 – 736,013

of which selling and general administrative expenses – 239,147 1,098 – 238,049

Income from ongoing business activity 88,625 2,583 91,208

Tax on income from operating business activity – 31,768 – 336 – 32,104

Consolidated total income 56,857 2,247 59,104

The change of +€2,247 thousand in consolidated total income would produce a corresponding impact on the statement of comprehensive income and the statement of changes in equity for the first nine months of 2013. In the cash flow statement for the first nine months of 2013, only a shift within cash flow from operating activities would occur, which would have no impact on the amount.

Due to the minor impact on the consolidated income statement, a separate presentation of the reconciliation for the third quarter of 2013 has been dispensed with.

Basic and diluted earnings per share for the first nine months of 2013 would amount to €1.38 respectively if IAS 19 (2008) was to be applied and would therefore be €0.06 higher than the actual earnings per share.

3. ESTIMATES

The estimates and assumptions in the consolidated financial statements as at 30 September 2013 have been prepared using the same methods as in the financial statements as at 31 December 2012.

4. SCOPE OF CONSOLIDATION AND MAJOR ACQUISITIONS

As at 30 September 2013, the scope of consolidation comprised 144 subsidiaries in addition to the parent company (31 December 2012: 149).

In February 2013, subsidiaries GfK Beteiligungsgesellschaft mbH, Nuremberg, Germany, and GfK North America Holding, LLC, Wilmington, Delaware, USA, were established and included in the scope of consolidation. Both companies are pure holding companies and have no operating activities. They are therefore assigned to the category “Other”.

Following the acquisition of 100% of the shares in Sensemetric Web & Social Media Mining GmbH, Vienna, Austria, on 1 June 2013, the subsidiary was assigned to the Consumer Experiences sector and subsequently merged with GfK Austria GmbH, Vienna, Austria, on 3 June 2013.

On 1 July 2013, 100% of the shares in PCNData Nederland B.V. Zaanstad, Netherlands, were acquired. The subsidiary’s activities are based in the Consumer Experiences sector. It was merged with GfK Panelservices Benelux B.V., Dongen, Netherlands, with effect from 1 July 2013.

The price and goodwill of these acquisitions as well as the off-balance sheet intangible assets disclosed as part of the takeover along with the assets and liabilities acquired are of minor importance for the GfK Group. The same applies to the companies’ aggregated income for the period of time since they joined the GfK Group.

In the Consumer Experiences sector, Bridgehead USA Inc, Dover, Delaware, USA, was merged with GfK Custom Research, LLC, New York, New York, USA, with effect from 1 January 2013.

In addition, GfK Telecontrol AG, Hergiswil, Switzerland, and Telecontrol Bulgaria – Switzerland AG, Hergiswil, Switzerland, both with activities in the Consumer Choices sector, as well as Consumer Experiences company GfK Research Matters AG, Basel, Switzerland, were all merged with GfK Swit-zerland AG, Hergiswil, Switzerland, with effect from 1 January 2013.

As at 1 July 2013, Collect Investigaciones de Mercado S.A., Providencia, Santiago, Chile, was merged with Adimark S.A., Providencia, Santiago, Chile, which was then renamed GfK Adimark Chile S.A.

GfK North America Investment GmbH, Nuremberg, Germany, was merged with GfK North America Holding GmbH, Nuremberg, Germany, with effect from 9 July 2013.

On 2 August 2013, GfK Audimetrie N.V., Brussels, Belgium, was merged with Significant GfK NV, Heverlee, Belgium, which was subsequently renamed GfK Belgium NV.

These intra-Group mergers were solely for the purpose of simplifying the Group structure and have no immediate financial impact.

5. DILUTED EARNINGS PER SHARE

The earnings per share for the period from 1 January to 30 September 2013 were €1.32 (1 January to 30 September 2012: €1.30). The diluted earnings per share also amounted to €1.32 (1 January to 30 September 2012: €1.30).

6. RELATED PARTIES

Related parties are persons or groups which could be influenced by the GfK Group or could have an influence on the GfK Group. The GfK Group’s related parties can be divided into subsidiaries, associates, joint ventures, key management personnel as well as other related parties.

The following significant transactions with related parties are reported in the consolidated financial statements as at 30 September 2013:

Loan obligations amounting to €17,105 thousand (31 December 2012: €11,250 thousand) were due to GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Nuremberg, the majority shareholder of GfK SE. The associated interest expenses totaled €188 thousand (30 September 2012: €79 thousand).

28


In addition, liabilities relating to as yet unpaid profit shares of €2,788 thousand (31 December 2012: €1,373 thousand) arose vis-à-vis The NPD Group Inc., Port Washington, New York, USA.

Unless stated otherwise, receivables and liabilities in respect of related parties have a remaining term of up to one year.

7. CONTINGENT LIABILITIES AND OTHER FINANCIAL COMMITMENTS

There were no significant changes in contingent liabilities and other financial obligations compared with 31 December 2012.

8. UNUSUAL CIRCUMSTANCES

Circumstances which affect the assets, liabilities, equity, profit or loss for the period or cash flow and which are of an extraordinary nature, extent or frequency are dealt with in the introduction to this quarterly report and in the section of the interim management report on the risk and opportunity position.

9. SEGMENT REPORTING

Since the launch of the new corporate strategy on 1 January 2012, GfK’s organizational structure has been based on two sectors, Consumer Experi-ences and Consumer Choices, which are complemented by Other. The Consumer Experiences sector deals with consumers’ behavior and attitudes while the Consumer Choices sector focuses on market sizing, market currencies, convergent media and sales channels.

Income from third parties comprises sales established in accordance with IFRS. No significant inter-sector income was generated in the reporting period. The Group measures the success of its sectors by reference to the adjusted operating income according to internal reporting. Adjusted operat-ing income of a sector is determined from operating income before interest and taxes by eliminating the following expenses and income items: amor-tization and impairments of additional assets on acquisitions, income and expenses related to share and asset deals, income and expenses from restruc-turing and improvement projects, personnel expenses for share-based payments, currency conversion differences as well as income and expenses related to one-off effects and other exceptional circumstances.

The table below shows the information relating to the individual sectors for the first nine months of 2012 and 2013.

The item “Reconciliation” includes the category “Other”. It is used for the reconciliation of the Consumer Experiences and Consumer Choices sectors with Group figures. Services not relating to market research included here are of minor importance.

The GfK Kynetec Group was reclassified from the Consumer Experiences sector to the Consumer Choices sector on 1 January 2013. The previous year’s figures have been adjusted accordingly. A further adjustment of the previous year’s figures results from the change in accounting policies relating to IAS 19, which is explained above in section 2 of these notes. Of the reduction in adjusted operating income for the first nine months of 2012 by €268 thousand, €40 thousand affect the Consumer Experiences sector and €228 thousand the Consumer Choices sector.

STATEMENT BY THE LEGAL REPRESENTATIVES

To the best of our knowledge and in accordance with the applicable accounting principles for interim reporting, we confirm that the interim consoli-dated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim Group management report includes a fair review of the development and performance of the business and the position of the Group, together with a descrip-tion of the principal opportunities and risks associated with the expected development of the Group throughout the remaining months of the financial year.

29


in EUR‘000 Income from third parties Adjusted operating income

Q1 – Q3 2012 Q1 – Q3 2013 Q1 – Q3 2012 Q1 – Q3 2013

Consumer Experiences 650,372 637,227 32,841 26,648

Consumer Choices 442,735 449,020 99,256 107,295

Reconciliation 3,698 3,716 – 6,571 – 7,671

Group 1,096,805 1,089,963 125,526 126,272

30


5-YEAR OVERVIEW2008 to 2012 according to ifrs

KEY INDICATORS – INCOME STATEMENT

Unit 2008 2009 2010 2011 2012

Sales eur million 1,220.4 1,164.5 1,294.2 1,373.9 1,514.7

Change on prior year % +5.0 –4.6 +11.1 +6.2 +10.2

Personnel expenses eur million 494.3 510.5 550.7 593.4 685.5

Change on prior year % +6.3 +3.3 +7.9 +7.7 +15.5

Depreciation/amortization1) eur million 59.2 66.3 55.1 79.9 63.8

Change on prior year % –0.8 +11.9 –16.8 +44.8 –20.1

Adjusted operating income eur million 158.7 147.2 185.0 187.7 187.8

Change on prior year % +0.7 –7.3 +25.7 +1.5 +0.1

Margin % 13.0 12.6 14.3 13.7 12.4

ebitda eur million 192.0 159.1 200.4 223.2 194.5

Change on prior year % +1.9 –17.2 +26.0 +11.4 –12.9

Margin % 15.7 13.7 15.5 16.2 12.8

Operating income eur million 128.9 88.9 141.4 138.9 129.7

Change on prior year % +2.6 –31.0 +59.0 –1.8 –6.6

Margin % 10.6 7.6 10.9 10.1 8.6

Income from participations eur million 3.9 3.9 3.9 4.4 1.0

Change on prior year % +28.2 –0.6 –1.5 +15.5 –77.9

ebit eur million 132.8 92.8 145.2 143.3 130.7

Change on prior year % +3.2 –30.1 +56.5 –1.3 –8.8

Margin % 10.9 8.0 11.2 10.4 8.6

Income from ongoing business activity eur million 113.0 75.5 124.8 125.6 108.6


Consolidated total income eur million 82.0 60.5 84.0 88.1 64.4


Tax ratio % 27.4 19.8 32.7 29.8 40.7

1) Tangible and intangible assets

31



KEY INDICATORS – BALANCE SHEET

Unit 2008 2009 2010 2011 2012

Non-current assets eur million 1,085.0 1,157.9 1,232.2 1,255.7 1,361.7

Change on prior year % –0.3 +6.7 +6.4 +1.9 +8.4

Current assets eur million 361.6 363.5 417.7 489.9 518.8


Asset structure1) % 300.1 318.5 295.0 256.3 262.5

Investments eur million 101.5 106.7 89.6 77.3 177.7

Change on prior year % +37.7 +5.1 –16.0 –13.7 +129.9

thereof in tangible assets2) eur million 50.5 49.0 48.6 62.7 70.7

Change on prior year % +2.5 –3.0 –0.8 +28.9 +12.8

thereof in financial assets eur million 51.0 57.7 41.0 14.6 107.1


Equity eur million 500.3 553.0 677.5 760.8 777.3


Borrowing eur million 946.3 968.4 972.4 984.8 1,103.2


Total assets eur million 1,446.6 1,521.4 1,649.9 1,745.6 1,880.5


Net debt eur million –481.5 –499.8 –428.5 –363.9 –467.3


1) Non-current assets in relation to current assets2) Tangible and intangible assets

KEY INDICATORS – CASH FLOW STATEMENT

Unit 2008 2009 2010 2011 2012

Cash flow from ongoing business activity eur million 145.8 134.7 172.0 170.5 115.0

Change on prior year % –13.3 –7.7 +27.7 –0.9 –32.5

Cash flow from investing activity eur million –100.4 –104.4 –86.2 –72.9 –177.4


Cash flow from financing activity eur million –46.4 –26.2 –76.9 –49.0 22.8

Change on prior year % –58.9 –43.5 +193.4 –36.3 –

Free cash flow eur million 95.4 85.7 123.4 107.9 52.6

Change on prior year % –19.8 –10.2 +44.0 –12.6 –51.2

32



KEY INDICATOR – PROFITABILITY

Unit 2008 2009 2010 2011 2012

roce % 12.8 9.7 14.1 14.0 11.9

KEY INDICATORS – COMPANY VALUATION

Unit 2008 2009 2010 2011 2012

Earnings per share1) eur 2.04 1.42 1.99 2.06 1.44

Adjusted earnings per share1) eur 2.87 3.04 3.20 3.40 3.03

Free cash flow per share1) eur 2.66 2.38 3.43 2.96 1.44

Net debt in relation to

equity (gearing) % 96.2 90.4 63.2 47.8 60.1

ebit % 362.6 538.6 295.0 253.9 357.5

ebitda % 250.8 314.2 213.8 163.1 240.3

free cash flow % 505.0 583.4 347.2 337.4 887.8

Dividend per share eur 0.46 0.30 0.48 0.65 0.65

Total dividend eur million 16.5 10.8 17.4 23.7 23.7

Dividend yield 2) % 2.09 1.24 1.28 2.12 1.68

Year-end share price1) eur 22.02 24.13 37.60 30.63 38.59

Weighted number of shares in thousands 35,884 35,947 35,967 36,407 36,504

1) Adjusted for capital increase2) Dividend per share in relation to the year-end share price

33



SALES BY SECTORS AND REGIONS

Unit 2008 2009 2010 2011 2012

Sectors (old structure until 2011)

Custom Research eur million 782.8 709.2 785.6 829.2

Change on prior year % +1.3 –9.4 +10.8 +5.5

Retail and Technology eur million 304.1 325.8 370.8 407.0

Change on prior year % +16.6 +7.2 +13.8 +9.8

Media eur million 130.1 126.4 133.1 132.9

Change on prior year % +4.5 –2.9 +5.3 –0.2

Sectors (new structure from 2012 1)

Consumer Experiences eur million 829.2 934.3

Change on prior year % +12.7

Consumer Choices eur million 539.8 575.1


Regions (old structure until 2011)

Germany eur million 316.1 301.3 340.8 376.6


Western Europe eur million 487.2 458.1 483.0 520.5


Central and Eastern Europe eur million 87.2 71.7 89.7 97.6


North America eur million 219.7 207.2 219.3 200.3

Change on prior year % –8.7 –5.7 +5.9 –8.7

Latin America eur million 35.5 39.4 54.9 59.4


Asia and the Pacific eur million 74.8 86.9 106.5 119.5


Regions (new structure from 2012) 1)

Northern Europe eur million 596.3 622.4


Southern and Western Europe eur million 280.4 282.1


Central Eastern Europe / meta eur million 118.0 121.8


North America eur million 200.3 266.8


Latin America eur million 59.4 66.6


Asia and the Pacific eur million 119.5 155.0


1) For further information on the new structure, see Management Report, Chapter 2. The previous year‘s figures were adjusted for the new structure.

NUMBER OF EMPLOYEES

Unit 2008 2009 2010 2011 2012

At year-end Employees 9,692 10,058 10,546 11,457 12,678

Change on prior year % +6.9 +3.8 +4.9 +8.6 +10.7

34


A

adjusted operating incomeAdjusted 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 companiesCompanies which are controlled by the parent. As a rule, the parent holds the majority of the voting rights and capital of the company.

Associated companies Minority participations in companies on whose

business or company policy a decisive, but not controlling influence is exercised. Associated companies are in principle valued at equity.

C

Cash flowBalance of funds inflow and outflow affecting pay-ment.

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.

D

Deferred taxesTax 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 accor-dance 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 accor-dance with ifrs and the local tax balance sheet.

Dividend yieldDividend per share in relation to the annual closing price.

E

EBITAbbreviation 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 depreciati-on and amortization charges.

Equity ratioBalance sheet equity in relation to total assets. The higher the indicator, the lower the level of indebtedness.

F

Free cash flowCash flow from operating activity less capex.

G

Gross income from salesSales less Cost of sales.

I

ifrsThe International Financial Reporting Standards (ifrs) are accounting principles developed and published by the iasb. In addition to the actual ifrs, the ias that are still valid and the interpretations of the ifric and sic are grouped under the ifrs.

Income Adjusted operating income.

Income from ongoing business activity ebit plus financial income less financial

expenses.

M

Minority participationsGeneric term for Associated companies and other participations. The participation quota is below 50%.

N

Net debtLiquid funds and securities less pension liabilities and financial liabilities.

O

Operating incomeGross income from sales less selling and general administrative expenses plus other operating income less Other operating expenses.

Other operating expensesExpenses in connection with ongoing business activity, excluding financial expenses, not attributable to Cost of sales or selling and gene-ral administrative expenses. Examples are impairments, losses from the disposal of fixed assets and exchange losses.

P

Pay-out ratioTotal dividend in relation to consolidated total income.

R

Ratio of net debt to cash flowNet debt in relation to Free cash flow.

Return on capital employed ebit in relation to average total assets.

Return on equityConsolidated total income in relation to average shareholders’ equity.

T

Tax ratioTax on income from ongoing business activity in relation to Income from ongoing business acti-vity.

GLOSSARY OF FINANCIAL TERMINOLOGY

35


PROVISIONAL KEY DATES IN THE FINANCIAL CALENDAR

Global Head of Investor Relations Bernhard Wolf Tel +49 911 395-2012 Fax +49 911 395-4075 [email protected]

Publisher GfK SE Nordwestring 101 90419 Nuremberg www.gfk.com [email protected]

This quarter report is available in German and English. Both versions and supplementary press information are available for download online from www.gfk.com.

Date: November 14, 2013

CONTACTS

12 MARCH 2014ANNUAL ACCOUNTS PRESS CONFERENCE

NUREMBERG

15 MAY 2014QUARTERLY REPORT

AS AT 31 MARCH1)

27 MAY 2014ANNUAL GENERAL MEETING

FÜRTH

13 AUGUST 2014INTERIM REPORT AS AT 30 JUNE1)

12 NOVEMBER 2014QUARTERLY REPORT

AS AT 30 SEPTEMBER1)

1) Publication is scheduled for before the start of the trading session in Germany

DATES 2014

R E P O R T F O R T H E F I R S T N I N E M O N T H S2 0 1 3

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