annual report and accounts 2005
delivering insight 
adding value tns is a market information company
• the world’s largest provider of custom
research and analysis 
• a leader in political and social polling
• a major supplier of consumer panel media
intelligence and tv and radio audience
measurement services 
tns operates across a global network in over 70 countries allowing us
to provide internationally consistent uptotheminute and high
quality information and analysis
the group’s employees deliver innovative thinking and excellent
service to local and multinational clients worldwide in the custom
business they combine indepth sector knowledge with expertise in
the areas of new product development positioning and segmentation
research brand and advertising research and stakeholder management 
tns’ strategic goal is to be recognised as the global leader in delivering
value added information and insights that help our clients to make
more effective decisions
tns is the sixth sense of business
wwwtnsglobalcom
contents
1 financial highlights
2 chairman’s statement
4 chief executive’s statement
12 finance director’s review
18 business review
28 corporate and social responsibility
32 directors’ biographies
34 directors’ report
37 corporate governance
41 remuneration report
50 independent auditors’ report
51 consolidated income statement
52 balance sheets
53 cash flow statements
54 consolidated statement of recognised income and expense
55 notes to the financial statements
95 shareholder information and financial calendar
96 five year summary the sixth sense of business
™
1
■ underlying revenue up 41 stronger performance in 
second half
■ adjusted operating proﬁt up 95 adjusted operating margin
up 40 basis points to 113
■ adjusted earnings per share up 157 to 147p
■ total dividend per share raised by 143 to 40p
■ strong cash generation in second half net debt reduced 
to £2954m
business performance 2005 2004 change 
revenue £9990m £9453m 57
adjusted operating profit £1126m £1028m 95
adjusted operating margin 113 109
adjusted profit before tax £978m £810m 207
adjusted earnings per share 147p 127p 157
total dividend per share 40p 35p 143
statutory results
operating profit £998m £911m 95
profit before tax £850m £693m 227
earnings per share 118p 100p 180
 adjusted results are before goodwill impairment share based payments amortisation of acquired intangible assets exceptional
pension curtailment credit and integration costs earnings per share are shown before deferred tax on goodwill underlying revenue
is defined on page 12 
financial highlights tns annual report 2005 2
chairman’s statement 
i am pleased to report that the group achieved good progress in
the past year adjusted profit before tax increased by 207 to
£978m and adjusted earnings per share were up 157 to 147p
the dividend for the year rose 143 to 40p
donald brydon chairman
it is less than two months since i was appointed chairman of your company i have
met a large number of people in the company in a short time particularly at a very
positive and impressive senior management conference in lisbon generally it is
possible to detect quickly the mood in a company and i have to report that i have
found a strong heartbeat and very professional and energised management 
what is immediately apparent is that tns is a high quality company that has built a
unique position in a growing market its three main syndicated services –
worldpanel media intelligence and tv and radio audience measurement – are all
leaders and innovators in their markets tns is the world’s largest custom research
company with arguably the industry’s strongest custom network and broadest
range of products and services 
what we must do now is ensure that the group achieves the full potential offered by
this marketleading position to that end david lowden was appointed chief
executive in january as finance director and then chief operating officer he has
helped shape the business he now leads i look forward to working with him to take
the company to the next stage in its development
elsewhere in this report david describes the new strategic goal for the group and
the four core principles that support it he has restructured the organisation to
ensure that the group is in a position to implement successfully the strategy that has
been devised following consultation with clients and management this strategy
responds to the changing demands of the market and is clearly focused on client
needs his plans focus strongly on innovation and people development tns
already does these things well but now it will do them better and that will drive
success the board is fully supportive of these moves which represent a natural
evolution for the group 
at the beginning of 2006 tony cowling reached the age of 70 and retired from his
position as chairman tony was a founder member of the company in 1965 and
subsequently chief executive his vision and drive were fundamental to the
creation of the tns we see today i am delighted that tony has agreed to accept the
role of tns president and that the group will still benefit from his considerable
knowledge around specific sectors of our business 
tony’s contribution has spread wider than just tns he has also been a central
figure in market research and many of the leading people in the industry owe him a
debt of gratitude for his support and encouragement and for the opportunities he
has given to them this was recognised in january when he was awarded the
market research society gold medal to celebrate his outstanding lifetime
achievement and contribution to market research 
it is a privilege to succeed tony as chairman of tns
also in january 2006 mike kirkham stood down as chief executive after almost
five years in the role mike’s career with the group began in 1970 when he joined
agb research and he was appointed to the taylor nelson agb board in 1992  the sixth sense of business
™
3
at agb mike led the team that developed the peoplemeter television audience
measurement system within the enlarged group he was responsible for growing
international specialist sector activities before becoming chief executive in 2001
under his stewardship tns became the world’s secondlargest market information
group i am very pleased that mike’s advice and experience continue to be available
to the company
i am sure all shareholders would want me to thank both tony and mike for their
remarkable contribution to tns
i welcome the appointment of pedro ros to the board as managing director – global
clients and services pedro has had a broad range of experience within tns since
joining the group in 1985 and brings to the board significant international skills
within market research his appointment is significant in emphasising the
importance of servicing our major multinational clients through our expertise in
their business sectors 
in december 2005 rob rowley stood down as a nonexecutive director and i thank
him for his valuable contribution paul murray joined the board in may 2005 and
succeeded rob as senior independent director in august 
the tns board remains fully compliant with the principles of the combined code 
there are many challenges and opportunities facing the industry client
globalisation new technologies industry consolidation and media fragmentation
being perhaps the most obvious how companies react to these challenges depends
on the quality of their people we are indeed fortunate in the experience talents and
enthusiasm of those who service our clients at all levels in the company everything
that we do is for the benefit of our clients and the stability and continuity of our
people is central to success i would like to thank them and everyone who works
within tns for their loyalty creativity and sheer hard work
in 2005 tns achieved another year of steady underlying revenue growth and
significant improvement in earnings in the areas of the business that have done less
well action has been taken that should deliver improved performance i am
confident that the company will continue to deliver the service our clients require
and therefore appropriate returns for our shareholders
donald brydon
chairman tns annual report 2005 4
david lowden chief executive
chief executive’s statement 
in 2005 tns achieved strong underlying revenue growth
across its syndicated services and in the custom businesses of
continental europe asia pacific latin america and middle
east  africa 
while the performance of our us custom business was disappointing we saw a
return to growth in our uk custom business during the second half of the year 
in total the group delivered underlying revenue growth of 41 per cent for the year
and an increase of 157 per cent in adjusted earnings per share
our markets
market information continues to be recognised as a growth industry growth in
custom research is being driven by demand from the emerging economies with
china india and brazil leading the increase in business in their regions as the
internet brings down the cost of data collection in the us the volume of research
being commissioned there is rising while the mature markets of western europe
are growing more slowly central and eastern europe continue to see an increase 
in demand in all regions there is rising demand from newer users of market
information such as the technology sector markets for syndicated services 
around the world are maintaining their steady growth
syndicated services
the group continues to invest in its syndicated services where we have strong
market positions clear competitive advantage and highly experienced management
by expanding the size of our consumer panels under the worldpanel brand and
introducing new technology in a number of markets we have continued to increase
data granularity and strengthen our position 
the group has extended and upgraded its media intelligence activities in europe
asia and the us in europe we have built on our strong position in the french 
news monitoring market with the successful integration of presse which has
widened our client base and added to our international services in russia 
we have added local advertising monitoring to our services in the us we have
reinforced our competitive position through the upgrade of our monitoring
technology and delivery platforms and expanded coverage through the
introduction of a number of new services
our tv and radio audience measurement tram business has had another very
successful year and has reinforced its position in the emerging markets with new
contract wins in asia and extension of services in china and russia the group is
meeting the challenge of measuring audiences in the digital broadcasting age with
new services in europe and the us infosys which provides detailed audience data
analysis is now used by 6000 people in 20 countries around the world 
custom business
tns is the world’s largest custom research business and in 2005 we achieved good
underlying revenue growth across most areas the group has been investing in the
development of its managed access panels in the us europe and asia pacific we
have reinforced our global account management and our sector expertise we have
further developed our areas of expertise which address all the core marketing
issues for example in the field of new product development we are launching a the sixth sense of business
™
5
new business solution to provide accurate prelaunch sales and volume forecasts
and we have recently introduced a new approach to brand and advertising research
by combining all of these elements and applying them throughout our global
network we believe we are gaining share across most of our custom business in
2005 our businesses in continental europe performed very well achieving under
lying growth significantly ahead of the market in the faster growing markets of asia
pacific latin america and middle east  africa we also had an excellent year
after a difficult first half in the uk when our custom operations were impacted by
a sharp downturn in the market the business recovered in the second half we are
building our presence in the nonconsumer segments of the market as well as
placing greater emphasis on business driven by our areas of expertise
in the us the market is growing as clients recognise the value of information being
collected by use of internet access panels and also as market research spend
continues to increase in less traditional sectors tns is the market leader for custom
research in the us we have the broadest range of sector expertise and product
offering wellestablished major client relationships and a high quality managed
access panel in a competitive environment however we are not yet delivering on
our potential at the start of 2006 we reorganised the business to achieve improved
client focus we believe that these changes should allow us to rebuild our position
during the year and lead to a longerterm recovery 
moving forward – evolution of strategy
our market is changing and it is clear that the growth opportunities for tns lie
within the areas of added value information and insight it is here that clients
particularly the major multinationals are looking to spend a growing proportion 
of their market information budgets as their needs become increasingly complex 
we include among our clients most of the world’s major companies – from the largest
consumer packaged goods cpg groups to the leading pharmaceutical companies
from all the big automobile manufacturers to the latest players in the fastchanging
technology market in 2005 we had considerable success in expanding the scope of
the work we did with them with one of the world’s largest cpg companies for
example we moved from traditional concept testing to strategic value added
research programmes in the us and globally we trebled the size of our business with
a wellestablished technology company by combining our sixth sense of business
thinking with excellent project execution from an international team
but there is more that we can do tns’ strategy is therefore based around
delivering the business insights and innovation our major clients seek 
our approach involves strengthening our service offering around four core
principles client orientation service excellence and cost efficiency expertise and
innovation and people development this will be implemented through changes 
to our global and regional business sectors – in order to ensure that we are drawing
on the strength of our network to win the growing multicountry business ➞ tns annual report 2005 6
our strategic goal
our strategic goal is to 
be recognised as the 
global leader in delivering
value added information
and insights that help our
clients to make more
effective decisions the sixth sense of business
™
7
our four core principles
client 
orientation
service excellence
and cost efﬁciency
expertise and
innovation
people 
development tns annual report 2005 8
organisational changes
under the leadership of pedro ros as managing director – global clients and
sectors in the custom business we are putting greater emphasis on servicing our
major multinational clients through our expertise in their business sectors 
we will continue to build our global partnership account teams and develop an
international project management group
our regional custom business will continue to drive growth in client relationships
in local markets it will be organised around three regions north america europe
and asia pacific–latin america–middle east  africa alm to achieve service
excellence and cost efficiency we are increasing focus on global operations to
ensure that we deliver the quality of data collection and provision required by
clients in the most costeffective manner 
tns has been at the forefront of establishing global access panel coverage 
its flagship managed access panel in the us is now complemented by panels in
europe’s six largest markets and across seven countries in asia pacific at the start of
2006 we saw the recommissioning of several online tracking studies conducted on
the european panel in asia enquiries for panel projects are already significantly
higher than last year as we benefit from being ‘first to market’ with access panels
across the region in response the size and scope of the panels is being increased in
all markets 
a newlyappointed head of global access panels will ensure we maximise this
coverage and deliver a consistently high quality of service he will take best practice
across the group to produce research results faster standardise and automate
processes to achieve cost reductions and ensure the integrity of research results
innovation has been a key driver in our syndicated services it has also led to the
successful growth of our areas of expertise and tnsinfo our web portal delivery
system that allows clients to store and organise all their marketing information in
one place on the internet its unique interactive features allow clients to set up alerts
when new information is added analyse the data online and access this service from
wherever they are around the world a first in the industry tnsinfo has been a key
factor in a number of contract wins during 2005 it was further developed
dashboard a highly visual and userfriendly display of key performance indicators
is now used by a number of clients from right across the business 
we were one of the first research companies in the us to recognise the potential of
multicultural marketing and to develop innovative programmes to deal with the
special issues related to reaching into hispanic africanamerican and other ethnic
markets in 2005 a number of our major cpg clients used tns specialist expertise
and the multicultural representation of our us access panel to help them to
understand this growing market
we are putting greater
emphasis on servicing
our major multi
national clients through
our expertise in their
business sectors
chief executive’s statement   the sixth sense of business
™
9
clients continue to look to us for new thinking across the business and we have
scope to do more based on our understanding of their needs and building on our
range of different research techniques i have appointed a head of strategic
development and marketing who will be responsible for a coordinated focus on
investment in new ideas and services across the custom and syndicated businesses
which will help us deliver more innovative solutions to our clients 
outlook 
as clients’ own markets become increasingly competitive and fastchanging we
expect that the demand for market information will continue to grow in the major
consumer and media syndicated markets this growth should remain steady
although we will continue to expand these markets through the innovative
introduction of new products and services  the regional pattern of market
development in custom research in 2006 is expected to be similar to 2005 
the emerging markets will continue to see the fastest growth the us market 
should remain fairly strong but growth in western european markets will be at 
a slower pace
looking at tns revenue in 2006 we anticipate steady growth in europe our 
largest region while we may not be able to maintain the significant market out
performance achieved in continental europe in 2005 these businesses should
continue to see good growth and we expect an improvement yearonyear in the
uk the us custom business should stabilise but it is too early in the year to predict
exactly when that business will return to growth our alm operations should
continue to perform well
by sector while the consumer market remains challenging we anticipate some
recovery through the year media business services and healthcare should grow
well we expect good demand in technology but the sector will be impacted by the
continued cutbacks in business from one of our major us clients
looking at the group overall we would expect 2006 to represent another year of
progress in both underlying revenue and operating margin
in the longer term i am confident that our new strategic focus and organisational
structure will help drive us towards our goal of being recognised as market
information’s global leader in delivering value added information and insights that
help our clients make more effective business decisions  
david lowden 
chief executive
as clients’ own markets
become increasingly
competitive and 
fastchanging we
expect that the demand
for market information
will continue to grow  together client orientation
■ strong focus on global
clients and sectors
■ partnership account
teams and international
project management  
■ global approach
supported by strength 
of network
■ added emphasis on sales
development
■ tns areas of expertise
provide greater insights
clients demand
the sixth sense of business
™
11
core principle tns annual report 2005 12
finance director’s review
the following are the first full year results reported by tns
under international financial reporting standards ifrs
as endorsed by the european union 
to assist understanding of the
underlying performance of the
business operating profit profit before
tax and earnings per share have been
disclosed on an adjusted basis adjusted
operating profit is before goodwill
impairment amortisation of acquired
intangible assets share based payments
exceptional pension credit and
integration costs adjusted earnings per
share also excludes deferred tax on
goodwill see taxation below 
the group’s calculation of underlying
revenue growth remains consistent
with that published in 2004
underlying revenue growth is
calculated by taking the increase in 2005
revenue over 2004 pro forma revenue
at constant exchange rates the pro
forma revenue assumes that any
acquisitions were owned and
discontinued operations excluded for
the comparable period in the prior year
revenue
reported revenue increased by 57 per
cent to £9990 million 2004 £9453
million foreign exchange movements
had a positive impact of 13 per cent on
reported revenue at constant exchange
rates the group increased underlying
revenue by 41 per cent for the year
operating profit and margin
adjusted operating profit increased by
95 per cent to £1126 million 2004
£1028 million providing an adjusted
operating margin of 113 per cent 2004
109 per cent  adjusted operating
profit including the charge for share
based payments was £1081 million
2004 £1002 million reported
operating profit increased by 
95 per cent to £998 million 2004
£911 million
goodwill impairment
under ifrs goodwill is no longer
amortised but is instead subject to an
annual impairment review in 2005
impairment of goodwill was £103
million primarily recorded against tes
the group’s us cinema advertising
monitoring unit in 2004 the charge 
for impairment of goodwill was 
£35 million
share based payments
under ifrs the value of share options
granted to employees is recorded as an
expense on the income statement the
charge only applies to options granted
on or after 7 november 2002 the
charge for share based payments in 2005
was £45 million 2004 £26 million 
interest
the net interest charge fell to 
£152 million 2004 £228 million
reflecting reduced debt levels and the
refinancing of bank facilities at lower
interest rates announced in march 2005
interest cover against ebitda
excluding other finance charges was
92x 2004 74x interest cover is
calculated on net interest expense of
£152 million and ebitda before share
based payments of £1400 million
operating profit adding back
depreciation amortisation goodwill
impairment and share based payments
associates
income from associates fell to 
£04 million 2004 £10 million
primarily due to the sale of burke inc
in december 2004
profit before tax
adjusted profit before tax increased 
207 per cent to £978 million 2004
£810 million adjusted profit before
andy boland finance director the sixth sense of business
™
13
tax including the charge for share based
payments increased by 190 per cent to
£933 million 2004 £784 million
reported profit before tax increased by
227 per cent to £850 million 2004
£693 million 
taxation
the tax charge for the year was 
£302 million 2004 £236 million
representing a reported rate of 355 per
cent 2004 341 per cent under ifrs
where goodwill is deductible against
tax a deferred tax liability is recognised
even if such a liability would only
unwind on the eventual sale or
impairment of the business in question
this has led to a tax charge for
deductible goodwill of £01 million
2004 £32 million for the year
excluding deferred tax on goodwill the
tax charge was £301 million 2004
£260 million excluding the benefit of
tax credits arising on integration costs of
£56 million representing an
underlying rate of 315 per cent 2004
315 per cent 
minority interests
minority interests increased to 
£27 million 2004 £21 million largely
due to a strong performance in russia
and the acquisition of interscience in
brazil in march 2005
earnings per share
based on a weighted average of 4416
million shares adjusted earnings per
share were 147p 2004 127p an
improvement of 157 per cent including
the charge for share based payments
ifrs2 adjusted earnings per share
were 139p 2004 123p basic earnings
per share were 118p 2004 100p see
note 9 to the financial statements 
dividend per share
the board is recommending a final
dividend of 275p per share 2004 24p
giving a 143 per cent increase in total
dividend for the year to 40p 2004
35p the dividend will be paid on 
7 july 2006 to shareholders on the
register on 26 may 2006
net debt and cash flow
net debt at 31 december 2005 was
£2954 million compared with 
£3294 million at 31 december 2004
£3429 million at 30 june 2005
movement in working capital generated
a net outflow of £84 million for the
year operating cash flow was 
£1284 million 2004 £1134 million
net capital expenditure was 
£207 million 2004 £258 million 
net debt to ebitda at 31 december
2005 was 21x 2004 27x using
ebitda before share based payments 
of £1400 million 2004 £1218m
adjusted after charge 
tns adjusted for share based reported under
definition payments ifrs2 ifrs
2005 2004 2005 2004 2005 2004
operating profit £m 1126 1028 1081 1002 998 911
operating margin  113 109 108 106 100 96
profit before tax £m 978 810 933 784 850 693
eps pence 147 127 139 123 118 100
5 
6 
7 
8 
9 
10 
11 
12 
0 
100 
200 
300 
400 
500 
progression in adjusted 
operating margin

reduction in net debt since 
acquisition of nfo
£m
20002003 as reported under uk gaap 
including joint ventures before goodwill charges
and exceptional items
20042005 as reported under ifrs before
goodwill impairment amortisation of intangible
acquired assets share based payments 
exceptional pension credit integration costs
and deferred tax on goodwill
95
4170
3677
3294
97
99
109
2001 2002 2003 2004 2005
post 2003 2004 2005
nfo
113
2954 tns annual report 2005 14
regional revenue performance
europe including middle east and
africa
underlying revenue growth in europe
was strong at 63 per cent with an
excellent performance in both france
and germany but more modest growth
in the uk
in the uk underlying revenue grew by
12 per cent representing a recovery in
the second half in the custom business
second half growth was driven by good
performance in nonconsumer areas
such as financial services and
healthcare as well as some stabilisation
in the consumer sector demand for
tns’ syndicated services continued to
be good in worldpanel the first stage
of the expansion of the consumer panel
was successfully completed and
contributed to further new business
wins
in france underlying revenue growth
was 86 per cent for the year a strong
performance was recorded across most
sectors of the business including
healthcare the strong position of the
media intelligence business in france
was bolstered by the acquisition of
presse and the business performed
well throughout the year 
in the rest of europe underlying
revenue growth was 77 per cent well
ahead of the market germany
continues to perform well especially
given the backdrop of a weak economic
environment with healthcare and
financial services in particular making
good progress most other parts of the
region including spain also grew well
in the year
americas
in the americas underlying revenue
declined by 37 per cent due to a
disappointing performance in the us
custom business which was impacted
by further reductions in marketing
expenditure by a key technology client
in the second half and by a weak
performance in the consumer and
business services sectors 
growth in the developing markets of
latin america continued to be strong in
2005 and tns’ position in both
worldpanel and custom including
recently acquired tns interscience in
brazil contributed to another very good
performance across the region 
asia pacific
demand for market information in the
asia pacific region remains buoyant
tns additionally benefits from the
strength of its operations in both
syndicated services and custom research
across the region underlying growth 
in asia pacific was again strong at 
100 per cent 
sector revenue performance
consumer
worldpanel continued to show steady
growth in 2005 demonstrating the
value of purchasing behaviour
information for retailers and consumer
goods companies panel expansion
programmes in the uk and spain were
successfully implemented and
contributed to good performance 
the consumer sector was flat overall
held back by weaker demand in the
custom business where conditions in
developed markets such as the uk and
us were challenging 
finance director’s review
24
35
10
16
15
● uk
● france
● rest of europe
● americas
● asia pacific
● consumer
● media
● business services
● technology
● healthcare
● other 
11
13
14
9
34
19
revenue by region 
revenue by sector  the sixth sense of business
™
15
media
underlying growth of 66 per cent
reflected a good performance from both
media intelligence and tram media
intelligence progressed strongly in
europe and reinforced its competitive
positioning in the us although poor
attendance figures had an adverse
impact on cinema monitoring tram
had an excellent year including contract
wins in hong kong and singapore and
expansion of services in china and
russia 
business services
the demand for research services from
some sectors within business services
remained challenging in 2005 the first
half was also impacted by the loss of
third party business on the us access
panel however there was good
progress within financial services in
most major markets and business
services recovered well in the second
half to achieve modest growth in
underlying revenue of 14 per cent for
the year 
technology
changes in technology clients’ markets
are fuelling demand for market
information which has led to some
good contract wins the group achieved
strong growth in asia pacific and latin
america driven by the demand in those
regions for international research and
the added value provided by tns’ areas
of expertise in the case of one key us
client however a change in direction
has led to a substantial reduction in
studies conducted by tns this held
back underlying growth in the sector 
to 20 per cent 
healthcare
underlying growth in the healthcare
sector was strong at 60 per cent 
a global account strategy and new
initiatives to measure the performance
of and attitudes to existing
pharmaceutical brands helped drive
strong growth in europe especially in
the uk and germany the group is also
having success in taking its sector
expertise into asia and latin america
although tns is building its brand
performance services in the us that
market continues to be more
challenging due to concerns on drug
safety and regulatory changes
other
tns continues to perform well in the
automotive sector especially in the us
and asia pacific where its car clinic
offering and expertise in new product
development is helping to win
significant new business 
growth in polling  social was also
strong as the sector saw the benefit of
the first full year of the contract with
the eu for the standard eurobarometer
and good levels of activity relating to
the european constitution as well as
presidential elections in germany 
andy boland 
finance director
regional revenue performance
year to 31 december change
2005 £m 2004 £m reported  underlying 
uk 1591 1582 06 12
france 1474 1351 91 86
rest of europe 3543 3245 92 77
europe 6608 6178 70 63
americas 2387 2414 11 37
asia pacific 995 861 156 100
total 9990 9453 57 41
sector revenue performance
year to 31 december change
2005 £m 2004 £m reported  underlying 
consumer 3346 3300 14 01
media 1918 1764 87 66
business services 1318 1330 09 14
technology 1110 1049 58 20
healthcare 874 807 83 60
other 1424 1203 184 149
total 9990 9453 57 41 tns annual report 2005 16
service excellence and
cost efficiency
■ meeting high quality
standards in service
delivery
■ globally managed access
panels provide greater
data integrity
■ increased standardisation
of data collection systems
■ improved utilisation of 
call centres
■ additional offshoring 
of data processing
analysis and software
development reliable
core principle tns annual report 2005 18
business review
tns is the world’s second largest market information group the only pure play
market information group with a full listing on the london stock exchange
we employ more than 13000 people in over 70 countries around the world 
key performance data
through a combination of organic improvement and acquisitions tns has delivered a strong record of financial growth 
200
400
600
800
1000
2001 2002 2003 2004 2005
revenue
£m
5827
6189
8052
9453
9990
3
6
9
12
15
2001   2002  2003 2004  2005
adjusted earnings per share
pence
80
86
102
127
147
20012003 as reported under uk gaap  including joint ventures before goodwill charges and exceptional items 
20042005 as reported under ifrs before goodwill impairment amortisation of acquired intangible assets share based payments exceptional
pension credit integration costs and deferred tax on goodwill
0
50
100
150
200
250
300
350
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
share price
pence
•
tns  
•
ftse all share media index                         source datastream
20
40
60
80
100
120
2001 2002 2003 2004 2005
adjusted operating profit
£m
797
1028
1126
552
598
10
20
30
40
2001 2002 2003 2004 2005
dividend per share
pence
24
26
30
35
40 the sixth sense of business
™
19
our markets
the global market information market was valued at around 
215 billion in 2004
growth drivers
through the second half of the 1990s
the global market information industry
grew at an estimated compound rate of
89 per cent per year while the rate of
growth slowed with the global
economic cycle in the early 2000s long
term growth potential is good and is
thought by commentators to be ahead
of that of the advertising industry and of
gdp these developments are driven by
a number of factors
globalisation
the main driver of industry growth in
the 1990s as clients extended their
operations and therefore their market
information requirements into
emerging markets as the major multi
nationals take an increasingly global
view of their marketing they look for
highquality multicountry information
collected and delivered using consistent
methodology remains a key growth
driver
example of tns response established
consumer panels across asia
new sectors
the trend of deregulation in mature
markets brought new clients as
industries that had previously been
dominated by monopolies were opened
up to competition this is now more of
a trend in emerging markets but
bigger processing power has enabled
faster delivery of increasing amounts of
complex information and analysis
examples of tns response
establishment of internet access panels
and tnsinfo use of stateofthe art bar
code scanning technology for consumer
panels
market segmentation and rapid change
markets and customer loyalties are
moving faster than ever before and
becoming more complex and difficult to
predict leading to increased reliance on
market information with a reduction
in product life cycles new products
have less time to prove themselves
example of tns response launch of
new sales forecasting offering
impact of media fragmentation 
media fragmentation is fuelling demand
for research on brand values brand
power and customer brand perception
as well as a need for quantitative
reasoning to support investment in
advertising new services are required
to measure digital media 
examples of tns response development
of new brand equity framework new
services to measure and analyse digital
tv viewing 
■ global market 
■ top ten market information companies
source esomar industry reports  tns estimates
demand from these less traditional
users of market information continues
to grow around the world 
example of tns response developed
expertise in the technology sector
outsourcing of analysis and supplier
rationalisation
the move to outsource data collection is
mostly complete the trend now is for
clients to outsource the analysis of that
data a demand for increasingly
complex analysis and the associated
investment in software and expertise 
is likely to lead to acceleration in this
trend this is linked to a rationalisation
of suppliers used by major multi
national organisations as clients look
to market information companies for
increasingly sophisticated analysis they
are seeking to develop partnership
relationships with the few companies
that have the scale and expertise to meet
their needs
example of tns response move to global
partnerships and areas of expertise
technology
use of the internet for data collection
and delivery has dramatically shortened
lead times availability of broadband to
clients and respondents combined with
market information top ten
rank company quoted holding company 2005 revenue m
1 acnielsennielsen media vnu 3535
2 tns taylor nelson sofres 1818
3 ims ims health 1755
4 kantar group iic wpp group 1475
5 gfk  gfk group 1150
6 ipsos ipsos 883
7 synovate aegis 601
8 iri 555
9 westat 390
10 arbitron arbitron 310
source company announcements translated by tns at average rates
 2004 revenue 2005 figure not available at date of this report
2004
2000
53 215 bn
155 bn 41
top 10 market information companies’
increase in share of growing market internet has brought down contract
prices we believe the evidence of the
us – where use of the internet is most
developed representing approximately
30 per cent of the custom market –
indicates that this leads to an increase in
the volume of research commissioned
by clients 
clients are tending to spend a
proportion of the budget savings made
through use of internet data collection
on increased value added analysis and
consultation 
data collection using the internet still
represents less than 5 per cent of the
european market 
there is a distinction between managed
access panels such as the tns panel
which provide higher quality of data
and analytics and those newer panels
often listbased that operate at the
commodity end of the market it is
becoming apparent that quality and
integrity of data remain important to
clients and some of the newer entrants
to the market are being forced to review
their business models to deal with this
quality issue
market segmentation
the market information industry
comprises two main types of research
syndicated services
the information is collected on a
regular basis owned by the research
provider and sold to multiple clients
key attributes are
• ‘musthave’ data that provides
measure of the market
• higher barriers to entry – higher
margin
• longterm contracts
• steady growth rates
• mainly consumer and media
custom research
commissioned and owned by the
client ranging from oneoff ad hoc
studies to multiyear continuous
market tracking 
ad hoc custom
• more discretionary
• lower competitive barriers –
traditionally lower margin but with
potential to improve
• greater potential growth in good
economic environment
• increasing trend towards value added
services
• value of normative databases
continuous tracking 
• longterm or repeat contracts
• growing importance of multi
national projects
tns annual report 2005 20
our markets
25
60
15
opportunities and threats 
opportunities
recent market developments provide
significant opportunities to market
information companies and mostly
favour the major industry players such
as tns
• growing demand for global services
• increasing demand in emerging
markets – multinational and local
• move to preferred supplier
relationships
• move towards advisory services
• new products and services needed in
fastchanging markets
• increase in demand for continuous
tracking
• media fragmentation – increased
reliance on market information
• demand for roi information for
advertising services
threats 
to the major players such as tns
• client consolidation
• impact of economic slowdown on
custom research spend
• nicheboutique players
• pricing pressure and increased
involvement of procurement
departments
some developments such as digital
broadcasting industry consolidation
proliferation of clientowned databases
and new technologies represent both
an opportunity and a threat 
impact of the internet 
along with other developments in
technology the internet allows market
information companies to collect and
deliver increased amounts of
information and at a faster pace the
reduced cost in data collection via the
● syndicated 
● ad hoc custom
● continuous custom
tns syndicatedcustom 
research split 2005  the sixth sense of business
™
21
tns strategy and structure
client needs in market information are changing tns has
evolved its strategy and structure to meet that change
tns’ strategic goal is to be recognised as
the global leader in delivering value
added information and insights that
help our clients to make more effective
decisions 
the strategy is based on four core
principles
• client orientation
• service excellence and cost efficiency
• expertise and innovation
• people development
the group’s structure and tns senior
leadership team reflect the new strategy
syndicated services
tns has three major syndicated
services each with a market leading
position that frequently provide the
benchmark measurement and industry
standard in their markets tns
maintains its leading position through
innovation and by continuing to invest
in all three areas 
media intelligence
tns media intelligence
™
is dedicated to
worldwide media analysis providing
advertising expenditure tracking
evaluation and consultative services for
broadcast internet and print media in
addition to news monitoring and
creative tracking capabilities media
intelligence clients include media
owners advertising agencies
advertisers public relations firms
broadcasters publishers government
departments and ngos as well as
international and local companies 
tns media intelligence is a world
leading provider of strategic advertising
intelligence operating in 23 countries
with more than 16000 clients it is the
market leader in the us and france
with significant operations throughout
europe and asia
worldpanel™
tns worldpanel
™
provides continuous
measurement and analysis of consumer
purchasing and usage behaviour clients
include both global and local consumer
packaged companies private label
manufacturers retailers fresh food
suppliers market analysts and other
organisations 
data is collected using technology
matched to the development of each
market including bar code and till
receipt scanners internet sms text
messaging and diary that data is then
interrogated and interpreted by our
consumer panel specialists around the
world in order to provide clients with
essential insights into consumer
behaviour and what the implications 
are for marketing strategies promotion
and branding 
senior leadership team in 2006 reflects new strategy
global clients and
sectors
pedro ros
regional custom strategic
development and
marketing
john abraham
finance
andy boland
human resources
and internal
communications
mike petch
legal
paul wright
it
tony barbosa
worldpanel
judith passingham
media intelligence
jean–michel portier
tram
mike gorton
custom business syndicated business
chief executive
david lowden tns annual report 2005 22
tns strategy and structure
tv and radio audience
measurement
tns systems are used to measure and
analyse television viewing and radio
listening habits for broadcasters
advertising agencies and platform
operators in 28 countries around the
world value added analysis is delivered
to clients through the tns proprietary
software infosys
™
 which is now used
in 20 countries 
audiences are measured using the latest
household and metering technology 
as tv and radio are increasingly
shifting to digital broadcast tns is at
the forefront of this trend with both its
use of personal measurement through
arbitron portable people meters
ppm
sm
 and return path technology
from digital set top boxes
tns custom business
regions
tns is the world’s largest custom
research company with operations
organised around three regions which
drive growth in client relationships in
local markets and focus on service
excellence and cost efficiency
• europe
• north america
• asia pacificlatin americamiddle
east  africa alm
global clients and sectors
supporting the regions in custom
research tns sector operations are
organised to focus on servicing multi
national clients through our specialist
knowledge in their business sectors
within each specialist sector dedicated
global account teams exist to form and
develop strong partnerships with major
clients in order to provide them with
more value added business insights 
with vast experience and breadth of
knowledge in the consumer sector and
using all of our areas of expertise tns
advises clients in this sector on key
issues affecting their businesses
through the whole product lifecycle
from concept screening through to
customer satisfaction
one such issue in the consumer sector
is innovation management in rapidly
changing markets with shortening
product lifecycles manufacturers 
are constantly challenged to innovate
and develop new brands using 
our expertise in new product
development with tools such as
innosuite
™
 tns supports innovation
management from early creativity to
measuring return on launch
investment
financial services
within the financial services sector
tns distinguishes itself by offering a
truly global breadth of services as the
financial services industry has become
increasingly international tns has
emphasised this advantage by the
creation of a financial services practice
as one of our global sectors 
tns understands the commercial issues
facing the financial services sector –
commoditisation and the need for brand
differentiation the impact of
technology increased regulatory
pressure and empowerment of
consumers tns runs custom research
projects such as global brand health
programmes and syndicated services as
well as advising financial services clients
on current issues such as online theft
and identity fraud 
automotive
tns is the leading provider of
automotive market information
addressing the complex research needs
of major automotive manufacturers
component suppliers oil companies
and dealership and repair specialists
worldwide tns offers a complete
portfolio of research services including
advertising and brand tracking car
clinics dealer and customer satisfaction
research and vehicle quality surveys 
the unparalleled global presence of tns
is a key strength for the automotive
sector the ability to see the bigger
picture and also understand local
market needs when coordinating
international projects in up to 50
countries in europe the americas asia
pacific the middle east and africa is
highly valued by clients
consumer
tns is the world’s leading provider of
custom research to the consumer sector
working with major consumer goods
companies and retailers around the
world tns now manages this area as
one of our specialist global sectors 
● europe
● north america
● alm
23
65
12
revenue split by region 2005  global operations
clients require that the data on which
tns recommendations are based be
collected efficiently and to a high
quality standard within the regional
businesses a global operations group
exists to ensure that this takes place
through
• standardised data collection systems
• use of online managed access panels
• improved utilisation of call centres
• offshoring of data processing
the sixth sense of business
™
23
tns financial services works with the
world’s leading banks building
societies insurance companies asset
management companies and regulatory
bodies as well as lawyers and
accountancy firms we have over 25
years dedicated sector experience and
our clients value the specialist know
ledge and strategic guidance we deliver
healthcare
tns provides consistent global
advisory market research in the
healthcare sector expertise to support
new product introductions solutions
for brand and sales force optimisation
and assessment of promotional
effectiveness clients are the global
pharmaceutical companies
biotechnology medical device and
supply companies as well as advertising
agencies 
tns provides the full range of advanced
research capabilities throughout the
sector’s product life cycle including
prelaunch landscaping market
assessment new product development
positioning and segmentation message
creation pricing and reimbursement
forecasting attitude and awareness
measurement and postlaunch tracking 
tns healthcare delivers insights across
stakeholder groups including
physicians patients and consumers that
help companies anticipate and
understand their markets and react with
more informed strategic decisions
polling  social
we believe tns to be the world’s
largest provider of polling and social
research services clients include public
sector organisations nongovernmental
organisations and the news media 
we tell clients about the major trends in
opinion how the public is feeling about
its elected leaders and their policies we
predict what the outcomes of any up
and coming elections are likely to be and
provide analyses of society for policy
makers and for academic research
we combine years of local expertise
into a comprehensive global view
applying strict technical standards
through highquality services
complemented by the wide suite of tns
business solutions especially adapted
to polling and social research
technology
tns works with software and hardware
companies mobile phone and
microchip manufacturers network
operators as well as content and
internet service providers on a global
basis tns technology specialists
provide insights and recommendations
on key strategic marketing objectives
for example measuring demand for
new applications such as mobile tv
constantly evolving markets create
opportunities in the technology sector 
as it telecoms media and
entertainment continue to converge
tns advises organisations on where
their own revenue opportunities lie
and as the technology sector becomes
increasingly focused on service tns is
also helping clients understand what is
driving customer satisfaction in order
to help them reduce ‘churn’ and
maximise return on their investment 
05
10
15
20
source inside research september 2005
2000 2001 2002 2003 2004 2005e
04
06
08
10
13
16
worldwide online research spending
bn
tns offshore research 
centre in india
orsc employs over 300 people
who provide a range of services 
to tns group companies these
services include data processing
technical support it helpdesk
software development questionnaire
scripting chartingreporting and
online coding tns annual report 2005 24
managed access panels
access panels are prerecruited samples
of respondents who have agreed to
participate in market research surveys
use of access panels in market research
results in more efficient surveys and
quicker results for clients tns believes
that using managed internet access
panels is a crucial part of efficient and
highquality data collection
tns approach is to operate high
quality managed access panels that
achieve both greater costefficiency and
also higher quality results due to
• controls that protect respondent
usage rates and reduce ‘churn’
• higher cooperation rates and more
representative samples
• more flexible and precise sample
selection that allows for more
complex and precise surveys
tns has what it considers to be the
highestquality managed internet access
panel in the us with over three million
members in 2005 tns rolled out its
european access panel in six major
markets and launched its panregional
access panel in asia pacific 
tns strategy and structure
20
40
60
80
100
1999 2000 2001 2002 2003 2004
300
600
900
1200
1500
number of portals
2001 2002 2003 2004 2005
managed
access panels 
cost efficiency 
quality
7
275
573
1029
1495
5
10
15
20
25
30
5
10
15
20
25
30
number of users
000s
2001 2002 2003 2004 2005
20
1350
4660
12897
29911
tnsinfo™
as well as employing the internet to
collect information tns is also at the
forefront in the use of technology to
deliver information to clients
tnsinfo is the group’s online client
portal allowing clients access to all of
their marketing information instantly
and from one single source it delivers
customised information to relevant
people within the client organisation
and allows them to analyse data and
make immediate business decisions
tnsinfo is a crucial part of the tns
response to client demand for upto
date insights and has been a key driver
in helping to win new business
rapid growth in use of tnsinfo
10
20
33
49
63
70
29
21
18
12
7
8
61 59
49
39
30
22
use of the internet in the tns us
access panel
■ mail
■ telephone
■ internet
source tns estimates the sixth sense of business
™
25
areas of expertise 
as clients look for more insight and
analysis from market information one
of the ways in which tns meets that
demand is through our focus on four
main areas of expertise in custom
research each of the areas of expertise
is embedded within the service offering
new product development 
idea generation
concept testing 
product testing 
marketing mix optimisation
sales forecasting 
primary business solutions 
innosuite™
visit™ virtual in store interactive
testing 
positioning and segmentation
research incorporating 
motivational research
market structure
needs segmentation
brand positioning
brand portfolio management
primary business solution 
needscope™
brand and advertising research
advertising pretesting
advertising tracking
brand tracking
brand equity measurement
primary business solutions 
adeval™
the conversion model™ 
marketwhys™
stakeholder management
customer satisfactionretention
internal service quality
employee commitment
corporate reputation
primary business solution 
trim™
innovative new
approach to
brand and ad
of each region so that we deliver to
clients consistently high quality of
recommendations across tns’ global
network and in all industry sectors
together the four areas of expertise
encompass each stage of the 
marketing cycle    expertise and innovation
■ new products and
services to deliver 
insight to clients
■ innovation forums 
harness best ideas 
from around group
■ enhanced knowledge
management
■ tns aims to be the
industry thought leader
original
the sixth sense of business
™
27
core principle tns annual report 2005 28
people development
look inside
the group conducted its first global
employee commitment study in 2005
using our highly acclaimed trim
stakeholder management system 
this study covered 13000 tns
employees across the group and had a
comparatively high 79 per cent
response rate
the study aimed to improve knowledge
and understanding of employees’
interests in and attitudes to tns and
to use this information to identify
strengths and weaknesses in the group’s
relationship with employees the
results have been communicated to all
employees via local presentations
workshops at group and local level have
taken place to develop action plans
which aim to improve employee
commitment the group will conduct 
a further survey in 2006 to ensure
progress is being made on key issues
with look inside 2 planned for the
following year 
internal communications
following look inside additional
emphasis is being placed on internal
communications around the group 
our strategy in this area focuses on 
four different areas of activity the 
first is providing all employees with
information about business initiatives
and helping them gain a better
understanding of our business this is
achieved through electronic print and
audiovisual media secondly we are
providing our leaders and managers
with the expertise and confidence to
communicate effectively with their
teams including listening skills and
managing feedback
and individuals who contribute to the
sixth sense of business through service
excellence and innovation 
careers at tns 
tns operates as a global network
offering employees the opportunity to
work across all sectors of industry and
in both custom and syndicated research
career forums are being used in many
of our business areas to develop career
pathways and employees are
encouraged to advance their careers
internationally 
community
the tns group operates locally and
globally and so too with its community
related activities we have offices in
over 70 countries around the world and
each community has its own
challenges needs and opportunities
we encourage local management
therefore to support their own
employees in playing an active part in
their community in ways they think
appropriate this leads to a huge variety
in the type of endeavour – from straight
donations to innovative fund raising
from mentoring to employee
volunteering – in support of many
different types of organisation ranging
from major charities to local schools 
there is not space in this report to
describe all these activities however
responses from local tns offices to
some of the devastating natural disasters
of 2005 provide a good illustration 
our colleagues in the us and canada
banded together to raise desperately
needed funds for displaced hurricane
victims following the devastating
hurricanes that hit the us gulf coast in
august 2005 through regionwide
employee “jeans day” and a mardi gras
the third area is strengthening faceto
face communication to facilitate better
collaboration and sharing across the
group finally the group is committed
to measuring the effectiveness of
internal communication within the
business and its impact on employee
attitudes and behaviour
talent and development
sixth sense of business competencies
the tns competency framework was
reviewed in 2005 and updated to reflect
the sixth sense of business brand values
this will form the basis for
performance assessment recruitment
and development planning
maximising growth through people
in 2005 the group launched a new
global programme with the objective of
reviewing the performance and
potential of the top 200 leaders within
the business it uses new leadership
competencies that clearly define the
behaviours required to continue to lead
tns into a successful future 
there will be increased focus on talent
development from 2006 at all levels in
the organisation and to lead this
activity the group has appointed a
group talent director in early 2006
we launched the tony cowling
academy of excellence a new central
learning and development resource 
the main purpose of the academy will
be to create increased learning and
development opportunities for tns
employees in a consistent and readily
accessible format closely aligned to the
sixth sense of business
recognition
tns operates an annual global
recognition scheme that aims to
highlight and reward successful teams
tns corporate social responsibility
at the beginning of 2006 chief executive david lowden committed the 
group to a renewed focus on people development one of the core principles
supporting the group’s new strategic goal the sixth sense of business
™
29
bead sale along with a tns company
matching programme employees raised
nearly 100000 
many members of the us access panel
took the option of donating their survey
incentive rewards points to charitable
organisations benefiting hurricane 
relief efforts and thus contributed a
further 130000 these efforts were 
in addition to many other local
fundraising programmes benefiting a
variety of causes initiated and managed
by north american employees
throughout 2005
colleagues from the tns dubai office
responded immediately to the powerful
earthquake that struck south asia in
october working with the pakistani
embassy within 72 hours of the
earthquake they sent food clothing
blankets sleeping bags and tents to the
affected area as well as raising cash to
fund urgent medical supplies 
across tns middle east  africa
which in 2005 celebrated its 25th
anniversary money was raised to help
the earthquake victims in kashmir 
a 2006 desk calendar was produced and
circulated to clients and colleagues
depicting children from the region who
had been affected by earthquakes and
other disasters both natural and 
manmade
from a global perspective tns is
working to support unicef it is
appropriate for an international group
of tns’ scale to work with a global
charity whose focus on children is one
with which we can all identify the
relationship began in january 2005
when in response to the tsunami
disaster tns made an initial donation
of 250000 200000 was sent
published under corporate governance
in the investors section of the groups
website the group is included in the
ftse4good index and has been
assigned a ‘low impact’ weighting for
environmental impact
the group considers the minimisation
of environmental impact from its
business operations to be a prime
objective of its csr activities during
2005 we completed a study into the
consumption of energy water paper
and it resources in the uk with the
assistance of the carbon trust an
organisation focused on reducing
carbon emissions as part of that
process tns uk established an energy
and waste programme that has led to a
15 per cent reduction in kilowatts of
electricity used at its main site and has
disposed of approximately 70 per cent
of its redundant electronic equipment in
an environmentally friendly manner 
in november 2005 the uk launched an
energy and waste policy to apply best
practice throughout the uk by
establishing benchmarks and targets 
tns does not yet centrally monitor
environmental practices across the
group but is aware that good
environmental practices are encouraged
in many countries for example in the
us rigorous policies and practices are
in place for recycling paper aluminium
plastics fluorescent light tubes printer
toner cartridges and outdated electronic
equipment
best practice in environmental
management is to be shared around the
group and further steps will be taken to
strengthen the tns environmental
policy
immediately and has been used for
education and child protection projects
in sri lanka and indonesia at the time
we also indicated our interest in
sponsoring a longterm project with
unicef and 50000 was set aside to
start this up
the chosen project branded
‘imagine…’ is the first global
fundraising campaign for tns which is
raising money to support preschool
education projects in cambodia
throughout the second half of 2005 a
variety of fund raising activities were
held around the group helping to bring
us together as one global team working
for others
in addition tns is well positioned to
provide international and multi
country research for charities and not
forprofit organisations by conducting
muchneeded research on an economic
and in some cases at cost basis 
we are increasingly committed to
contributing our knowledge and
expertise to the collection of consumer
opinions and information on social
issues of global concern one of the
most significant initiatives of this
nature in which tns participates is the
twice yearly ‘voice of the people’ survey
a study covering more than 60
countries it provides insights on global
views and opinions for international
organisations including the world
economic forum the world bank
transparency international and the
international committee of the red
cross this is managed through our
polling  social sector 
the environment
tns formalised its environmental
policy in december 2004 and it is
tns supports preschool education projects in cambodia aspirational core principle
the sixth sense of business
™
31
people development
■ listening to our employees
and taking action 
■ improved training – 
tony cowling academy 
of excellence
■ more effective talent
management and 
career development
■ spotlight on internal
communications tns annual report 2005 32
board of directors 
donald brydon david lowden andy boland 
pedro ros alice perkins paul murray
rémy sautter sharon studer the sixth sense of business
™
33
donald brydon cbe 
chairman
age 60  joined the board as chairman
on 12 january 2006 he is chairman 
of smiths group plc and the london
metal exchange and is senior
independent director of scottish 
power plc following 20 years with
barclays group during which time he
was chairman and chief executive of
bzw investment management he
joined axa group in 1997 and is
currently chairman of axa investment
managers sa in the past five years 
he has also been chairman of
amersham plc and senior independent
director of allied domecq plc 
executive directors
david lowden
chief executive
age 48  joined the group as finance
director in 1999 and was appointed
chief operating officer with
responsibility for the group’s regional
operations in 2003 he became chief
executive on 12 january 2006 
he previously worked for a number of
international companies including
acnielsen and federal express
corporation
andy boland
finance director
age 36  joined the group and was
appointed to the board in 2004 prior to
that he held a number of senior finance
positions at wpp group plc and
cordiant communications group plc 
pedro ros
managing director –
global clients and sectors
age 44 joined the board on 16 january
2006 he has worked in a variety of
positions within the syndicated and
custom business of tns since joining
the group in 1985 most recently he has
had responsibility for the southern
europe middle east  africa and latin
america regions
nonexecutive directors
paul murray
senior independent director
age 44  joined the board in may 2005
and was appointed senior independent
director in august 2005 he was
finance director of carlton
communications plc from 2001 to
2004 prior to that he was finance
director of lasmo plc he is currently
a nonexecutive director of thomson
sa and a partner in tangent llp
alice perkins cb 
age 56 joined the board in march 2005
she left the civil service and her role in
the cabinet office as the civil service’s
group hr director in september 2005
and is now building a portfolio across
the private and notforprofit sectors
she became a nonexecutive director of
baa plc on 1 march 2006 and from
19972001 was a nonexecutive director
of the littlewoods organisation plc
rémy sautter 
age 60  joined the board in 2002 
he is chairman of rtl radio and vice
chairman of the board of channel 5 
he is also a nonexecutive director of
partnerre ltd a nyselisted global
reinsurance company and two media
companies listed in france 
m6métropole télévision sa and 
pages jaunes sa
dr sharon studer 
age 54  joined the board in 2003 
she sits on the oxford university audit
committee previously she was the
partner responsible for kpmg’s
information communications and
electronics consulting practice was
vice president of control data’s
worldwide marketing and ran 3com’s
homeoffice international networking
business
note
mike kirkham will retire from the
board at the agm on 10 may 2006
board committees
audit committee
paul murray chairman
alice perkins
sharon studer
nomination committee
rémy sautter chairman
donald brydon
alice perkins
remuneration committee
sharon studer chair
paul murray
alice perkins
rémy sautter
ian portal
company secretary tns annual report 2005 34
directors’ report
the directors of taylor nelson sofres plc submit their annual report for the year ended 31 december 2005
principal activities of the group review of the year and post balance sheet events
a description of the group’s markets and principal activities together with reviews of the trading results developments for the
year and likely future developments are contained in the chairman’s statement the chief executive’s statement the finance
director’s review and the business review on pages 2  to 25
there were no post balance sheet events
financial risk management
the group recognises that its international operations and debt financing expose it to a range of financial risks these include
changes in interest rates on debt and changes in currency exchange rates on foreign currency investments and earnings from
those investments the group has a formalised risk management policy to manage these financial risks over the short and
medium term and compliance with the policy is monitored by the directors on a regular basis this policy is detailed in note 22 to
the financial statements
share capital
details of movements in the company’s issued share capital during 2005 are shown in note 26 to the financial statements
dividends
the directors recommend a final dividend for 2005 of 275p per share payable on 7 july 2006 to shareholders on the register at the
close of business on 26 may 2006 the total dividend for the year including the interim dividend of 125p per share paid in 2005
amounts to 40p per share 2004 35p
waiver of dividends
details regarding the waiver of dividends are described in note 8 to the financial statements
directors
the directors of the company who held office during the year are shown on page 33 stephan buck and neil cross retired from the
board at the 2005 annual general meeting rob rowley retired from the board on 31 december 2005 and tony cowling on 
12 january 2006 alice perkins and paul murray joined the board as nonexecutive directors on 2 march 2005 and 11 may 2005
respectively  in 2006 donald brydon joined the board as chairman on 12 january and pedro ros as an executive director on 
16 january mike kirkham will retire from the board at the 2006 annual general meeting the 2006 agm in accordance with the
articles of association the board is recommending the reelection of sharon studer and the election of paul murray donald
brydon and pedro ros at the 2006 agm
details of directors’ interests and in relation to the executive directors only awards under the share option and longterm
incentive plans are given in the remuneration report on pages 41 to 49 there were no changes in the directors’ registered interests
in the shares of the company during the period from 31 december 2005 to 6 march 2006 no director had any material interest at
any time during the year in any transaction of significance in relation to the group’s business the sixth sense of business
™
35
substantial shareholdings
as at 22 february 2006 the company had been notified of the following substantial interests 3 per cent or more in its ordinary
share capital numbers of shares and percentage interest are as at the date of notification
shareholder holding 
ameriprise financial inc and its group acting as fund managers and 
inclusive of assets managed by threadneedle asset management holdings ltd group 44880147 1003
fidelity international 35528113 793
zurich financial services 24018389 540
capital group companies a holding company for several subsidiary 
companies engaged in investment management business 22294841 496
insight investment management 17925387 404
legal  general group 15345657 343 
note the above list includes all institutions that have disclosed notifiable positions both during and prior to the previous year there are additional institutions
with aggregate nondisclosable holdings of above 3 per cent
creditor payment policy
the group’s policy is to agree the terms and conditions of transactions with all suppliers in advance and to comply with them
subject to satisfactory performance by the supplier taylor nelson sofres plc has no trade creditors the equivalent of 45 days
worth of purchases were due to trade creditors of the group at the year end
charitable and political donations
the group continues to support charitable causes and in 2005 donated £291719 2004 £96067 for more information regarding
the group’s charitable activities please refer to the corporate social responsibility report on pages 28 and 29 the group made no
political donations in 2005 2004 £nil
health and safety
the group aims to provide and maintain a safe environment for all employees customers and visitors to its premises and to
comply with relevant health and safety regulation
employee policies
wherever possible vacancies that arise are advertised internally consideration is given to all applications for employment
regardless of gender race ethnic origin disability age sexual orientation religious or political beliefs the group is supportive of
the employment and advancement of disabled persons or employees who become disabled during their employment 
employee involvement
the group encourages employee participation in its future through share ownership during 2005 461530 ordinary shares were
allocated to the worldwide employee sharesave plan 66820 shares were allotted under the employee stock plan 262691 share
options were awarded under the executive share option plan 135635 share options were awarded under the 1993 longterm
incentive plan 3299600 performance shares and 221900 performance options were awarded under the 2005 longterm
incentive plan and 241249 shares were awarded under the equity participation plan during the year the group employed an
average of 13580 people worldwide
further information regarding employee involvement is contained in the corporate social responsibility report on pages 28 
and 29
authority to buyin shares
under article 51 of its articles of association the company is empowered to purchase its own shares the directors consider that the
power to make purchases in the market of the company’s own shares should be maintained and the necessary special resolution
will be proposed at the 2006 agm this power was not exercised during 2005 tns annual report 2005 36
annual general meeting
the 2006 agm will be held on 10 may 2006 at 930 am at taylor nelson sofres plc tns house westgate london w5 1ua 
the notice convening the 2006 agm is contained in a separate circular sent to shareholders with this report
auditors
a resolution to reappoint pricewaterhousecoopers llp as auditors to the company will be proposed at the 2006 agm
statement of directors’ responsibilities
company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state
of affairs of the company and the group and of the profit or loss of the group for that period in preparing those financial
statements the directors are required to
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed subject to any material departures disclosed and explained
in the financial statements and
• prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in
business
the directors confirm that they complied with the above requirements in preparing the financial statements
the directors are also responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the
financial position of the company and the group and to enable them to ensure that the financial statements comply with
international financial reporting standards and ifric interpretations endorsed by the european union and with those parts of
the companies act 1985 applicable to companies reporting under ifrs they are also responsible for safeguarding the assets of
the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities
going concern
the financial statements which appear in this report have been prepared on a going concern basis after making appropriate
enquiries the directors have a reasonable expectation that the group and company has adequate resources to continue in
operational existence for the foreseeable future
by order of the board
ian portal
company secretary
6 march 2006 the sixth sense of business
™
37
corporate governance 
part one – application of combined code principles
the board practises good corporate governance and supports the principles of the combined code on corporate governance
issued by the financial services authority in july 2003 the combined code the company has applied the principles of the
combined code as follows
the board
in 2005 the board comprised the chairman chief executive chief operating officer and finance director as well as five
independent nonexecutive directors the nonexecutive directors with their broad range of experience bring an important
independent perspective to board decision making
the board reviewed and updated the roles and responsibilities of the chairman and chief executive during the year to ensure
they are comprehensively and clearly defined and that there are appropriate checks and balances in place paul murray took over
from rob rowley as senior independent director on 12 august 2005 on 12 january 2006 donald brydon succeeded tony
cowling as chairman and david lowden became chief executive taking over from mike kirkham 
biographical information on the board directors is given on page 33
the board is accountable to shareholders for the group’s business operations and affairs it participates in the establishment of
the group’s strategy and oversees its implementation the board is responsible for monitoring the group’s financial and
operational performance and appropriate risk management in addition it ensures that appropriate corporate governance
procedures are in place to protect the interests of shareholders and other stakeholders
in 2005 the chairman met regularly with the nonexecutive directors to consider their views they constructively challenged
and helped develop proposals on strategy at board meetings and at the biannual strategy meetings 
there is a formal schedule of matters specifically reserved for decision by the board that includes the approval of longterm
objectives and commercial strategy financial statements major changes to the group’s corporate structure major acquisitions
and disposals dividend payments expenditure authority levels and treasury and risk management procedures the following
table identifies the number of board and committee meetings held during 2005 and the attendance record of individual
directors
board meetings committee meetings
note regular ad hoc audit nomination remuneration
number of meetings in year 884 7 5
executive directors
andy boland 86 – – –
tony cowling  78 –7 –
mike kirkham 8 4            – 6 –
david lowden 8 6           –         – –
nonexecutive directors
stephan buck 1 2 2 – 2 2
neil cross 2 2 2 2               – 2
paul murray 3 552 – 3
alice perkins 4 5 4 – 5                   3
rob rowley 83 35 4
rémy sautter 77 –6 4
sharon studer 884 – 5
notes
1 resigned 11 may 2005
2 resigned 11 may 2005
3 appointed 11 may 2005 
4 appointed 2 march 2005
– indicates not a member of that committee tns annual report 2005 38
independent nonexecutive directors
the board has determined that all of its nonexecutive directors are ‘independent’ as defined in the combined code 
the terms and conditions of appointment for each of the nonexecutive directors are highlighted in the remuneration report
information and professional development
the group has a comprehensive induction process for newly appointed directors to meet key personnel and on request major
shareholders both alice perkins and paul murray underwent thorough induction programmes in 2005 having separate
meetings with key personnel across the group presentations were received by the board on key areas of the business and site
visits were made to belgium and denmark during the year some directors attended tailored training programmes specific to
their individual needs such programmes being available to all board members the board is also regularly briefed on matters
affecting the group’s activities such as significant industry developments as well as changes to the legal and regulatory
environment in which the group operates reporting is designed to ensure that management submits to board members all
information relevant to board decisions in a timely manner prior to each board meeting there is an agreed procedure whereby
all board members may obtain independent professional advice in the furtherance of their duties such advice was not sought by
any director during 2005 all directors have access to the services of the company secretary
performance evaluation
the annual board and committee evaluations were carried out during 2005 the directors’ evaluations took the form of
questionnaires and interviews conducted by the chairman the results were collated analysed and fed back to board members
the chairman’s review was led by the senior independent director with the nonexecutive directors
this was followed up by a review of board and committee performances which involved all board directors and was also
conducted by questionnaire the results were reviewed by board members following which a short set of action plans to
improve board performance was agreed for the coming year
retirement by rotation
in accordance with the company’s articles of association executive directors retire by rotation and submit themselves for 
reelection every three years and nonexecutive directors every two years following performance evaluations those directors
up for reelection this year continue to perform effectively and demonstrate commitment to the role
insurance
the company has purchased and maintains appropriate directors’ and officers’ and company reimbursement insurance in
respect of legal action against its directors  also a deed poll was entered into during the year by the company providing
indemnities to directors as permitted by the companies audit investigations and community enterprise act 2004
board committees
the board has three committees to assist in fulfilling its duties an audit committee a nomination committee and a
remuneration committee terms of reference for each of these committees were reviewed during the year although no
amendments were considered necessary by the board they are posted on the group’s website and hard copies are available on
request from the company secretary
audit committee
during the year the audit committee consisted of three independent nonexecutive directors at least one of whom had recent
and relevant financial experience the committee is chaired by paul murray who took over from neil cross after the annual
general meeting the 2005 agm its primary responsibilities include monitoring internal control and risk management
systems approving the group’s accounting policies reviewing the interim and annual financial statements before their
submission to the board and keeping under review the scope and costs of audit as well as the nature and extent of nonaudit
services provided by the auditors
the committee reviewed internal business and internal control reports together with external audit reports the external
auditor attended all audit committee meetings and met separately with the committee’s chairman
the committee has adopted a formal policy for the supply of nonaudit services provided by its external auditors its aim is to
ensure that the independence and objectivity of the auditors is not compromised whilst at the same time allowing the company
to benefit from their expertise where it is needed the policy provides that proposals for all nonaudit work carried out by the
company’s external auditors incurring fees of over £50000 require the approval of the audit committee all such proposals
need to be accompanied by a written note to the committee specifying why the work would not compromise the external the sixth sense of business
™
39
auditors’ independence and objectivity and stating why the external auditors are being recommended for the work in addition
the policy provides that all other nonaudit work carried out for the group by the company’s external auditors which incurs fees
of less than £50000 be reported to the board on a regular basis a summary of the fees for nonaudit work which includes
assurance tax advisory and tax compliance work during 2005 is given on page 62 
the committee is entitled to take independent professional advice and has full independent powers of investigation 
nomination committee
during the year the nomination committee consisted of three independent nonexecutive directors as well as the chairman
and chief executive  the committee is chaired by rémy sautter who took over from stephan buck after the 2005 agm its role
is to review regularly the composition of the board consider succession planning and nominate to the board for approval
candidates to fill board vacancies
under the board appointment process the nomination committee agrees a job specification that takes account of skills analysis
of the existing board members specialised external consultancies are asked to tender for the business the chosen consultancy
provides a list of potential candidates from which the committee agrees a short list interviews are held by members of the
committee and the successful candidate is recommended for board approval this process was followed for the appointments of
alice perkins paul murray and donald brydon
remuneration committee
the composition and responsibilities of the remuneration committee together with an explanation of how it applies the
principles of the combined code in setting directors’ remuneration are included in the remuneration report on pages 41 to 49
financial controls and reporting
the group operates a comprehensive system for financial reporting to the board based on an annual budget and regular
forecasts financial performance is reported and appraised regularly and the operational management team identifies any new
business matters key risks facing the operating units and recent acquisitions in its reports the board approves budgetary
expenditure in line with the group’s corporate strategy
internal control
the board is responsible for ensuring the group has an appropriate system of internal controls daytoday management of
those controls is delegated to senior management of the relevant operating units each year all operations perform an
assessment of the effectiveness of the internal controls in place in their business through an internal control questionnaire and
report their findings to the group 
the group has a business review and internal audit department which reviews financial operational and compliance controls in
a number of key business areas each year recommendations are reported to senior management and ultimately to the audit
committee and board in 2005 the business review department performed audits at 13 of the group’s subsidiary companies and
limited reviews at a further 12  a key responsibility is monitoring the implementation of recommendations previously made
consequently the status of all recommendations is updated quarterly and reviewed by the executive management team  
an update is provided to the audit committee
by these mechanisms the board has conducted a review of the effectiveness of the group’s system of internal controls for the
year ended 31 december 2005 the group’s system of internal controls is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement
or loss
in 2005 the key business financial operational and compliance risks facing the group were reviewed and prioritised 
the procedures in place to detect risks were addressed and the results were reported to the board
these procedures have been in place for the financial year covered by this report and up to the date the annual report and
accounts were approved the procedures comply with the internal control guidance for directors on the combined code
code of conduct
the company has in place a code of conduct which is publicised throughout the organisation the code provides guidance and
assistance on how employees should conduct business throughout the group including how to manage relationships with the
company’s stakeholders an ethics helpline allows employees to report suspected breaches of the code of conduct to the
company secretary who reports directly to the chairman  during the year all enquiries to the helpline were independently
investigated and where appropriate reported to the audit committee tns annual report 2005 40
investor relations
the group has in place a structured programme of communication with institutional shareholders and financial analysts
executive directors and the head of investor relations meet regularly with financial analysts and existing and prospective
institutional investors in the uk continental europe and north america the purpose of these meetings is to provide
background information regarding the group and to improve understanding of the company’s business and strategy within the
constraints imposed to ensure that inside information is not selectively disclosed the group is conscious of the need to
communicate information to shareholders and potential shareholders in such a way as to avoid the creation or continuance of a
false market in its shares in accordance with the requirements of the listing rules of the financial services authority inside
information is released to both institutional and private shareholders at the same time group results are announced twice a year
and in addition trading updates are issued to the market in january and july of each year results and operational presentations
made to investors and analysts are webcast live on the group’s website wwwtnsglobalcom  
in 2005 the chairman and the senior independent director communicated with the company’s brokers to keep abreast of
institutional shareholders’ attitudes to the company and consulted with major shareholders on governance issues all non
executive directors are offered the opportunity to attend meetings with major shareholders all directors are also kept informed
of shareholders’ views via investor relations board reports brokers’ briefings and surveys of shareholders’ opinion the annual
general meeting provides an opportunity for all shareholders to meet with and question the directors
during 2005 13 regulatory news service announcements were released informing the market of acquisitions financial results
the impact of ifrs and board changes these announcements together with current and back issues of annual and interim
reports investor presentation webcasts and other items of interest to shareholders are available on the group’s website
pension funds
the group operates a number of pension plans and postretirement benefit plans for its employees throughout the world 
the pensions consist of defined benefit plans and defined contribution plans 
assets of the pension funds established for the benefit of the group’s employees are held separately from those of the group 
in the uk these are held under trust by taylor nelson sofres trustees limited the board of which comprises both employee
representatives and group board members in accordance with the requirements of the pensions act 1995 in the netherlands
these are held by stitching nipo pension funds in the us the group has consolidated its section 401k plans and now uses a
single independent provider fidelity management trust company tns cmr llc also maintains a union pension plan the
assets of which are held under trust by wells fargo bank minnesota na together with defined benefit plans sponsored by tns
cmr tns also maintains a defined benefit plan the former nfo worldgroup inc pension plan the assets of which are held
under trust by keybank that pension plan is now frozen details of pension commitments are given on pages 78 to 81
annual general meeting
the notice of the annual general meeting and related papers are sent to shareholders at least 20 working days before the meeting
all results of proxy votes are read out made available for review during the meeting and recorded in the minutes of the meeting
and released to the market the chairman executive directors and chairs of the audit nomination and remuneration
committees all attended the 2005 agm and were available to answer questions from shareholders
part two – compliance with combined code
throughout 2005 the board is pleased to confirm that the group fully complied with all the provisions of the combined code
by order of the board
ian portal
company secretary
6 march 2006 the sixth sense of business
™
41
remuneration report 
the remuneration committee comprises four nonexecutive directors as detailed on page 33 sharon studer was appointed as
chair with effect from 1 january 2005 all current members of the remuneration committee are considered by the board to be
independent in corporate governance terms mike petch group human resources director and jane drysdale group
compensation and benefits director provided support to and information for the remuneration committee in 2005 
the remuneration committees role is to advise the board on overall remuneration policy and on its behalf to determine the
remuneration packages of the executive directors and senior executives the committee’s responsibilities are to ensure that 
• in determining salary its policy and practices support business strategy by being competitive and costeffective
• the structure and level of total remuneration are broadly consistent with the principles of corporate governance as contained
within the combined code incorporating appropriate emphasis on reward for performance
• the interests of executive directors and senior executives are aligned with those of shareholders through the establishment of
appropriate short and longterm incentives
• performance targets applicable to variable remuneration are agreed
• comments are solicited from principal shareholders regarding the company’s remuneration principles
• the determination of remuneration packages follows formal and transparent procedures and that due regard is given to any
relevant legal requirements the provisions and recommendations of the combined code and the uk listing authority’s
listing rules and associated guidance
to achieve its goals the committee needs access to consistent standardised information regarding remuneration in comparable
companies and ongoing remuneration trends to that end it receives input from new bridge street consultants nbsc mercer
human resource consultants mercer and orc worldwide orc on remuneration matters that affect senior executives 
in addition the group participates in and purchases a number of remuneration surveys the data from which are used to help
formulate remuneration decisions nbsc mercer and orc provide compensation advice to the human resources team on other
remunerationrelated matters but do not undertake tax or audit services or any other services that may lead to a conflict of interest
the group defines its key management as set out in note 28 to the financial statements
remuneration policy 
the group’s remuneration principles were reviewed in 2005 to increase the focus on incentivisation and to strengthen the link
between remuneration and individual team and company performance these principles are applied across the group to all
employees including executive directors and senior executives and remain relevant for 2006
• total remuneration should be structured to facilitate the recruitment retention and incentivisation of key individuals 
• performance excellence should be rewarded with highly competitive remuneration packages 
• remuneration should be competitive in local and global market places
• annual bonus plans should be in place to encourage delivery against challenging and appropriate annual financial targets
• executives’ longterm interests should be aligned with company performance through the group’s longterm incentive plan
which is designed to motivate and incentivise delivery of sustained longterm growth
• individuals should have an appropriate balance of fixed and variable elements within their total remuneration with increased
emphasis on reward for performance
in reviewing executive directors’ base pay the committee takes into account external market data supplied by independent
professional sources for competitive benchmarking purposes the group continues to position itself against companies in the ftse
mid250 with specific focus on those organisations with sector and size similarities where possible a number of the group’s key
senior executives are located outside the uk total remuneration therefore is compared both internationally and locally in 2005
the company continued to work with orc to extend the depth and breadth of coverage of a market research sector remuneration
survey which was established in 2004 specific industry data are therefore now available for some senior posts 
the remuneration committee’s policy remains that cash remuneration should be positioned at the median of the comparable
market place with highperforming individuals able to increase their total remuneration above the median through their annual
bonus plans and incentive arrangements tns annual report 2005 42
the objective remains to create a harmonised approach to total compensation across the group including employee benefits 
this approach is essential to facilitate career development and international movement of employees and to serve as an attraction
and retention tool
the fees of the nonexecutive directors are a matter reserved for the executive directors the nonexecutive directors do not
participate in the company’s pension annual bonus or equity plans and their fees are paid entirely in cash the group currently
has no plans to pay part of nonexecutive directors’ fees in shares fee levels for nonexecutive directors were increased with
effect from 1 january 2005 to bring them in line with market practice and to continue to reflect the time commitments of the role
in line with the requirements of the combined code the company will be reviewing fee levels again in 2006
board changes
as outlined in the directors’ report on page 34 pedro ros joined the board as an executive director with effect from 16 january
2006 following his appointment pedro ros’ remuneration package has been reviewed and is in line with the policy statements
in this report and is consistent with that of the other executive directors
donald brydon joined the group as chairman on 12 january 2006 his remuneration has been externally benchmarked and
approved by the remuneration committee
the group announced on 13 october 2005 that mike kirkham would stand down as chief executive in 2006 he continues to be
employed by the group working his 12 months notice until 13 october 2006 during this time he will receive remuneration in
line with his existing employment contract 
details of other board changes and committee structure are given in the directors’ report on pages 34 to 36 and the corporate
governance report on pages 37 to 40
base pay 
this is normally reviewed annually on 1 january and reflects the rate for the specific role base pay is the only pensionable element
of remuneration and base pay increases recognise external pay movements and individual performance 
tony cowling mike kirkham david lowden and andy boland all received increases in their base pay in january 2005 in line
with individual performance and market data
annual incentive
executive directors and senior executives have annual cash bonus plans that reward growth in profit and operating margin 
each year’s results provide the threshold for the next year’s target encouraging a continuous drive for higher levels of
performance in 2005 the bonus potential was a maximum of 100 per cent of base salary for mike kirkham 90 per cent for david
lowden and 75 per cent for both tony cowling and andy boland 
the group’s executive bonus plan remains in place for 2006 and bonus payments for all senior executives are capped in 2005
bonuses for the main board were based entirely on financial performance measures comprising earnings per share eps
operating profit operating margin and free cash flow bonuses for senior executives excluding the main board were based 
80 per cent on financial and 20 per cent on selected nonfinancial measures  the financial measures covered profit and cash flow
as applicable to the relevant specific regions or global business sectors as well as a group element based on eps
bonus structure and financial goals for each performance measure are reviewed at the start of each year the 2006 senior
executive bonus plan will be broadly similar to that for 2005
pension 
mike kirkham tony cowling david lowden and andy boland are members of a defined contribution pension plan governed by
an independent trust company pension contributions for directors were reviewed in 2004 and were increased with effect from 
1 january 2005 to bring them in line with the market median for defined contribution pension plans 
in light of pending pension legislative changes due to take effect on 6 april 2006 ‘aday’ the company has continued its policy
of flexible funding of pensions during 2005 executives may choose to sacrifice salary and bonus in return for additional company
contributions to their pension fund post aday the remuneration committee has agreed that there will be no compensation for
any executive for whom the pension plan is no longer tax efficient however an executive will be able to elect to take taxable cash
in lieu of company pension contributions at neutral cost to the company the sixth sense of business
™
43
benefits 
executive directors receive individual private medical insurance permanent health insurance independent financial and taxation
counselling life assurance and health screening benefits in line with tns uk benefits policy there is no company car benefit for
the ukbased board directors
equitybased incentive plans for employees and executives 
the group’s policy is that wherever feasible employees should have the opportunity to participate in equitybased incentive and
ownership plans this helps the group to drive business growth to align the interests of employees from diverse backgrounds and
cultures and to retain and attract key senior executives in 2005 the remuneration committee approved the use of approximately
49 million shares across all the equitybased plans  
longterm incentive arrangements
longterm incentive arrangements are used to encourage performance and as a retention tool in 2005 the remuneration
committee undertook a review of the group’s share incentive plans for executives they concluded that the 2001 executive share
option plan and the 1993 longterm incentive plan should be replaced with a new longterm incentive arrangement the 2005
longterm incentive plan 2005 ltip the implementation of this new plan which is centred on the grant of performance shares
conditional free shares was approved by shareholders at the annual general meeting agm on 11 may 2005 
the first awards under the 2005 ltip were made in october 2005 in addition executive directors were eligible to participate in
the equity participation plan epp participation in any of the plans remains at the discretion of the remuneration committee
subject to the rules of the plans and within the terms of the agreed remuneration policy
it is anticipated that under the revised longterm incentive arrangements approximately 35 million shares will be necessary to
meet the ltip requirements for 2006 these will be provided through a combination of newly issued shares and trust shares
with effect from 1 september 2005 minimum share ownership guidelines for executive directors were introduced the chief
executive is expected to hold one and a half times base salary in tns shares and other executive directors are expected to achieve
a share holding of one times base salary executives must retain at least 50 per cent of the profit shares delivered through the
company’s ltip until they have achieved the appropriate shareholding level
2005 longterm incentive plan 2005 ltip
executive directors and selected employees of the company are eligible to participate in the plan at the discretion of the
remuneration committee it is expected that awards will be made to executive directors and approximately 200 of the company’s
senior executives on an annual basis awards of up to 200 per cent of annual base salary may be made in any financial year as
detailed in the shareholders’ circular in 2004
in 2005 35 million shares in total were awarded to 204 people and additionally 40000 phantom shares were granted to four
participants this compares with approximately 67 million shares under option granted in 2004  in relation to the group’s
retrospective 14 per cent dilution limit by 31 december 2005 38 million shares 848 per cent were used against the forward
looking 10 per cent dilution limit from june 2002 263 million shares 588 per cent were used by the same date in 2010 the
group expects to be within the ‘10 per cent in 10 years’ guideline
the award can be made in one of two forms i conditional allocations where a participant will receive free ordinary shares in the
company automatically on the vesting of the award or ii nil or nominal cost options where a participant can decide when to
exercise the award during a period of up to 12 months after it has vested awards will normally vest following the third
anniversary of the grant date once the extent to which the performance conditions have been met see overleaf has been assessed
and provided the participant is still employed by the company tns annual report 2005 44
vesting of awards is conditional on the achievement of two distinct performance conditions as detailed in the table below for each
tier of management
performance condition 1 performance condition 2
tier 1 tier 2 tier 3 tier 4
12 most global management the next 85 most remainder of ltip 
percentage of awards vesting for senior executives team members excl tier 1 senior executives population c100
earnings per share eps
maximum performance eps  rpi  16 pa 100 100 100 100
exceeded performance eps  rpi  12 pa 65 65 75 100
expected performance eps  rpi  8 pa 30 30 50 100
threshold performance eps  rpi  4 pa 15 15 25 50
eps of less than rpi  4 pa 0 0 0 0
total shareholder return tsr
upper quintile tsr performance 100 – – –
median tsr performance 25 – – –
below median relative tsr performance 0 – – –
 performance condition 1 eps  75 of the award tsr  25 of the award performance condition 2 eps  100 of the award
the eps performance condition targets average eps growth adjusted earnings per share as disclosed in the company’s report and
accounts before ifrs 2 charges but on a fully diluted basis over and above the rate of growth of the uk retail price index rpi
over a period of three years the 2004 eps has been restated on a comparable basis for the purposes of this ltip the total
shareholder return tsr performance condition measures the company’s tsr relative to a peer group comprising the ftse 350
media sector
2001 executive share option plan esp
the 2005 ltip has replaced the 2001 esp however shareholders have agreed further use of the approved schedule to the 2001
esp in order to grant tax efficient share options to uk based executives in exceptional circumstances in early 2005 prior to the
approval of the 2005 ltip two awards were made at senior management level
2001 equity participation plan epp
executive directors and selected employees have been eligible to participate in the epp at the discretion of the remuneration
committee under the plan employees may deposit shares in the group which they already own to a market value not exceeding
50 per cent of their net base salary in any one year in return a matching award is granted over shares with a market value on the
day of grant equal to half the pretax amount that would have been required by the individual to acquire the deposited shares 
a matching award will normally be exercisable between the third and tenth anniversaries of its grant and is conditional upon the
deposited shares being retained and the executive remaining in employment at the time of exercise 
the plan has been structured primarily as a recognition and retention vehicle for highperforming key employees it also
provides an incentive for executives to build and maintain a shareholding in the company through share purchases thereby
creating a clear alignment with shareholders the maximum value of matching awards is 25 per cent of gross base pay and given
this conservative level there have been no performance conditions attached to awards up to and including 2005 with the
exception of any main board participants mike kirkham was offered an award under this plan in 2005 which will lapse in line
with the company’s principles under the epp when he leaves the group 
in 2005 21 highperforming key employees received and accepted the group’s invitation to participate in the epp depositing an
average of 35 per cent of net base salary in company shares these will be matched after three years conditional upon continued
employment and the retention of their deposited shares as outlined above
following the review of tns’ longterm incentive arrangements the epp will be replaced by the key employee equity plan
keep in 2006 details of which are given below there will be no further awards under the epp
key employee equity plan keep
under the 2005 ltip the group may operate a discretionary share matching plan keep for approximately 20 specifically targeted
participants each year excluding the executive board and the most senior executives keep is primarily designed to act as a
retention tool and additionally it allows directors to recognise exceptional performance by individuals
participants may deposit ordinary taylor nelson sofres plc shares with a tns group employee trust the deposited shares  the sixth sense of business
™
45
the maximum value of deposited shares is approximately £25000 these shares are held in the trust for three years and on the
third anniversary the vesting date the group will transfer to the participant one share for every one of the deposited shares
providing the participant is still employed by the group on the vesting date 
for 2006 there will be no performance conditions attached to keep awards although the remuneration committee reserves
discretion to attach performance conditions to subsequent awards if deemed appropriate
worldwide employee sharesave plan wesp 
the company’s wesp was adopted in 1999 the plan is a share option plan in which the employee saves from salary up to a
maximum of £150 per month over a fixed period of time minimum three years and is then given the opportunity to purchase
fixed price shares which may sometimes be at a discount to market value from his or her fund the group uses the plan to
encourage ownership of shares by employees and the wesp will be operated again in 2006
in the us the group operates a section 423 qualified stock purchase plan the employee stock purchase plan espp in place of the
wesp this allows us employees to benefit from local tax dispensations and encourages increased participation
in 2005 options over 046 million shares were granted to 480 employees in 11 countries under the wesp and the espp
1993 longterm incentive plan 1993 ltip 
the 2005 ltip has replaced the 1993 ltip  there was one award in 2005 at senior management level prior to the approval of the
2005 ltip the 1993 ltip is now closed
performance graph 
this graph illustrates the performance of taylor nelson sofres plc and the ftse all share media index over the past five years 
the group has selected this index following the approval of the 2005 ltip an element of the awards under this plan is based on
tsr which reflects relative performance against a peer group largely comprising constituents of the ftse all share media index 
equity grants to restricted persons other than the main board
plan name grant date number of individuals number of share options number of performance shares
epp 7 april 2005 2 50522 na
1993 ltip 7 april 2005 1 135635 na
2005 ltip 14 october 2005 4 na 450000
2005 ltip 28 october 2005 1 na 125000
2000 2001 2002 2003 2004 2005
120
100
80
60
40
20
total shareholder return
at 31 december
value £
•
taylor nelson sofres plc 
•
ftse all share media index
this graph shows the value by 31 december 2005 of
£100 invested in taylor nelson sofres plc on 
31 december 2000 compared with the value of £100
invested in the ftse all share media index the other
points plotted are the values at intervening financial
yearends 
source thomson financial tns annual report 2005 46
composition of executive directors’ remuneration packages
pay mix
in the past executive directors would normally have received approximately 50 per cent of their total potential direct
compensation from base salary and company pension contributions and 50 per cent from variable performancelinked pay
target bonus potential plus expected value of longterm incentives this mix was examined as part of the 2005 longterm
incentive review and as a result the ratio of fixed pay to variable pay has been adjusted to approximately 4555
pay elements
a summary of executives’ remuneration packages is given in the table below full details are provided in the directors’
emoluments table on page 48 
base pay purpose to ensure a market competitive remuneration package performance measures base pay is reviewed annually
taking into consideration individual contribution and market competitiveness of total package
bonus purpose to drive and reward annual performance against key objectives performance measures financial targets for the
group including profit margin cash flow and eps
longterm incentives purpose to drive growth over the long term to deliver shareholder value and to retain key management
performance measures tsr and eps
company contribution to pension and benefits  purpose to ensure a market competitive remuneration package and to provide
protection and security for employees in the short and long term
remuneration packages tony cowling mike kirkham david lowden andy boland
base pay increased with effect from 1 january 2005 
bonus maximum 75 100 90 75
longterm incentives not eligible epp april 2005 ltip award ltip award 
2005 equity grants to be lapsed october 2005 october 2005 
company contribution to pension 
percentage of base pay not eligible 15 12 10
benefits
private medical insurance yes y es yes y es
critical illness insurance yes – – –
permanent health insurance – yes yes yes
life assurance – yes yes yes
annual health screening yes y es yes y es
financial advice and taxation counselling yes y es yes y es
2005 pay mix policy fixed  variable 70  30 70  30 45  55 45  55 the sixth sense of business
™
47
service contracts
directors’ service contracts reflect current practice and the specific circumstances of the group in the event of termination all
contractual obligations would be honoured by the company subject to mitigation if the contract were to be terminated without
giving proper notice damages for breach of contract would be salary and any other benefits such as pension contribution health
and life assurance but subject to mitigation by the director if the contract were to be terminated with proper notice being given
no damages would be paid there are no contractual early termination liabilities for any director
original contract date
note appointment date electionreelection date notice period
donald brydon chairman 1 january 2006 may 2006 6 months rolling
executive directors
andy boland january 2004 may 2007 12 months rolling
tony cowling 2 june 1990 retired –
mike kirkham 3 january 1993 retiring 12 months rolling
david lowden december 1998 may 2008 12 months rolling
pedro ros 4 january 2006 may 2006 12 months rolling
nonexecutive directors
stephan buck 5 april 1992 retired na
neil cross 5 december 1996 retired na
paul murray 6 may 2005 may 2006 na
alice perkins 7 march 2005 may 2007 na
rob rowley 8 september 2002 resigned na 
rémy sautter november 2002 may 2005 na
sharon studer november 2003 may 2006 na
notes
1 donald brydon was appointed chairman on 12 january 2006 5 stephan buck and neil cross retired from the board on 11 may 2005
2 tony cowling retired from the board on 12 january 2006 6 paul murray was appointed to the board on 11 may 2005
3 mike kirkham will retire from the board on 10 may 2006 7 alice perkins was appointed to the board on 2 march 2005
4 pedro ros was appointed to the board on 16 january 2006 8 rob rowley resigned from the board on 31 december 2005
gains made by directors on share options
the following table shows gains made by individual named directors on share options exercised during 2005 the gains relate to
share price at point of exercise minus exercise price regardless of whether or not the shares have been retained
2005 2004
£ £
andy boland – –
tony cowling 908489 –
mike kirkham – 2812
david lowden 414375 159362
total gains on share options 1322864 162174 tns annual report 2005 48
directors’ interests in shares of the group
31 december 2005 31 december 2004 or date of appointment
beneficial nonbeneficial beneficial nonbeneficial
executive directors
andy boland 10000 – ––
tony cowling 1213477 – 1653150 –
mike kirkham 346536 – 346536 –
david lowden 230000 – 80000 –
nonexecutive directors
stephan buck 8000 – 63000 –
neil cross 20000 – 20000 –
paul murray –– ––
alice perkins –– ––
rob rowley 5000 – 5000 –
rémy sautter 10000 – 10000 –
sharon studer 5000 – 5000 –
there have been no changes in the beneficial and nonbeneficial interests of these directors between 31 december 2005 and the
date of this report
the following pages together with the table on page 47 setting out gains on exercise of share options comprise the audited part
of the remuneration report
directors’ emoluments
total pension contributions
salary bonus benefits fees other 2005 2004 2005 2004
note £000 £000 £000 £000 £000 £000 £000 £000 £000
executive directors
andy boland 1 261 126 5 –  –  392 333 26 8 
tony cowling 2 280 125 21 –  –  426 402 – – 
mike kirkham 3 410 263 30 –  –  703 621 107 99 
william lipner 4 –– – – – – 4221 – – 
david lowden 351 193 10 –  –  554 490 42 20 
non–executive directors
stephan buck –  –  –  17 –  17 46 – – 
neil cross –  –  –  17 –  17 34 – – 
paul murray –  –  –  27 –  27 –  – – 
alice perkins 5 –  –  –  10 –  10 –  – – 
rob rowley –  –  –  43 –  43 37 – – 
rémy sautter –  –  –  39 –  39 32 – – 
sharon studer –  –  –  40 –  40 32 – – 
1302 707 66 193 –  2268 6248 175 127 
pierre weill resigned from the board on 12 june 2001 his three year consultancy agreement with the group ended on 31 october 2004 he remained president
of the supervisory board of tns sofres in france until it was dissolved on 14 january 2005 under the terms of his contract he remains entitled to receive
benefits of £110000 per year
1 andy boland elected to receive £40000 of the amount disclosed as bonus above in the form of contributions to his pension
2 tony cowling elected to sacrifice £237800 of the salary and 100 of the bonus shown above into pension during the year he retired from the board on 
12 january 2006
3 mike kirkham elected to receive 100 of the amount disclosed as bonus above in the form of contributions to his pension
4 william lipner was appointed to the board on 17 july 2003 and left the company on 31 march 2004 in accordance with the terms of the service agreement he
held with nfo he was entitled to receive substantial payments on leaving the group and these were disclosed in full in the 2004 remuneration report
5 alice perkins was appointed to the board on 2 march 2005 however due to her continuing employment with the civil service payment to her did not
commence until 1 october 2005 when her employment with the civil service had ended the sixth sense of business
™
49
directors’ interests in share options
1 jan 31 dec option market price 
plan 2005 granted exercised 2005 price on grant exercise period
andy boland esp 15037 – – 15037 1995p 1955p 31 mar 2007 – 30 mar 2014
esp 184963 – – 184963 1995p 1955p 31 mar 2007 – 30 mar 2011
2005 ltip – 261000 – 261000 nil 20175p 14 oct 2008
tony cowling esp 80000 – – 80000 2035p 205p 30 jun 2004 – 30 jun 2008
note 1 1993 ltip 568182 – 568182 – 95p 14175p 30 jun 2001 – 10 jun 2005
note 23 1993 ltip 116000 – 116000 – nil 177p 12 apr 2004 – 1 jul 2009
wesp 10829 – – 10829 91p 1445p 1 jul 2008 – 31 dec 2008
mike kirkham esp 200000 – – 200000 2035p 205p 30 jun 2004 – 30 jun 2008
esp 15000 – – 15000 184p 177p 31 jul 2005 – 31 jul 2012
esp 285000 – – 285000 184p 177p 31 jul 2005 – 31 jul 2009
esp 2352 – – 2352 102p 102p 4 apr 2006 – 3 apr 2013
esp 147648 – – 147648 102p 102p 4 apr 2006 – 3 apr 2010
esp 100000 – – 100000 22375p 222p 28 sep 2007 – 27 sep 2011
epp 48865 – – 48865 nil 1975p 14 apr 2007 – 13 apr 2014 
note 4 epp – 43263 – 43263 nil 23075p 7 apr 2008 – 6 apr 2015 
wesp 1808 – – 1808 183p 236p 1 jul 2007 – 31 dec 2007
wesp 1848 – – 1848 204p 198p 1 jul 2007 – 31 dec 2007
david lowden esp 15000 – – 15000 184p 177p 31 jul 2005 – 31 jul 2012
esp 185000 – – 185000 184p 177p 31 jul 2005 – 31 jul 2009
esp 2352 – – 2352 102p 102p 4 apr 2006 – 3 apr 2013
esp 197648 – – 197648 102p 102p 4 apr 2006 – 3 apr 2010
esp 150000 – – 150000 2035p 205p 30 jun 2004 – 30 jun 2008
esp 200000 – – 200000 22375p 222p 28 sep 2007 – 27 sep 2011
1993 ltip 180000 – – 180000 nil 1955p 31 mar 2009 – 30 mar 2011
note 2 1993 ltip 325000 – 325000 – 75p 1475p 30 may 2002 – 29 may 2006
2005 ltip – 351000 – 351000 nil 20175p 14 oct 2008
epp 39402 – – 39402 nil 1895p 30 sep 2006 – 29 sep 2013
wesp 5981 – – 5981 164p 198p 1 jul 2009 – 31 dec 2009
total 3077915 655263 1009182 2723996
notes
1 the market value of the shares on the date of exercise was 2137p
2 the market value of the shares on the date of exercise was 202p
3 options over 116000 shares were granted for nil consideration to tony cowling under the ltip  no performance conditions were attached to this award as
it represented the final element of compensation payable to him for the change in his role in june 2001
4 the options granted to mike kirkham in 2005 under the epp will lapse when he leaves the group
5 options granted under the 2005 ltip are subject to the following performance conditions 75 of the total number of shares granted will be subject to a
condition measuring the group’s adjusted eps and the remaining 25 of shares granted will be subject to a condition measuring the group’s tsr against
the tsr of a comparator group of companies
6 options granted under the esp are subject to the following performance conditions for 50 per cent of the award to vest the real compound annual growth
of the group’s adjusted eps before goodwill charges over three consecutive financial years must exceed at least 4 the options are only exercisable in
full if the rate so calculated is 8 should the exercise conditions not be met retesting may occur annually for up to two years from the original fixed
base year for awards prior to september 2004 only one retest is permissible for september 2004 awards
7 options granted under the 1993 ltip are subject to the following performance conditions for 2000 and 2001 the real compound annual growth of the
group’s adjusted eps before goodwill charges over three consecutive financial years must exceed at least 6 in most cases the options are only
exercisable in full if the rate so calculated is 12 should the exercise conditions not be met retesting may occur on a rolling threeyear basis throughout
the life of the plan for all other awards excluding point 3 above the conditions outlined under note 6 above apply
8 the closing market price of the ordinary shares at 31 december 2005 was 22475p and the range during the year was 190p to 247p
by order of the board 
ian portal
company secretary
6 march 2006 tns annual report 2005 50
independent auditors’ report
to the shareholders of taylor nelson sofres plc
we have audited the group and parent company financial
statements the ‘financial statements’ of taylor nelson sofres
plc on pages 51 to 94 for the year ended 31 december 2005
these financial statements have been prepared under the
accounting policies set out therein we have also audited the
information in the directors’ remuneration report that is
described as having been audited
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual
report the directors’ remuneration report and the financial
statements in accordance with applicable law and
international financial reporting standards ifrss as
adopted by the european union are set out in the statement
of directors’ responsibilities
our responsibility is to audit the financial statements and the
part of the directors’ remuneration report to be audited in
accordance with relevant legal and regulatory requirements
and international standards on auditing uk and ireland
this report including the opinion has been prepared for and
only for the company’s members as a body in accordance with
section 235 of the companies act 1985 and for no other
purpose we do not in giving this opinion accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration
report to be audited have been properly prepared in
accordance with the companies act 1985 and article 4 of the
ias regulation we also report to you if in our opinion the
directors’ report is not consistent with the financial
statements if the company has not kept proper accounting
records if we have not received all the information and
explanations we require for our audit or if information
specified by law regarding directors’ remuneration and other
transactions is not disclosed
we review whether the corporate governance statement
reflects the company’s compliance with the nine provisions of
the 2003 frc combined code specified for our review by the
listing rules of the financial services authority and we
report if it does not we are not required to consider whether
the board’s statements on internal control cover all risks and
controls or form an opinion on the effectiveness of the
group’s corporate governance procedures or its risk and
control procedures
we read other information contained in the annual report
and consider whether it is consistent with the audited
financial statements the other information comprises only
pages 1 to 49 and pages 95 to 96 we consider the implications
for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial
statements our responsibilities do not extend to any other
information
basis of audit opinion
we conducted our audit in accordance with international
standards on auditing uk and ireland issued by the
auditing practices board an audit includes examination on a
test basis of evidence relevant to the amounts and disclosures
in the financial statements and the part of the directors’
remuneration report to be audited it also includes an
assessment of the significant estimates and judgments made
by the directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the
group’s and company’s circumstances consistently applied
and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements and the part
of the directors’ remuneration report to be audited are free
from material misstatement whether caused by fraud or
other irregularity or error in forming our opinion we also
evaluated the overall adequacy of the presentation of
information in the financial statements and the part of the
directors’ remuneration report to be audited
opinion
in our opinion
• the group financial statements give a true and fair view in
accordance with ifrss as adopted by the european union
of the state of the group’s affairs as at 31 december 2005
and of its profit and cash flows for the year then ended
• the parent company financial statements give a true and fair
view in accordance with ifrss as adopted by the european
union as applied in accordance with the provisions of the
companies act 1985 of the state of the parent company’s
affairs as at 31 december 2005 and cash flows for the year
then ended and 
• the financial statements and the part of the directors’
remuneration report to be audited have been properly
prepared in accordance with the companies act 1985 and
article 4 of the ias regulation
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
6 march 2006 the sixth sense of business
™
51
consolidated income statement
for the year ended 31 december
2005 2004
notes £m £m 
revenue 2 9990 9453
cost of sales 3365 3225
gross profit 6625 6228 
administrative expenses 5627 5317
operating profit before exceptional items 1126 1028
integration costs 3 – 98
goodwill impairment 10 103 35
amortisation of additional intangibles identified on acquisitions 3 09 06
pension curtailment credit 23 29 48
share based payments 24 45 26
operating profit 2 998 911
finance income 5 10 08
finance costs before exceptional items 5 162 200
exceptional finance costs 5 – 36
finance costs 162 236
share of post tax profit of associates 14 04 10 
profit before taxation 850 693
taxation – excluding deferred tax on goodwill 301 204
taxation – deferred tax on goodwill 6 01 32
taxation 6 302 236
profit for the year 548 457
attributable to
equity holders of the parent company 521 436
minority interests 27 21
548 457
basic earnings per share 9 118p 100p
diluted earnings per share 9 116p 98p
dividends paid in the year were £160m 2004 £137m and the final proposed dividend is £122m 2004 £106m tns annual report 2005 52
balance sheets
at 31 december
group company
2005 2004 2005 2004
notes £m £m £m £m
assets
noncurrent assets
goodwill 10 3936 3828 – –
intangible assets 11 166 178 – –
plant property and equipment 12 731 725 – –
investments in associates 14 25 13 – –
investment in subsidiaries 14 – – 6960 6704 
available for sale investments 15 04 06 – –
deferred tax assets 6 296 292 – –
5158 5042 6960 6704
current assets
inventories 16 591 753 – –
trade and other receivables 17 2601 2504 272 165
current tax receivable 6 25 99 – –
available for sale investments 15 08 07 – –
cash 18 458 633 08 328 
total current assets 3683 3996 280 493 
total assets 8841 9038 7240 7197 
liabilities
current liabilities
borrowings 19 05 32 348 –
trade and other payables 20 2987 3130 249 36
current tax payable 6 270 306 04 –
provisions 21 117 55 – –
total current liabilities 3379 3523 601 36
net current assetsliabilities 304 473 321 457 
noncurrent liabilities
borrowings 19 3407 3889 3405 3882
trade and other payables 20 23 30 1477 1486
deferred tax liabilities 6 270 254 – –
retirement benefit obligations 23 153 124 – –
provisions 21 130 170 – –
total noncurrent liabilities 3983 4467 4882 5368
total liabilities 7362 7990 5483 5404
total net assets 1479 1048 1757 1793
equity
issued share capital 26 224 223 224 223
share premium 27 1267 1238 1267 1238 
shares to be issued 27 – 42 – 42 
other reserves 27 18 15 16 16
retained earnings 27 130 561 250 274
total shareholders equity 1379 957 1757 1793
minority interests in equity 27 100 91 – –
total equity 1479 1048 1757 1793 
the financial statements on pages 51 to 94 were approved by the board on 6 march 2006 and were signed on its behalf by
andy boland finance director the sixth sense of business
™
53
cash flow statements
for the year ended 31 december
group company
2005 2004 2005 2004
notes £m £m £m £m
cash flows from operating activities 
cash generated from operations 29 1284 1134 179 37 
income tax paidreceived 242 202 04 06
net cash generated from operating activities 1042 932 183 31 
cash flows from investing activities
acquisition of subsidiaries net of cash acquired 29 57 110 1871 79
sale of subsidiaries net of cash disposed 07 01 – –
sale of associates – 74 – – 
proceeds from sale of property plant and equipment 26 22 – – 
purchase of property plant and equipment 200 223 – –
purchase of intangible assets 33 57 – – 
purchase of associates and investments 08 – – – 
interest received 10 07 57 90
dividends received – 05 65 135 
net cash used in investing activities 255 281 1749 146 
cash flows from financing activities
net proceeds from issue of ordinary share capital 25 32 25 32 
dividends paid to company’s shareholders 160 137 160 137
dividends paid to minority interests 17 14 – – 
arrangement fee paid on restructuring group finance 14 – 14 –
decreaseincrease in debt 657 16 1177 491
interest paid 139 202 135 249
purchase of company shares – 41 – –
net cash used in financing activities 962 378 893 137 
net decreaseincrease in cash and 
cash equivalents 175 273 673 314 
cash and cash equivalents at beginning of year 633 357 328 16 
exchange gainloss on cash and cash equivalents – 03 05 02
cash and cash equivalents at end of year 458 633 340 328 
net debt 29 2954 3294 
 net debt is defined as bank borrowings net of arrangement fees and obligations under finance leases less cash tns annual report 2005 54
consolidated statement of recognised income and expense
for the year ended 31 december
group company
2005 2004 2005 2004
notes £m £m £m £m
profit for the year 548 457 130 165
actuarial losses on pensions 23 54 28 – –
tax on actuarial losses on pensions 6 16 02 – –
gain in fair value of financial instruments 27 18 – 18 –
translation differences on foreign currency 
net investments less translation differences 
on foreign currency loans taken out to fund 
those investments 27 60 84 – –
tax on gains on the above item 6 14 20 – –
net gains and losses not recognised in the 
income statement 26 90 18 –
total recognised income and expense 
relating to the year 574 367 148 165
prior year adjustment following adoption 
of ias 32 and ias 39 1 54 – 54 –
total recognised income and expense 
since last annual report 520 367 94 165
attributable to
equity holders of the parent company 493 346 94 165
minority interests 27 21 – –
520 367 94 165 the sixth sense of business
™
55
notes to the ﬁnancial statements
1 accounting policies
basis of preparation
these financial statements have been prepared in accordance with international financial reporting standards ifrs and
international financial reporting interpretations committee ifric interpretations endorsed by the european union eu and with
those parts of the companies act 1985 applicable to companies reporting under ifrs the financial statements have been
prepared under the historical cost convention as modified by the revaluation of available for sale investments financial assets and
liabilities held for trading prior to 2005 the group prepared its financial statements under uk generally accepted accounting
practice uk gaap
first time adoption of ifrs
these financial statements follow the requirements and options in ifrs 1 ‘firsttime adoption of international financial reporting
standards’ as they relate to the 2004 comparatives included therein certain of the requirements and options in ifrs 1 relating to
comparative financial information presented on firsttime adoption result in a different application of accounting policies in the 2004
restated financial information to that which would have applied had the 2004 financial statements been the first financial statements
prepared in accordance with ifrs an explanation of how transition from uk gaap to ifrs has affected the group’s financial
position income statement and cash flows is set out in note 32 
as permitted by ifrs 1 the following key exemptions have been taken in the transition to ifrs business combinations prior to the
transition date have not been restated cumulative actuarial gains and losses of defined benefit or post retirement plans have been
taken directly to equity at the transition date recognition and measurement requirements of ifrs 2 ‘share based payments’ have
only been applied to equity instruments granted after 7 november 2002 that had not vested by 1 january 2005 financial
instruments have continued to be reported in accordance with uk gaap for the 2004 comparative period cumulative translation
differences for all foreign currency operations have been reset to nil as at 1 january 2004
changes in accounting policy
the principal accounting policies adopted in the preparation of these financial statements are set out below these policies have been
consistently applied to all years presented except those relating to the classification and measurement of financial instruments the
group has made use of the exemption available under ifrs 1 to apply the standards related to financial instruments ias 32 ‘financial
instruments disclosure and presentation’ and ias 39 ‘financial instruments recognition and measurement’ only from 
1 january 2005 in addition as at 31 december 2004 the group has not adopted ifrs 5 ‘noncurrent assets held for sale and
discontinued operations’ which is only effective for financial years commencing on or after 1 january 2005
the preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period although these estimates are based on management’s best
knowledge of the amount event or actions actual results may ultimately differ from those estimates in particular management’s
assumptions in performing the annual goodwill impairment review are considered key sources of estimation of uncertainty at the
balance sheet date and are disclosed in note 10
basis of consolidation
the annual group financial statements consolidate the results of taylor nelson sofres plc its subsidiary undertakings and
proportionate share of jointly controlled entities and incorporate the postacquisition results of its share of associates for each
financial year
subsidiaries
subsidiaries are those entities controlled by the group control exists when the group has the power directly or indirectly to govern
the financial and operating policies of an entity so as to obtain benefits from its activities in assessing control potential voting
rights that are presently exercisable or convertible are taken into account the results of all subsidiary undertakings acquired or
disposed of are accounted for under acquisition accounting rules and are included in the income statement from the effective date
of control until the date that control ceases the purchase method of accounting is used to account for the acquisition of
subsidiaries and adjustments are made if necessary to ensure consistency of subsidiaries’ accounting policies with the group 
all intragroup transactions are eliminated as part of the consolidation process
jointly controlled entities
joint ventures are those entities in which the group holds a longterm interest and which are jointly controlled by the group and one
or more venturers under a contractual agreement the consolidated financial statements include the group’s proportionate share of
the entities’ assets liabilities revenue and expenses and cash flows on a line by line basis from the date that joint control
commences until the date that joint control ceases the results of joint ventures are adjusted where necessary to ensure tns annual report 2005 56
consistency with group accounting policies unrealised gains on transactions between the group and its joint ventures are
eliminated to the extent of the group’s interest
associates
associates are those undertakings other than subsidiaries and jointly controlled entities in which the group holds a longterm
participating interest and exerts a significant influence but not control the group’s share of profits or losses of associates after
interest and taxation is included in the group income statement and the group’s share of their net assets together with goodwill
arising on acquisition is included in the group balance sheet the group’s share of losses are recognised up to the carrying value
of the individual associate unless the group has incurred obligations or made payments on behalf of the associate the results of
associates are adjusted where necessary to ensure consistency with group accounting policies unrealised gains on transactions
between the group and its associates are eliminated to the extent of the group’s interest
revenue recognition
revenue consists of the fair value of the sale of products and services net of sales tax rebates and discounts after eliminating
sales within the group revenue and profits on shortterm projects are recognised on the completion of the project once the
product and the significant risks and rewards of ownership have been transferred to the client costs incurred on projects up to
completion are included within workinprogress revenue and profits on longterm or continuous projects are recognised on the
satisfactory completion of each service delivery phase of the project costs incurred on projects are included within workin
progress until completion of each phase amounts invoiced to clients in advance of revenue and profits being recognised are
shown as payments received on account within creditors
segmental reporting
a segment is a distinguishable component of the group that is engaged either in providing products or services within a particular
economic environment geographical segment or providing products or services that are subject to risks and rewards that are
different to other segments business segment
share based payments
the fair value of the employee share option plans is calculated at the date of grant using appropriate models in accordance with
ifrs 2 ‘share based payments’ the difference between the fair value and the exercise price of the share option is charged to the
income statement over the vesting period of the options the value of the charge is adjusted to reflect expected and actual levels
of option vesting
bank facility arrangement fees
bank facility arrangement fees are capitalised and charged to the income statement over the life of the bank facilities
goodwill
goodwill represents the excess of the fair value of the consideration given over the fair value of the group’s share of the identifiable
net assets acquired at the date of acquisition of the subsidiary joint venture or associate goodwill is considered to have an
indefinite life and is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying
value may not be recoverable goodwill is carried at cost less accumulated impairment losses in respect of associates the
carrying amount of the goodwill is included in the carrying amount of the investment in the associate if the fair value of net assets
acquired exceeds the consideration given then the excess is credited to the income statement in the year of acquisition gains and
losses on the disposal of an entity include the carrying value of related goodwill any goodwill previously written off directly to
reserves is not included in the gain or loss on disposal
intangible assets
costs that are directly associated with the production of software for internal use in the business are capitalised as an intangible
asset software that forms an integral part of related hardware is capitalised with the hardware and included within property plant
and equipment acquired intangible assets comprises software licences patents customer lists trademarks and brands intangible
assets are capitalised and amortised on a straight line basis over their expected useful economic lives as follows
patents and licenses 20 years or remaining life if shorter
software and databases and other assets 5 years or remaining life if shorter
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be
recoverable an impairment loss is recognised for the difference between the carrying amount and the recoverable amount and
taken immediately to the income statement the recoverable amount is the higher of the asset’s fair value less cost to sell and its
value in use for the purposes of assessing impairment assets are grouped at the lowest level for which there are separately
identifiable cash flows
property plant and equipment ppe
ppe is stated at original cost including costs directly attributable to acquiring assets or where appropriate fair value when
1 accounting policies continued the sixth sense of business
™
57
acquired less accumulated depreciation and impairment losses where an item of ppe comprises major components having
different useful lives they are accounted for as separate items of ppe assets under construction consists of costs directly
attributable to purchasing and installing ppe ahead of their productive use external and internal costs are capitalised to the extent
that they enhance future economic benefits accruing to the group internal costs are only capitalised if they are also incremental to
the group provisions are made and charged to the income statement where the value of assets has been impaired in relation to
their valueinuse to the business and charged to the income statement
depreciation is calculated to write off the cost less the estimated residual value of each asset on a straightline basis over its
expected useful life as follows
freehold land no depreciation
freehold buildings 33 years
short leasehold land and buildings term of lease
equipment 3–10 years
no depreciation is charged on assets under construction until they are brought into use by the business
finance and operating leases
leases in which the group assumes substantially all the risks and rewards of ownership are classified as finance leases assets
held under finance leases and hire purchase contracts are capitalised and depreciated over their useful lives or the term of the
lease if shorter the corresponding liability to the lessor is included in the balance sheet as a finance lease obligation lease
payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of
interest on the remaining liability rentals under operating leases are charged directly to the income statement on a straight line
basis over the lease term
inventories – workinprogress
inventories are stated at the lower of cost and net realisable value cost includes direct costs incurred on incomplete client projects
and an appropriate element of attributable overheads
pension arrangements
the group operates a number of contributory pension plans the majority of employees participate in defined contribution plans
that are set up through insurance companies contributions are also made to personal pension plans at equivalent rates payments
in respect of such current service contributions are charged to the income statement as they fall due 
the group also operates a number of defined benefit pension plans which are accounted for under ias 19 ‘employment benefits’
obligations under defined benefit plans are measured at discounted present value by actuaries while plan assets are recorded at
fair value the operating and financing costs of such plans are recognised separately in the income statement service costs are
recorded in operating costs and are spread over the working lives of employees financing costs are recorded in finance costs and
recognised in the years in which they arise actuarial gains and losses are taken directly to reserves in the year in which they arise
the group having taken this option under an amendment to ias 19 which the group has adopted early
employee share ownership plans
shares in taylor nelson sofres plc held by the employee share ownership plan esop and the employee benefit trust ebt are
included within equity at cost less provisions for any permanent diminution in value net operating income from the plans is
included under finance income in the group’s consolidated income statement costs of administration are included in the
consolidated income statement as they accrue profits arising on the disposal of shares held by the ebt as a result of the exercise
of options are taken to reserves
taxation
the charge for taxation is based on the profit for the year as adjusted for items that are not taxable or not deductible and takes into
account taxation deferred because of temporary differences between the treatment of certain items for taxation and accounting
purposes full provision is made for the tax effects of these differences taxation is charged to the income statement except to the
extent that it relates to items recognised directly in equity in which case the taxation is also recognised in equity tax deferred or
accelerated by the effect of temporary differences is accounted for to the extent that a transaction or event that has occurred at the
balance sheet date gives rise to an obligation to pay more tax or a right to pay less tax in the future deferred tax assets are
recognised to the extent that based on available evidence it is probable that suitable taxable profits will arise from which the
reversal of the asset can be deducted
dividends
final dividends are recognised as a liability in the year in which they are approved by the company in general meeting interim
dividends are recognised when paid
cash and cash equivalents
cash and cash equivalents comprises cash in hand bank deposits available on demand and other shortterm highly liquid tns annual report 2005 58
1 accounting policies continued
investments with original maturities of three months or less bank overdrafts that are repayable on demand and form an integral
part of the group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement
of cash flows and are shown within borrowings under current liabilities on the balance sheet
trade receivables
trade receivables are stated at their nominal value reduced by estimated irrecoverable amounts provision for impairment is
recognised where there is evidence that the full amount of the trade receivable is not collectible and is charged to the income
statement
provisions
a provision is recognised in the balance sheet when the group has a legal or constructive obligation as a result of a past event and
it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably
estimated provisions are discounted where the effect is material
financial instruments
the accounting policies adopted in respect of financial instruments in years up to and including 31 december 2004 are set out in
the 2004 annual report except that to provide comparability financial assets and liabilities have been reclassified according to ifrs
categories as set out below up to 31 december 2004 in accordance with the uk gaap financial assets are held at the lower of
cost and net realisable value debt instruments are stated at the amount of the net proceeds adjusted to amortise any discount
over the term of the debt
financial assets
under ifrs financial assets are classified as either financial assets held at fair value through the income statement loans and
receivables heldtomaturity investments or available for sale financial assets see below the classification depends on the
purpose for which the investments are acquired management determines the classification of its investments at initial recognition
and reevaluates this at each reporting date
financial assets held for trading and those designated as held at fair value by management at inception are measured at fair value
through the income statement
loans and receivables that are not derivative financial assets with fixed or determinable payments and that are not quoted in
active markets are carried at amortised cost using the effective interest method with changes in carrying value recognised in the
income statement loans and receivables excludes items that the group intends to sell immediately or in the short term which are
classified as held for trading and those for which the group may not recover substantially all of its initial investment other than
because of credit deterioration which are classified as available for sale
financial assets are classified as held to maturity if the group has positive intent and ability from inception to hold the securities to
their maturity date these financial assets have fixed or determinable payments and a fixed maturity held to maturity financial
assets are reported at amortised cost using the effective interest method with changes in carrying value recognised in the income
statement
financial assets classified as available for sale are either specifically designated in this category or not classified in any of the other
categories available for sale assets are carried at fair value with unrealised gains and losses except for changes in exchange
rates for monetary items interest and impairment losses recognised in equity until the financial asset is derecognised at which
time the cumulative gain or loss previously recognised in equity is taken to the income statement
financial liabilities
financial liabilities are stated at fair value adjusted for transaction costs attributable to the issue of those financial liabilities
financial liabilities are subsequently measured at amortised cost using the effective interest method and if included in a fair value
hedge relationship are revalued to reflect the fair value movements on the effective portion of the hedged risk associated with the
financial liability the effect of the currency element of currency swaps acting as hedges against debt is reported separately in
current and noncurrent assets and liabilities
derivative financial instruments
the group uses derivative financial instruments mainly to reduce exposure to foreign exchange risks and interest rate movements
the group does not hold or issue derivative financial instruments for financial trading purposes however derivatives that do not
qualify for hedge accounting are accounted for as trading instruments
derivative financial instruments are recognised at fair value subsequent to initial recognition for derivative financial instruments
classified as held for trading gains and losses on remeasurement to fair value are recognised immediately in the income
statement where derivatives qualify for hedge accounting recognition of any resultant gain or loss depends on the nature of the
hedge see hedge accounting policies below derivative financial instruments are classified as current assets or current liabilities the sixth sense of business
™
59
where they are held for trading or have a maturity within twelve months where derivative financial instruments have a maturity
greater than twelve months and are designated as in a hedge relationship they are classified within either noncurrent assets or
noncurrent liabilities consistent with the maturity profile of the underlying hedged items
the fair value of swaps is the estimated amount that the group would receive or pay to terminate the swap at the balance sheet
date taking into account current interest and foreign exchange rates the fair value of forward exchange contracts is their quoted
market price at the balance sheet date being the present value of the quoted forward price derivatives embedded within assets
and liabilities which are not closely related to the underlying item are measured at fair value and accounted for separately
when a hedging instrument expires or is sold terminated or exercised or the entity revokes the designation of the hedge
relationship but the hedged financial asset or liability remains or forecast transaction is still expected to occur the cumulative gain
or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs if the
hedged transaction is no longer expected to take place or the underlying hedged financial asset or liability no longer exists then
the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement
cash flow hedge accounting
when a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability 
or a highly probably transaction the effective part of any gain or loss on the derivative instrument is recognised directly in equity
the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same year or years
during which the hedged forecast transaction affects the income statement the ineffective part of any gain or loss is recognised
immediately in the income statement in line with the treatment of the underlying hedged transaction
when the forecast transaction subsequently results in the recognition of a nonfinancial asset or nonfinancial liability or the
forecast transaction for a nonfinancial asset or nonfinancial liability the associated cumulative gain or loss is removed from equity
and included in the initial cost or carrying amount of the nonfinancial asset or liability if a hedge of a forecast transaction
subsequently results in the recognition of a financial asset or a financial liability then the associated gains and losses that were
recognised directly in equity are reclassified into the income statement in the same year or years during which the asset acquired
or liability assumed affects the income statement
fair value hedge accounting
when a derivative instrument is designated as a hedge of the variability in fair value of a recognised asset or liability or a highly
probably transaction the change in fair value of the derivatives that are designated as fair value hedges are recorded in the income
statement together with any changes in fair value of the hedged assets or liability that is attributable to the hedged risk
hedge of net investment in foreign operation
exchange differences arising from the retranslation of the net investment in foreign entities and of borrowings and other currency
instruments designated as hedges of such investment are taken to shareholders’ equity on consolidation to the extent the hedges
are deemed effective all other exchange gains or losses are dealt with through the income statement and are included within the
group’s operating profit
foreign currency translation
amounts included in the financial statements of each of the group’s entities are measured using the currency of the primary
economic environment in which the entity operates the functional currency
transactions in foreign currencies are translated into the functional currency using the exchange rate prevailing at the date of
transaction foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement
except when deferred in equity as qualifying cash flow or investment hedges 
translation differences on nonmonetary items such as availableforsale investments are included in equity
the results and financial position of all group companies that have a functional currency other than sterling are translated as follows
• assets and liabilities are translated at the rate prevailing at the balance sheet date
• income and expenses are translated at average exchange rates
• all resulting differences are recognised as a separate component of equity
on consolidation exchange differences arising from the translation of the net investment in foreign entities and of borrowings and
other currency instruments designated as hedges of such investments are taken to equity when a foreign operation is sold these
exchange differences are recognised in the income statement as part of the gain or loss on sale
goodwill and fair value adjustments on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity
and are translated at the closing rate tns annual report 2005 60
2 segmental reporting
primary reporting format – geographic segments
europe americas asia pacific total
£m £m £m £m
year ended 31 december 2005
revenue 6608 2387 995 9990 
segment operating result before exceptional items 752 246 128 1126 
goodwill impairment 03 100 – 103
amortisation of additional intangibles 06 01 02 09
pension curtailment credit 16 13 – 29 
share based payments 32 09 04 45
total exceptional items 25 97 06 128
segment operating result 727 149 122 998 
segment assets and liabilities
segment assets 5119 2827 895 8841 
segment liabilities 6347 664 351 7362
other segment items
capital expenditure 163 40 30 233
depreciation 136 39 21 196
amortisation of intangibles 32 19 07 58
year ended 31 december 2004
revenue 6178 2414 861 9453 
segment operating result before exceptional items 635 292 101 1028 
integration costs 52 42 04 98
goodwill impairment – 35 – 35
amortisation of additional intangibles 05 – 01 06
pension curtailment credit 05 43 – 48 
share based payments 19 05 02 26
total exceptional items 71 39 07 117
segment operating result 564 253 94 911 
segment assets and liabilities
segment assets 5327 2940 771 9038 
segment liabilities 6672 1045 273 7990
other segment items
capital expenditure 170 75 16 261
depreciation 132 38 14 184
amortisation of intangibles 48 12 02 62
there are immaterial sales between the geographical segments the sixth sense of business
™
61
2 segmental reporting continued
secondary reporting format – business segments
the group has five business segments which operate in the three main geographical areas
revenue segment assets capital expenditure
2005 2004 2005 2004 2005 2004
consumer 3346 3300 159 134 02 03
media 1918 1764 1976 1556 44 37
business services 1318 1330 – – – –
technology 1110 1049 126 129 01 01
healthcare 874 807 493 373 04 02
unallocated and nonsegment items 1424 1203 6087 6846 182 218
9990 9453 8841 9038 233 261
unallocated amounts represent corporate and shared assets which are not managed on a business segment basis 
3 operating profit
2005 2004
£m £m
the following items have been included in arriving at operating profit
depreciation of property plant and equipment
owned fixed assets 196 174
leased fixed assets – 10
impairment of goodwill 103 35
impairment of trade receivables 07 09
amortisation of intangible assets in administrative expenses 58 62
profitloss on disposal of property plant and equipment 12 04
operating lease rentals payable
equipment 20 13
property 314 289
property rents receivable 18 19
net foreign exchange difference 07 02
exceptional items
items are highlighted as exceptional in the income statement when separate disclosure is considered helpful in understanding the
underlying performance of the business
amortisation of intangible assets identified separately from goodwill for the first time under ifrs of £09m 2004 £06m has been
charged to operating profit in 2004 administrative costs included exceptional integration costs of £98m which were incurred in
relation to the integration of nfo a 2003 acquisition the costs arose from the merger of businesses around the group and
included staff severance costs vacant property provisions and other charges tns annual report 2005 62
3 operating profit continued
2005 2004
auditors’ remuneration £m £m
audit services 
statutory audit including overseas subsidiaries 17 16
further assurance services 01 02
18 18
tax services
compliance services 01 05
advisory services 03 05
04 10
22 28
auditors’ remuneration for audit services includes £15000 2004 £14000 in respect of the company nonaudit fees for due
diligence services capitalised in the year were £nil 2004 £05m 
4 employee information
average number of employees including directors 2005 2004
marketing 5231 5062 
production services 6563 6426 
administration 1786 1720
13580 13208
staff costs including directors £m £m 
wages and salaries 3148 2976
social security costs 509 478
pension costs – defined contribution plans 65 64
pension costs – defined benefit plans 22 26 
3744 3544
the company has no employees 2004 nil 
5 finance income and costs
2005 2004
£m £m 
finance income 10 08 
interest payable on bank loans and overdrafts 159 194
net pension finance cost 03 05
notional interest relating to deferred consideration – 01
finance costs before exceptional items 162 200
exceptional finance costs – 36
the exceptional finance costs in the year to 31 december 2004 represent accelerated amortisation of previously capitalised
arrangement fees following the group’s decision to refinance its borrowing in early 2005 replacing the acquisitionbased facilities
put in place at the time of the nfo acquisition the sixth sense of business
™
63
6 taxation
2005 2004
analysis of the tax charge for the year £m £m 
current tax 
current year 238 264
under provided in prior years 02 02 
240 266
deferred tax
origination and reversal of temporary differences 62 30
total income tax charge for the year 302 236 
income tax of £16m 2004 £02m has been credited to equity during the year in respect of actuarial losses on net pension
liabilities income tax of £32m 2004 £20m has been charged to equity in respect of foreign exchange gains offset by a release of
deferred tax of £18m 2004 £nil for the utilisation of brought forward tax losses
the total income tax charge varied from the charge expected from applying the standard rate of corporation tax in the uk of 30
2004 30 to the profit for the year due to the following factors
2005 2004
factors affecting the tax charge for the year £m £m
profit before tax 850 693
profit before tax at standard rate of corporation tax in the uk of 30 2004 30 255 208
effects of
non deductible impairment and other items 38 28
utilisation of losses – 01
higher rates of overseas taxation 34 37
adjustments to previous years 25 36
total income tax charge for the year 302 236
in certain countries tax amortisation on goodwill is available deferred tax of £01m 2004 £32m has been charged to the income
statement for the deferred tax movement arising from the change between the accounting basis and tax basis of tax deductible
goodwill in the year
factors which may affect future tax charges
the group’s deferred tax assets of £296m 2004 £292m relate to net operating losses and timing differences the group expects
to use these losses in the foreseeable future there are no unprovided deferred tax liabilities in the company or group deferred tax
assets of £15m 2004 £10m in respect of tax losses carried forward have not been recognised due to insufficient certainty over
their recoverability there are no other factors expected to affect the group’s tax rate going forward
group company
2005 2004 2005 2004
current tax balances £m £m £m £m
current tax receivables 25 99 – –
current tax payables 270 306 04 – tns annual report 2005 64
6 taxation continued
deferred tax balances
deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 30 2004 30 deferred
tax assets and liabilities are attributable to the following
assets liabilities net
2005 2004 2005 2004 2005 2004
£m £m £m £m £m £m
capital allowances 35 24 40 22 05 02
tax losses carried forward 48 72 – – 48 72 
pension and other employment liabilities 34 29 10 – 24 29
provision for potential capital gains tax liabilities – – 07 07 07 07
profit taxed in other years 41 29 12 34 29 05
goodwill and other amortisation – – 185 157 185 157
accrued expenses 68 58 02 01 66 57 
share based payments 16 08 – – 16 08
other 54 72 14 33 40 39 
296 292 270 254 26 38 
no deferred tax is recognised on unremitted earnings of overseas subsidiaries associates and joint ventures as the earnings are
continually reinvested by the group no tax is expected to be payable on them in the foreseeable future if the earnings were
remitted tax of £27m 2004 £17m would be payable deferred tax assets and liabilities are only offset where there is a legally
enforceable right of offset and there is an intention to settle the balances net
the deferred tax asset due after more than one year is £213m 2004 £196m the deferred tax liability due after more than one
year is £258m 2004 £176m
the movement on the net deferred tax asset is as shown below
assets liabilities net
2005 2004 2005 2004 2005 2004
£m £m £m £m £m £m
at 1 january 292 243 254 221 38 22
income statement creditcharge 10 46 72 16 62 30
exchange differences 04 07 – – 04 07
other 10 04 56 17 46 21
at 31 december 296 292 270 254 26 38 
7 profit for the year
as permitted under section 230 of the companies act 1985 the parent company’s income statement has not been included in these
financial statements the profit for the year was £130m 2004 £165m the sixth sense of business
™
65
8 dividends
2005 2004
£m £m 
final 2004 dividend of 24p per share 2003 205p approved in subsequent year 106 89
interim 2005 dividend of 125p per share 2004 11p paid in the year 54 48
160 137
final 2005 dividend of 275p per share proposed for approval and recognition in 2006 122 106
the trustee of the esop see note 25 has waived its right to all but 0001p per share of the dividends due on the 02 million 
shares it holds at 31 december 2005 until further notice the amount waived in respect of the 2005 interim dividend was £3000
2004 £8000 and the maximum to be waived in respect of the 2005 final dividend on shares currently held by the esop is £6000
2004 £16000 the trustees of the ebt see note 25 have also waived their right to all but 0001p per share of the dividends due
on the 47 million shares the ebt holds at 31 december 2005 until further notice the amount waived in respect of the 2005 interim
dividend was £59000 2004 £79000 and the maximum to be waived in respect of the 2005 final dividend on shares currently held
by the ebt is £129000 2004 £148000
the final proposed dividend does not include a dividend on shares issued on the exercise of employee share options and allotment
of new shares since 31 december 2005 or on other options which may be exercised prior to 26 may 2006 the record date 
9 earnings per share
basic earnings per share of 118p 2004 100p have been calculated on the profit for the year attributable to equity holders of the
parent company of £521m 2004 £436m and on 4416 million shares 2004 4376 million being the weighted average number of
shares in issue during the year excluding those held in the esop and the ebt which are treated as cancelled
the diluted earnings per share have been calculated in accordance with the provisions of ias 33 ‘earnings per share’ with the
weighted average number of shares in issue being adjusted to assume conversion of all dilutive potential shares for the period they
were outstanding shares held by the esop and the ebt which are under performancebased options are included in the diluted
weighted average number of shares as the performance conditions are deemed to have been met for the purposes of this
calculation
the weighted average number of ordinary shares in issue during the year for the purpose of these calculations is as follows
2005 2004
millions millions
share capital 4474 4451 
shares held by esop 04 11
shares held by ebt 54 64
basic earnings per share denominator 4416 4376
dilutive effect of share options 83 99 
diluted earnings per share denominator 4499 4475  tns annual report 2005 66
9 earnings per share continued
an adjusted earnings per share using an adjusted profit for the year attributable to equity holders of the parent company is also
presented as the directors believe that this assists in understanding the underlying performance of the group the adjusted
earnings per share is based on the profit as adjusted for the items shown below
2005 2004
£m £m 
profit for the year attributable to equity holders of the parent company 521 436 
adjusted for exceptional items
integration costs – 98
goodwill impairment 103 35
amortisation of additional intangibles identified on acquisitions 09 06
pension curtailment credit 29 48
share based payments 45 26
exceptional finance charge – 36 
128 153 
tax on exceptional items – 64
deferred tax on goodwill 01 32
129 121
adjusted profit for the year attributable to equity holders of the parent company 650 557
adjusted earnings per share 147p 127p
profit used for weighted average 
eps purposes number of shares earnings per share
2005 2004 2005 2004 2005 2004
£m £m millions millions pence pence
basic 521 436 4416 4376 118 100
diluted 521 436 4499 4475 116 98
adjusted 650 557 4416 4376 147 127
10 goodwill
2005 2004
group £m £m 
cost
at 1 january 3863 3817
additions 58 189
disposals – 05
exchange adjustments 153 138
at 31 december 4074 3863
aggregate impairment
at 1 january 35 –
impairment for the year 103 35
at 31 december 138 35
net book amount at 31 december 3936 3828
goodwill is allocated to cashgenerating units cgus identified according to country of operation and business segment during
the year the carrying value of goodwill was tested for impairment against its value in use based on discounted cash flow
projections cash flows were projected to 2008 using budgets approved by management and then extrapolated using an annual
growth rate of 5 until 2010 the following regional assumptions were used the discount rates being based on the group’s
weighted average cost of capital adjusted by marketbased regional risk premiums  the sixth sense of business
™
67
10 goodwill continued
pre tax 
tax rate discount rate book value
  £m 
germany 400 153 797
rest of europe 330 137 1183 
americas 400 150 1609
other –– 347 
3936 
as a result of the review goodwill allocated to tes a media intelligence business in the us was written down by £100m to
£74m this impairment arose as the result of structural changes in cinema market research and a resulting reduction in trading
volume the pretax discount rate of 150 used in this impairment calculation was also used in the prior year estimate of value 
in use
had the discount rate tax rate or growth rate assumptions been varied within a range considered reasonably possible by
management no additional impairments would have arisen except that tes goodwill would have been further impaired the projected
cash flows used in the tes impairment calculation are management’s best estimates but are dependent on uncertain future events
11 intangible assets
patents and software  assets under
licences databasesconstruction other total
£m £m £m £m £m 
cost
at 1 january 2004 47 180 15 17 259
additions at cost – 32 25 02 59
acquisitions – 33 – 19 52
disposals – 23 – 10 33
reclassifications 03 10 10 03 –
exchange adjustments – 05 – – 05
at 31 december 2004 50 227 30 25 332 
additions at cost 03 24 – 06 33 
acquisitions note 13 – – – 07 07
disposals 06 19 – 01 26
reclassifications – 30 30 – –
exchange adjustments – 14 – 01 15
at 31 december 2005 47 276 – 38 361
amortisation
at 1 january 2004 22 90 – 12 124
charge for year 04 52 – 06 62
disposals – 19 – 09 28 
exchange adjustments – 04 – – 04 
at 31 december 2004 26 119 – 09 154
charge for year 04 45 – 09 58
disposals 05 18 – – 23
exchange adjustments – 06 – – 06
at 31 december 2005 25 152 – 18 195
net book value at 31 december 2005 22 124 – 20 166 
net book value at 31 december 2004 24 108 30 16 178
all amortisation charges have been charged to administration expenses the company has no intangible fixed assets 2004 £nil tns annual report 2005 68
12 property plant and equipment
short 
leasehold
freehold freehold land and 
land buildings  buildings equipment total
£m £m £m £m £m 
cost
at 1 january 2004 25 273 102 1125 1525 
additions at cost – – 07 195 202
acquisitions – – – 05 05 
disposals – – 10 166 176
reclassifications – 30 30 – –
exchange adjustments – 05 02 19 26
at 31 december 2004 25 298 67 1140 1530 
additions at cost – – 02 198 200
acquisitions note 13 – – 01 04 05
disposals – – – 154 154
reclassifications – – 05 05 –
exchange adjustments 01 02 04 36 43 
at 31 december 2005 26 300 69 1229 1624
depreciation
at 1 january 2004 – 79 10 703 792
charge for year – 11 10 163 184
disposals – – 05 148 153
exchange adjustments – 01 01 16 18
at 31 december 2004 – 89 14 702 805
charge for year – 12 06 178 196
disposals – – – 143 143
reclassifications – – 05 05 –
exchange adjustments – – 02 33 35
at 31 december 2005 – 101 17 775 893
net book value at 31 december 2005 26 199 52 454 731 
net book value at 31 december 2004 25 209 53 438 725
the company has no property plant or equipment 2004 £nil
13 acquisitions
on 1 march 2005 the group acquired a 51 share of interscience informacao e technologia aplicada ltda interscience a well
established brazilian custom research business the group also acquired the business of presse plus a french media intelligence
business on 25 may 2005 a further 8 of the group’s subsidiary in the czech republic aisa was purchased on 31 march 2005
the acquisitions contributed revenues of £64m and operating profit of £14m to the group in the year to 31 december 2005 
if the acquisitions had occurred on 1 january 2005 group revenue would have been £10015m and operating profit would have
been £998m
as part of the acquisition of interscience the group has entered into put and call options to purchase the remaining 49 of the
company the potential amounts payable which are dependent on future performance are estimated to be £22m and will be paid
between 2006 and 2012 the sixth sense of business
™
69
13 acquisitions continued
the assets and liabilities arising from the acquisitions are as follows
carrying provisional 
values pre fair value
acquisition adjustments total
£m £m £m
noncurrent assets
property plant and equipment 05 – 05
intangible assets – 07 07
05 07 12
current assets
inventories 03 – 03
trade and other receivables 05 – 05
cash and cash equivalents 04 – 04
12 – 12
total assets 17 07 24
liabilities
trade and other payables 19 – 19
provisions including reorganisation costs 02 – 02
minority interest 01 – 01
fair value of net assets acquired 03 07 04
goodwill 68 07 61
consideration 65 – 65
consideration satisfied by
cash 57
deferred consideration – contingent 08
65
goodwill arising on the acquisitions represents the value of assembled workforces and synergies available to the group 
all intangible assets acquired with the businesses have been recognised at their respective fair values separately from goodwill
each 2005 acquisition is considered to be a separate cash generating unit for the purpose of future impairment reviews
contingent deferred consideration previously recognised has been released during the year reducing goodwill by £03m
14 fixed asset investments
2005 2004 
group – investments in associates accounted for using the equity method £m £m 
at 1 january 18 76 
acquisitions 09 18 
share of profits 04 10
dividends 01 05
disposals – 74
exchange differences – 07
at 31 december 30 18 
provisions 
at 1 january and 31 december 05 05
net book value at 31 december 25 13 tns annual report 2005 70
14 fixed asset investments continued
the following amounts represent the group’s share of the assets and liabilities and sales and results of its associates and 
joint ventures
associates joint ventures
2005 2004 2005 2004
group £m £m £m £m
assets
non current assets 02 03 47 36 
current assets 17 17 125 87
19 20 172 123 
liabilities
noncurrent liabilities 13 11 01 02
current liabilities 01 04 65 59
14 15 66 61
net assets 05 05 106 62 
income 85 147 228 166
expenses 79 136 189 135
profit before income tax 06 11 39 31
income tax 02 01 06 06
profit after income tax 04 10 33 25 
as at 31 december 2004 and 2005 the joint ventures have no significant contingent liabilities to which the group is exposed and
nor has the group any significant contingent liabilities in relation to its interest in the joint ventures other than the bank guarantees
set out in note 31
the group has not recognised its share of the losses of associate entities amounting to £nil 2004 £nil for the year and 
£03m 2004 £03m cumulatively
longterm 
loans to interests in 
subsidiaries subsidiaries total
company £m £m £m
cost
at 1 january 2004 3681 3020 6701 
additions at cost 169 129 298
disposals – 20 20
exchange adjustments 166 03 169
at 31 december 2004 3684 3126 6810 
additions at cost – 1870 1870 
disposals 1620 40 1660
exchange adjustments – 08 08
at 31 december 2005 2064 4964 7028
provisions against investments
at 1 january 2004 and 31 december 2004 – 106 106
disposals – 38 38 
at 31 december 2005 – 68 68
net book value at 31 december 2005 2064 4896 6960
net book value at 31 december 2004 3684 3020 6704 the sixth sense of business
™
71
14 fixed asset investments continued
details of the principal investments in which the group or company holds more than 20 of the nominal value of any class of share
capital each of which is represented by ordinary shares are set out below each group undertaking operates principally in its
country of incorporation and has been included in the consolidated results the principal activity of all the undertakings listed is the
provision of market information all holdings are indirectly owned unless otherwise stated a full list of subsidiary undertakings
associates and joint ventures will be annexed to the company’s next annual return
ownership
2005 2004
country of incorporation  
subsidiary undertakings
area investigacion sa spain 75 75
cf group inc canada 100 100
cmr us 100 100
tns health gmbh germany 100 100
gallup as denmark 100 100
louis harris france sa france 100 100
migliara kaplan associates inc us 100 100
nipo bv netherlands 100 100
nfo bps us 100 100
nfo infratest ab sweden 100 100
tns infratest gmbh  co germany 100 100
nfo research inc us 100 100
norske gallup institutt as norway 100 100
secodip sa france 100 100
sofres am sa spain 100 100
taylor nelson sofres australia pty ltd australia 100 100
tns infratest spa italy 100 100
tns korea korea 100 100
tns uk ltd directly owned uk 100 100
taylor nelson sofres intersearch corp us 100 100
taylor nelson sofres sa france 100 100
taylor nelson sofres sa spain 100 100
taylor nelson sofres suomi oy mdc group finland 100 100
joint ventures
cvsc sofres media co ltd china 68 68
cvsc tns research co ltd china 46 46
finnpanel finland 50 50
latinpanel south america 33 33
taylor nelson sofres nrc japan 55 55
tns icap greece 51 51
associated companies
gie audiepub france 33 33
marktest portugal 40 40
infoadex spain 24 – tns annual report 2005 72
15 available for sale investments
group company
2005 2004 2005 2004
£m £m £m £m
current available for sale investments 08 07 – –
noncurrent available for sale investments 04 06 – –
current investments represent 100 of the unlisted issued transferable convertible redeemable cumulative preference share capital
of mrm marketing ltd a uk company that carries out direct marketing 
noncurrent investments represent minority shareholdings in a number of unlisted companies
16 inventories – workinprogress
group company
2005 2004 2005 2004
£m £m £m £m
workinprogress 591 753 – –
17 trade and other receivables
group company
2005 2004 2005 2004
£m £m £m £m
trade receivables 2165 2116 – –
less provision for bad debts 54 65 – –
trade receivables – net 2111 2051 – –
amounts owed by related parties 39 47 238 72
dividends receivable from subsidiary undertakings – – 22 83 
other receivables 165 139 12 10
prepayments and accrued income 286 267 – –
2601 2504 272 165
there is no concentration of credit risk with respect to trade receivables as the group has a large number of customers dispersed
internationally
18 cash
group company
2005 2004 2005 2004
£m £m £m £m
cash at bank and in hand 458 633 08 328 the sixth sense of business
™
73
19 borrowings
group company
2005 2004 2005 2004
£m £m £m £m
current 05 32 348 –
noncurrent
between one and two years – 1185 – 1182 
between two and five years 3407 2703 3405 2700
over five years – 01 – –
3407 3889 3405 3882 
borrowings in the company of 343m £199m 2004 331m £173m u170m £117m 2004 u269m £190m and £25m 2004 £25m
have been secured by guarantees issued by certain of the group’s subsidiary undertakings bank loans and overdrafts are stated
net of arrangement fees of £08m 2004 £nil
interest on the group’s committed revolving credit facility of £500m 2004 £460m is payable at the rate of 070 above libor 
in addition the company has uncommitted facilities of £38m 2004 £52m upon which interest is payable at between 020 and
100 above libor
the effective interest rates at the balance sheet dates were as follows
2005 2004
 
bank borrowings 42 42
20 trade and other payables
group company
2005 2004 2005 2004
£m £m £m £m
current
payments received on account 989 1143 – –
trade payables 396 434 – –
amounts owed to related parties 33 16 204 04 
other taxation and social security 332 289 01 01 
other creditors 108 140 28 –
obligations under finance leases – 06 – –
accruals and deferred income 1129 1102 16 31
2987 3130 249 36 
noncurrent
amounts owed to related parties – – 1477 1486 
other creditors 23 30 – –
23 30 1477 1486  tns annual report 2005 74
21 provisions
contingent vacant
deferred property and panel 
consideration onerous leases incentives other total
£m £m £m £m £m
as at 1 january 2005 44 66 78 37 225
charge to income statement – 10 83 54 147
acquisitions 05 02 – – 07
utilised 05 20 78 14 117
released to the income statement – 12 – 08 20
exchange differences – 05 02 02 05
as at 31 december 2005 44 51 85 67 247
provisions have been analysed between current and noncurrent as follows
2005 2004
£m £m
current 117 55 
noncurrent 130 170 
247 225
provisions for contingent deferred consideration have been discounted where the effect is material using discount rates
comparable with bank lending rates available to the group deferred consideration represents amounts that the group is
contractually bound to pay in the future for acquisitions the amounts are determined by future results of the acquired businesses
the provisions are determined with reference to the latest information available and are expected to be paid within one to three
years of the balance sheet date 
vacant property and onerous lease provisions represent the net rental cost to the group of empty leasehold properties and the net
rent in excess of market rents for properties acquired with acquisitions to the end of the relevant lease periods the provisions are
expected to be utilised by 2013
panel incentives represent amounts payable to panellists for their participation in panels research amounts are estimated based on
the value of incentives earned and are expected to be satisfied within one to two years
other provisions consist of liabilities arising as a result of ongoing litigation or claims and other amounts that are not individually
material to the group the amounts are expected to be paid within one to five years no provisions were held by the company as at
31 december 2005 2004 nil
22 financial risk management and financial instruments
the group’s international operations and significant debt financing expose it to a range of financial risks that include changes in
interest rates currency exchange rates and bank solvency credit ratings the group has a risk management policy to manage these
financial risks over the short and medium term to reduce volatility to earnings and shareholders’ funds and to aid future planning
by seeking to limit the impact of adverse movements in these variables the group holds foreign currency debt and uses interest
rate and currency exchange rate financial instruments as part of this policy
the board has delegated to a financing committee chaired by the finance director the responsibility for ensuring compliance with
the group’s financial risk management policy and on a semiannual basis formally reviews this policy and its performance in
delivering the board’s objectives the group has a centralised treasury and financial risk function which implements the risk
management policy and it formally reports on a monthly basis the results of its activities and its compliance with the policy to the
financing committee group treasury is not a profit centre and no speculative trades are permitted or executed 
interest rate risk
on 31 december 2005 the group had liquid resources of £458m 2004 £633m held at floating rates and bank borrowings of
£3412m 2004 £3921m at floating rates it is therefore exposed to variations in primarily uk us and eurozone interest rates on
these financial assets and liabilities the group has a policy of using financial instruments primarily interest rate swaps and forward
rate agreements to ensure that the level of effective fixed rate debt after the effect of these instruments is between 55 and 75
of total net debt at the year end 727 of net debt was at effective fixed rates  the sixth sense of business
™
75
22 financial risk management and financial instruments continued
based on debt interest rates and hedge levels existing at 31 december 2005 a 1 rise in interest rates before the effect of the
interest rate hedge would increase the future annual interest charge as follows on usd loans £21m eur £12m and gbp £02m 
a 1 rise in interest rates on a hedged basis would increase the annual interest charge as follows usd £07m eur £06m and
gbp £nil a 1 decrease in interest rates would have the opposite effect in each case
currency risk
the group’s principal exposure to currency exchange rate fluctuations arises on the translation of overseas earnings and net assets
into sterling for accounting purposes and the sterling value of dividends paid up to the group the material foreign currencies in
terms of earnings and net assets are the us dollar and euro the group has a policy of holding a substantial amount of its bank
debt in these currencies to provide a natural hedge for currency earnings by currency interest payments and for currency net
assets by the currency loan principal the policy ensures that the level of currency hedge debt and currency forwards where used
should be greater than 75 and less than 100 of net assets for all currencies where net assets are greater than £100m the
group uses forward currency contracts for hedging future certain and material dividend flows to the parent
the group does have transactional foreign exchange exposure from sales and purchases of services between members of the
group this is hedged initially by matching cash flows through a netting process and finally by using forward currency contracts
where material the level of net transactional exposure is currently not considered material
liquidity risk
the group maintains sufficient facilities both committed and uncommitted to finance projected working capital and general
corporate needs over the medium term the policy ensures that total drawings from all facilities is at all times less than 80 of
total committed facilities and that the average maturity profile of committed facilities is greater than 18 months at any time at 
31 december 2005 the average maturity profile of committed facilities was 36 years 2004 29 years and £1587m 2004 £718m
of these facilities and £378m 2004 £520m of uncommitted facilities were undrawn and available to the group
credit and counterparty risk
the group has liquid resources deposited and financial instruments with a range of financial institutions and is therefore exposed to
credit solvency risk from these institutions the group has a policy which defines at which institutions funds can be placed and
instruments dealt and defines credit limits based on those institutions’ credit ratings the financing committee is responsible for
approving new counterparties on a global basis and defining these limits
embedded derivatives
management has a policy of not entering into contracts that involve embedded derivatives the group has performed a review of
contracts and has concluded that no embedded derivatives exist
2004 comparative information
as permitted by ifrs 1 financial instrument comparative information is reported in accordance with uk gaap  to achieve full
compliance with ifrs recognition and measurement standards the 2004 carrying value of financial instruments held to manage
interest and currency exposure would have to be restated to fair value
hedge accounting and hedging gains and losses
derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently measured at fair
value the gain or loss on remeasurement is taken to the income statement except where the derivative is designated as a
hedging instrument the accounting treatment of derivatives classified as hedges depends on their designation the group
designates derivatives either as a hedge of the incomecost of a highly probable forecasted transaction or commitment ‘cash flow
hedge’ or a hedge of a net investment in a foreign entity in order to qualify for hedge accounting the group is required to
document in advance the relationship between the item being hedged and the hedging instrument the group is also required to
document the relationship between the hedged item and the hedging instrument and demonstrate that the hedge will be highly
effective on an ongoing basis this effectiveness testing is reperformed at each period end to ensure that the hedge remains
highly effective 
unrealised gains or losses on cash flow hedges that are regarded as highly effective are recognised in equity gains or losses
deferred in equity are transferred to the income statement in the period which the forecast transaction affects the income
statement
where the group hedges net investments in foreign entities through currency borrowings the gains or losses on the translation of
the borrowings are recognised in equity if the group uses derivatives as the hedging instrument for net investments the effective
portion of the hedge is recognised in equity with any ineffective portion being recognised in the income statement
the fair value of interest rate financial instruments is based on the market price of comparable instruments at the balance sheet
date the fair value of forward currency contracts has been determined based on market forward exchange rates at the balance
sheet date tns annual report 2005 76
22 financial instruments continued
at 31 december 2005 there were net unrealised gains on interest rate cash flow hedges of £05m 2004 loss £12m during 2005
£06m of gains on interest rate cash flow hedges were released from the cash flow hedge reserve and recognised in the interest
charge all gains or losses on cash flow hedges were accounted for using hedge accounting the increase in the fair value relating
to existing and new hedges during the year was £11m 2004 decrease of £08m of the £05m of unrecognised gains on interest
rate cash flow hedges at the end of the year a £01m loss is expected to be recognised in the 2006 income statement and a £06m
gain will be recognised in 2007 
as a central element of its risk management policy the group uses foreign currency debt to hedge its currency net assets taking gains
and losses on any residue net investment directly to reserves in 2005 this totalled a net gain of £60m 2004 loss of £84m all gains
or losses on currency borrowings used as net investment hedges were accounted for using hedge accounting £135m of net
exchange losses on foreign currency debt 2004 £103m gains have been taken to reserves to offset exchange gains 2004 losses on
the equivalent net investment
net fair values of derivative financial instruments designated as cash flow hedges
the net fair values of open instruments at the balance sheet date were
assets liabilities
2005 2004 2005 2004
£m £m £m £m
financial instruments held to manage interest rate exposure 12 06 07 18 
financial instruments held to manage currency exposure 05 – 03 02
net fair values of currency borrowings designated as net investment hedges
the group had both us dollar and euro denominated borrowings at the balance sheet date which it has designated as a hedge for
the net investment in its subsidiaries in the us and the eurozone the fair value of the us dollar borrowings at 31 december 2005
was £1993m 2004 £1727m and the euro borrowings £1170m 2004 £1903m 
2005 2004
book value fair value book value fair value
book and fair value of financial assets £m £m £m £m
cash and liquid resources 458 458 633 633
trade and other receivables 2315 2315 2237 2237
2773 2773 2870 2870
book and fair value of financial liabilities
overdrafts borrowings and finance leases 3412 3412 3927 3927
deferred consideration vacant property and onerous lease provisions 95 95 118 118
trade and other payable 1689 1689 1714 1714
5196 5196 5759 5759 the sixth sense of business
™
77
22 financial instruments continued
currency and interest rate exposures of financial liabilities
the various interest rate and currency exposures of the group’s financial liabilities after taking account of interest and currency
swaps at 31 december 2005 were
floating rate fixed rate total
average years to maturity
2005 £m £m £m floating rate fixed rate
sterling 415 264 679 01 41
euro 1267 623 1890 19 40
us dollar 1152 1349 2501 26 42
other 120 06 126 03 20
2954 2242 5196 18 41
2004
sterling 450 260 710 03 29 
euro 1982 652 2634 19 28
us dollar 1018 1272 2290 17 30 
other 122 03 125 03 12
3572 2187 5759 16 29
floating rate financial liabilities bear interest at rates based on libor or euribor fixed rate financial liabilities relate to the hedged
proportion of borrowings deferred consideration and vacant property and onerous lease provisions the weighted average interest
rate for fixed rate financial liabilities is sterling 632 2004 642 us dollar 428 2004 367 and euro 361 2004 387
currency and interest rate exposures of financial assets
the currency and interest rate exposures of financial assets at 31 december were
floating rate fixed rate 2005 floating rate fixed rate 2004
£m £m £m £m £m £m
sterling 401 – 401 725 – 725
euro 1012 – 1012 920 – 920
us dollar 1010 – 1010 902 – 902
other 350 – 350 323 – 323
2773 – 2773 2870 – 2870
financial assets represents cash which attracts interest at floating rates and trade and other receivables that are not interest
bearing cash bears interest at rates based on libor 
analysis of net monetary assets and liabilities by reference to principal functional currencies
the table below shows the extent to which group companies have monetary assets and liabilities in currencies other than their
local currency foreign exchange differences on retranslation of these assets and liabilities are taken to the income statement
2005 2004
euro us dollar other total euro us dollar other total
£m £m £m £m £m £m £m £m
functional currency of 
group operations
sterling 37 19 02 58 29 06 01 36
euro – 06 – 06 – 02 – 02
us dollar 01 – – 01 03 – – 03
other 04 01 – 05 15 01 – 16
40 26 02 68 41 09 01 51  tns annual report 2005 78
22 financial instruments continued
maturity of financial liabilities
the maturity profile of the book value of the group’s financial liabilities is
total financial liabilities
1
gross borrowings
2
net borrowings
3
2005 2004 2005 2004 2005 2004
£m £m £m £m £m £m
within one year 1719 1781 05 38 453 601
between one and two years 14 1201 – 1183 – 1183 
between two and five years 3429 2750 3407 2705 3407 2711
over five years 34 27 – 01 – 01
5196 5759 3412 3927 2954 3294
1 bank loans net of arrangement fees obligations under finance leases vacant property and onerous lease provisions deferred consideration trade and other 
payables and accruals
2 bank loans net of arrangement fees and obligations under finance leases
3 gross borrowings less cash
borrowing facilities
the group has the following undrawn committed floating rate borrowing facilities available at 31 december in respect of which
conditions precedent had been met at that date
2005 2004
£m £m
within one year – 400
one to two years – 318
two to five years 1587 –
1587 718
23 retirement benefit obligations
the group operates a number of pension and postretirement benefit plans for its employees throughout the world as well as
complying with local laws and regulations relating to the payment of retirement benefits the assets of all funded pension plans are
held separately from those of the group and full actuarial valuations are performed at least every three years contributions in 2006
are expected to be consistent with 2005 levels
uk
the pension plans in the uk are primarily defined contribution plans and the group’s contribution to such plans ranges from 4 to
8 of salary rising with the age of employees at the year end there were £02m 2004 £02m of outstanding contributions there
are also two defined benefit final salary plans which are closed to new members and future accruals independent qualified
actuaries performed full valuations for these in 2004 and 2005 using the projected unit method details of which are given below 
france
companies in france participate in compulsory state arrangements regulations in france require that a lump sum be paid to
employees on retirement based on their final salary and the number of years’ service during 2004 the regulations and benefits
were changed and the state retirement age was increased from 60 to 65 the impact of the changes is being spread over the
service life of the employees the provisions required to meet these amounts were assessed by independent qualified actuaries in
2005 and details of their valuations are provided below
us
the group operates both defined contribution and defined benefit final salary pension plans in the us at the year end there were
£01m 2004 £01m of outstanding contributions in relation to the defined contribution plans unfunded post retirement healthcare
and life assurance plans are also operated which at 31 december contributed £15m 2004 £39m to the total us defined benefit
pension obligation disclosed below during the year plan rules were changed to reduce the level of benefits available under these
plans resulting in an exceptional curtailment gain in the income statement all defined benefit plans and the healthcare and life
assurances plans have been valued by independent qualified actuaries in 2004 and 2005 and details are given in aggregate below the sixth sense of business
™
79
23 retirement benefit obligations continued
netherlands
the dutch defined benefit final salary plan operated by the group is insured although indexation increases to pensions in payment
remain the responsibility of the company provision for these indexation increases is made based on actuarial assessments made
by independent qualified actuaries in 2004 and 2005 using the projected unit method an early retirement plan was also available
to employees in prior years but was discontinued in 2005 following regulatory changes resulting in another exceptional curtailment
credit to the income statement
other countries
where there are local requirements to provide lump sum payments and other post employments benefits provision has been made
for the liabilities identified based on local actuarial assessments details of these arrangements are given in aggregate in the
following pages
income statement
the amounts recognised in the income statement are as follows
uk france us netherlands other total
£m £m £m £m £m £m
2005
current service cost – 02 02 06 12 22
curtailments –– 13 16 – 29 
total expense included in operating costs – 02 11 10 12 07
interest cost 01 01 07 09 – 18
expected return on assets 02 – 05 08 – 15
total expense included in finance costs 01 01 02 01 – 03
2004
current service cost – 02 11 05 08 26
curtailments – 02 43 02 01 48 
total expense included in operating costs – – 32 03 07 22 
interest cost 01 01 09 08 01 20
expected return on assets 01 – 06 07 01 15 
total expense included in finance costs – 01 03 01 – 05
statement of recognised income and expense
the amounts recognised in the statement of recognised income and expense are as follows
uk france us netherlands other total
£m £m £m £m £m £m
2005
valuation gains and losses on plan assets 01 – – 02 – 03
assumption gains and losses on plan liabilities 01 04 04 25 – 34
experience gains and losses on plan liabilities 01 02 16 08 – 23
total actuarial gains and losses 01 02 20 31 – 54
2004
valuation gains and losses on plan assets 01 – 01 01 – 01
assumption gains and losses on plan liabilities 02 – 20 07 06 23
experience gains and losses on plan liabilities 03 01 08 – – 04
total actuarial gains and losses – 01 29 06 06 28 tns annual report 2005 80
23 retirement benefit obligations continued
balance sheet
the amounts recognised in the balance sheet are determined as follows
uk france us netherlands other total
£m £m £m £m £m £m
2005
present value of funded obligations 29 34 142 213 61 479
fair value of plan assets 35 04 90 200 07 336
surplus restriction 10 – – – – 10
net liability recognised in the balance sheet 04 30 52 13 54 153
2004
present value of funded obligations 26 31 124 187 44 412
fair value of plan assets 32 04 79 177 06 298
surplus restriction 10 – – – – 10
net liability recognised in the balance sheet 04 27 45 10 38 124
the following assets constitute the fair value of plan assets
uk france us netherlands other total
£m £m £m £m £m £m
2005
equity instruments 04 – 62 16 07 89 
debt instruments – – 28 – – 28
other assets 31 04 – 184 – 219
fair value of plan assets 35 04 90 200 07 336
2004
equity instruments 03 – 54 14 06 77 
debt instruments – – 25 – – 25
other assets 29 04 – 163 – 196 
fair value of plan assets 32 04 79 177 06 298 
the actual return on plan assets was as follows
uk france us netherlands other total
£m £m £m £m £m £m
2005 03 – 05 10 – 18 
2004 – – 05 08 01 14
the present value of the funded obligation has moved as follows in the year 
uk france us netherlands other total
£m £m £m £m £m £m
at 1 january 2004 27 31 136 170 51 415
total income statement expenseincome as above 01 01 23 11 08 02
benefit payments 01 – 08 03 08 20 
assumption and experience gainslosses 01 01 28 07 06 27
foreign exchange differences – – 09 02 01 08 
at 31 december 2004 26 31 124 187 44 412
total income statement expenseincome as above 01 03 04 01 12 11
benefit payments – 01 13 01 01 14 
assumption and experience gainslosses 02 02 20 33 – 57
foreign exchange differences – 01 15 05 04 13
at 31 december 2005 29 34 142 213 61 479 the sixth sense of business
™
81
23 retirement benefit obligations continued
the fair value of plan assets has moved as follows in the year 
uk france us netherlands other total
£m £m £m £m £m £m
at 1 january 2004 32 04 69 155 03 263
expected return on plan assets 01 – 06 07 01 15
valuation gains and losses 01 – 01 01 – 01
contributions by the employer 01 – 18 12 10 41 
contributions by the plan participants – – – 03 – 03
benefits paid 01 – 08 03 08 20
foreign exchange differences – – 05 02 – 03
at 31 december 2004 32 04 79 177 06 298
expected return on plan assets 02 – 05 08 – 15 
valuation gains and losses 01 – – 02 – 03 
contributions by the employer – 01 11 15 09 36 
contributions by the plan participants – – – 03 – 03 
benefits paid – 01 13 01 08 23
foreign exchange differences – – 08 04 – 04
at 31 december 2005 35 04 90 200 07 336 
valuation assumptions
for the most recent valuations performed the principal assumptions made by the actuaries were
uk france us netherlands
2005 
rate of increase in salaries 450 250 – 300 
rate of increase for pensions in payment and deferred pensions – – – 200
discount rate 500 425 550 425
inflation assumption 275 200 250 200 
long term expected rate of return on equities 775 750 825 750 
long term expected rate of return on bonds and cash 475 425 525 425 
2004
rate of increase in salaries 450 250 350 300
rate of increase for pensions in payment and deferred pensions ––– 200
discount rate 525 490 575 490
inflation assumption 300 200 250 200 
long term expected rate of return on equities 800 750 850 750
long term expected rate of return on bonds and cash 500 475 550 475
the valuations of scheme liabilities have been updated to 31 december 2005 by independent qualified actuaries from the full
actuarial valuation detailed above by country the expected return on bonds and other investments reflects bond yields at the
balance sheet date and the nature of the investments held expected returns on equities reflect the expectation that equities will
outperform fixed interest government bonds by 3 to 4 per annum tns annual report 2005 82
24 share based payments
the group remunerates certain groups of employees using share based payments under company share option plans and
performance share plans details of which are set out in the remuneration report additionally all employees can elect to participate
in a save as you earn saye scheme for grants during 2005 the fair value was estimated using either the blackscholesmerton
model or the monte carlo model and is charged to the income statement over the minimum life of the grants
the blackscholesmerton model was selected to value options and to value performance shares granted with eps performance
criteria because the grants are not complex in nature and the method is straightforward to use this model values such grants as if
they were tradeable options and generates a single outcome using the assumptions noted below which can then be adjusted to
reflect estimates of lapsing due to nonachievement of performance criteria or employee decisions
the monte carlo model was selected to value shares granted with performance criteria based on the total shareholder return of tns
relative to other companies because these are market based criteria and require simulation of multiple possible outcomes to derive 
an estimated value this model values such options by simulating 50000 possible outcomes for tns and each company in the
comparator group calculating the expected gain for each simulated outcome and discounting the average of these gains to give a
present value this valuation already includes the probability of lapsing due to nonachievement of performance criteria
the fair values per option granted during the year and the key assumptions used are as follows
new ltip new ltip
esp epp 2001 ltip wesp eps tsr
grant date april april april may october october
valuation model bsm bsm bsm bsm bsm monte carlo
share price at grant date 2303p 2303p 2303p 2170p 2018p 2018p
exercise price 2275p – 750p 1889p – –
expected volatility based on 3 or 5 year 
historical volatility 348 348 348 348 348 321
average expected period to exercise years 433533
risk free rate yield on zerocoupon government bonds 42 42 42 42 42 42
expected dividends expressed as a dividend yield 15 15 15 16 17 17
fair value per share 687p 2202p 1547p 1022p 1917p –
monte carlo fair value per share including probability 
of lapsing ––––– 769p
the total charge for the year relating to employee share based payment plans was £45m 2004 £26m all of which related to
equitysettled share based payment transactions after deferred tax the total charge was £37m 2004 £21m 
during the year to 31 december 2005 the group issued 902003 shares with a market value of £21m in deferred consideration for
its acquisition of area investigacion sa 2004 nil
25 options and rights in shares of the company
at 31 december 2005 the esop trust held 02 million ordinary 5p shares in the company 2004 07m of those none 2004 05m
have had options granted over them under the long term incentive plan at 31 december 2005 the ebt held 47m ordinary 5p
shares in the company 2004 62m of those 07m 2004 19m have had rights granted over them under the long term incentive
plan and a further 15m 2004 14m under other plans shares over which options have not yet been granted had a market value at
31 december 2005 of £61m 2004 £70m shares held through the esop trust are shown as a deduction in arriving at
shareholders’ funds which have thereby been reduced by £73m 2004 £85m profits or losses arising on the disposal of shares
following the exercise of share options relating to the ebt are taken to other reserves in the consolidated financial statements
options exercised in 2005 resulted in 2333721 shares being issued at £096 each 2004 3231225 shares at £093 each 
the related weighted average price at the time of exercise was £216 2004 £211 per share
at 31 december 2005 the options detailed below had been granted and were still outstanding in respect of the company’s shares
under company share option plans the exercise of options under the executive share option scheme the savings related share
option plan and the wesp may require the issue of new shares the longterm incentive plans and equity participation plan use
shares held by the esop and ebt trusts  the sixth sense of business
™
83
25 options and rights in shares of the company continued
expected
exercise contractual remaining life number of expired or number of number
price exercise yrs at shares at granted forfeited exercised shares at exercisable at
year of grant pence period 31 dec 2005 1 jan 2005 in year in year in year 31 dec 2005 31 dec 2005
longterm incentive plans
1998 122001–05 – 72726 – – 72726 – –
1998 75–952001–05 –1057729 – –1057729 – –
1999 752002–06 –325000 – –325000 – –
2002 75 2005–09 35 295275 – – 26666 268609 268609 
2002 –2004–09 –116000 – –116000 – –
2004 75 2007–11 52 50000 – – – 50000 –
2004 – 2009–11 52 180000 – – – 180000 –
2004 75 2007–11 57 50000 – – – 50000 –
2005 –2005–12 63 –135635 – – 135635 135635 
2005 52008–09 63 – 21900 – – 21900 –
2005 –2008–09 63 –3499600 7500 – 3492100 –
2146730 3657135 7500 1598121 4198244 404244 
savings related share option plan
1998 87 2005 – 90182 – 457285610 – –
1999 135 2005–06 10 66551 – 16150 2500 47901 –
156733 – 2072288110 47901 –
executive share option plans 
1996 47 1999–06 07 7152 – – – 7152 7152 
1997 47 2002–07 13 41810 – – 16504 25306 25306 
1998 86 2001–08 28 173000 – – 107000 66000 66000 
1999 137–185 2002–09 33 725004 – – 198304 526700 526700
2000 238 2003–10 43 1367000 – 21000 – 1346000 1346000
2001 204–218 2004–11 47 1960000 – 20000 – 1940000 1940000
2002 141–233 2005–12 36 3957201 – 201475 97500 3658226 3658226
2003 102 2006–13 44 4063148 – 9000 55000 3999148 –
2003 213 2006–13 49 4231842 – 110000 – 4121842 –
2004 200 2007–14 81 1381831 – 90000 – 1291831 –
2004 224 2007–14 59 5242500 – 65000 – 5177500 –
2005 2282005–12 63 –262691 – – 262691 262691
23150488 262691 516475 474308 22422396 7832075
worldwide employee sharesave plan
1999 922004–05 – 39511 – 1648723024 – –
1999 145 2005 – 14274 – 4758 9516 – –
2000 200–236 2005–08 04 307748 – 43373 82327 182048 150852 
2001 128–218 2004–09 13 364500 – 72434 16550 275516 –
2002 105–228 2005–09 17 419988 – 60345 8225 351418 59257
2003 91–120 2006–11 27 2870445 – 273807 32031 2564607 –
2004 164–204 2007–12 38 990078 – 100832 1509 887737 –
2005 2292008–09 30 – 71922 2229 – 69693 –
2005 1832010–13 51 –394767 24504 – 370263 –
5006544 466689 598769 173182 4701282 210109 
equity participation plan
2003 – 2006–13 78 157781 – – – 157781 –
2004 – 2007–14 83 208778 – 6154 – 202624 –
2005 –2005–12 63 –241249 – – 241249 241249
366559 241249 6154 – 601654 241249 
total 30827054 4627764 1149620 2333721 31971477 8687677  tns annual report 2005 84
26 share capital
2005 2004 2005 2004
no of shares no of shares £’000 £’000
authorised
ordinary shares of 5p each 600000000 510000000 30000 25500 
allotted called up and fully paid
at 1 january 446296637 443391547 22315 22170
acquisitions 902003 766865 45 38
share options exercised during year
executive share plans 474308 995093 24 50 
savings related share plans 88110 383022 4 19 
wesp 173182 760110 9 38 
at 31 december 447934240 446296637 22397 22315 
the company issued 902003 shares during 2005 to satisfy £21 million of deferred consideration in relation to the purchase of area
investigación a subsidiary in spain since 31 december 2005 820312 shares have been issued to satisfy a further £21 million of
deferred consideration in relation to the purchase of area investigación sa also since 31 december 2005 297802 shares have
been issued to employees on the exercise of options granted under the executive share option scheme and 46257 shares have
been issued to employees on the exercise of options under the wesp 
27 consolidated statement of changes in shareholders’ equity
share share shares to other retained minority total
capital premium be issued reserves earnings total interests equity
group £m £m £m £m £m £m £m £m
balance at 1 january 2004 222 1200 – 14 763 673 69 742
profit for the year –––– 436 436 21 457
actuarial losses on 
pensions net of tax –––– 26 26 – 26
currency translation 
differences net of tax –––– 64 64 – 64
new share capital issued 
net of expenses 01 38 – – – 39 – 39
shares to be issued – – 42 – – 42 – 42 
minority interest additions ––––– – 15 15
minority interest dividends ––––– – 14 14
purchase of own shares –––– 41 41 – 41
proceeds on exercise of options – – – 01 08 09 – 09
share based payments –––– 26 26 – 26
equity dividends –––– 137 137 – 137
balance at 31 december 2004 223 1238 42 15 561 957 91 1048
first time adoption of ias 32 and 39 – – 42 – 12 54 – 54
restated balance at 
1 january 2005 223 1238 – 15 573 903 91 994 the sixth sense of business
™
85
27 consolidated statement of changes in shareholders’ equity continued
share share shares to other retained minority total 
capital premium be issued reserves earnings total interests equity
group continued £m £m £m £m £m £m £m £m
restated balance at 
1 january 2005 223 1238 – 15 573 903 91 994
profit for the year –––– 521 521 27 548
actuarial losses on 
pensions net of tax –––– 38 38 – 38
currency translation differences
net of tax –––– 46 46 – 46
markedtomarket gain in fair 
value of financial instruments –––– 12 12 – 12
financial instrument fair value 
taken to income statement –––– 06 06 – 06
new share capital issued 
net of expenses 01 29 – – – 30 – 30
minority interest dividends
and disposals ––––– – 18 18
net proceeds on exercise 
of options – – – 03 11 14 – 14
share based payments – – – – 45 45 – 45
equity dividends – – – – 160 160 – 160
balance at 31 december 2005 224 1267 – 18 130 1379 100 1479
retained earnings includes the following cumulative amounts
financial pension
currency instrument valuation share based
translation fair value gains and payment 
differences adjustments losses charges
group £m £m £m £m
at 1 january 2005 84 12 28 26 
movements in the year 60 18 54 45
at 31 december 2005 24 06 82 71 
goodwill arising on consolidation prior to 1 january 1998 of £1447m 2004 £1447m has been eliminated against reserves 
the merger reserve in the company arises on the issue of shares as consideration for acquisitions and has been offset against the
retained earnings on consolidation tns annual report 2005 86
27 consolidated statement of changes in shareholders’ equity continued
share share shares to other retained total
capital premium be issued reserves earnings equity
company £m £m £m £m £m £m
balance at 1 january 2004 222 1200 – 16 246 1684
profit for the year –––– 165 165
new share capital issued net of expenses 01 38––– 39
shares to be issued –– 42–– 42
equity dividends –––– 137 137
balance at 31 december 2004 223 1238 42 16 274 1793 
firsttime adoption of ias 32 and 39 – – 42 – 12 54
restated balance at 1 january 2005 223 1238 – 16 262 1739 
profit for the year –––– 130 130
markedtomarket gain in fair value of financial instruments –––– 12 12 
financial instrument fair value taken to income statement –––– 06 06
new share capital issued net of expenses 01 29––– 30
equity dividends –––– 160 160
balance at 31 december 2005 224 1267 – 16 250 1757 
28 related party transactions
group company
2005 2004 2005 2004
transactions with associated undertakings £m £m £m £m
turnover 09 03 – –
purchases 06 93 – –
amounts owed to associated undertakings at 31 december – 04 – –
amounts owed by associated undertakings at 31 december 11 09 – –
transactions with group subsidiaries and joint ventures
turnover 26 29 179 177 
purchases 38 26 – –
amounts owed to subsidiaries and joint ventures at 31 december 33 12 1681 1490
amounts owed from subsidiaries and joint ventures at 31 december 28 38 2324 3839
the company’s turnover represents royalties charged for use of the tns brand all transactions are undertaken at arms length
2005 2004
key management compensation £’000 £’000
aggregate compensation of key management
salaries and shortterm employee benefits 4390 4297 
postemployment benefits 362 303 
termination benefits – 4052 
share based payments 805 435
5557 9087 the sixth sense of business
™
87
28 related party transactions continued
in the opinion of the board the key management of tns in 2005 comprised the members of that board plus the heads of the two
globally managed syndicated sectors and the four regional heads the emoluments of all are included in aggregate above and
further details of the directors’ emoluments are given in the audited part of the remuneration report details of the termination
benefits were given in the 2004 annual report
29 cash flow
group company
2005 2004 2005 2004
total total total total 
reconciliation of operating profit to cash generated from operations £m £m £m £m
operating profit 998 911 223 93
amortisation of intangible assets 58 62 – –
impairment of goodwill 103 35 – –
depreciation of property plant and equipment 196 184 – –
profitloss on sale of property plant and equipment 12 04 – –
profit on disposal of investment in subsidiaries – – 02 –
share based payments 45 26 – –
decrease in inventories 160 23 – –
increase in trade and other receivables 28 27 44 10
decreaseincrease in trade and other payables 216 29 02 09 
decrease in pension liabilities 34 44 – –
increasedecrease in provisions 14 69 – 55
cash generated from operations 1284 1134 179 37
operating cash flows from continuing activities include an outflow of £nil 2004 £115m relating to integration costs of £nil 2004 £98m
2005
reconciliation of net cash flow to movement in net debt – group £m
decrease in cash in the year 175
cash outflow from decrease in debt 657
change in net debt resulting from cash flows 482
translation difference 156
noncash movement 14
movement in net debt in the year 340
net debt at 1 january 2005 3294
net debt at 31 december 2005 2954
at 1 jan exchange noncash at 31 dec
2005 cash flow movement movements 2005
analysis of net debt – group £m £m £m £m £m
cash at bank and in hand 633 175 – – 458
loans repayable within one year 32 651 02 622 05
loans repayable after more than one year 3889 – 154 636 3407
obligations under finance leases 06 06 – – –
3294 482 156 14 2954
the net noncash movement represents the amortisation of arrangement fees of £08m 2004 £49m and movements in the fair
value of financial instruments of £06m 2004 nil tns annual report 2005 88
29 cash flow continued
2005
analysis of the net cash outflow in respect of the purchase of subsidiary undertakings and businesses £m
cash consideration
prior year acquisitions 04
2005 acquisitions 57
61
net cash acquired 04 
net cash outflow in respect of the purchase of subsidiary undertakings and businesses 57
30 financial commitments
2005 2004
property equipment property equipment
total lease commitments £m £m £m £m
operating leases which expire
within one year 166 70 187 56 
in two to five years 418 43 366 24 
over five years 230 13 247 19
814 126 800 99
the group leases various assets under noncancellable operating leases the leases have various terms escalation clauses and
renewal rights there are no obligations contracted but not provided for in the group or company 2004 nil
31 guarantees and contingencies
the company and certain subsidiary undertakings have jointly and severally guaranteed bank loans and credit facilities of the
group the maximum liabilities that could arise under these arrangements are £5000m 2004 £4600m at 31 december 2005
amounts outstanding were £3405m 2004 £3882m 
sofres sa has provided guarantees in the form of a letter of intent in relation to loans taken out to purchase properties in france 
at 31 december 2005 the total loans outstanding were £03m 2004 £04m of which £nil 2004 £nil was secured over relevant
properties a number of group companies have provided guarantees relating to rental commitments and commercial contracts in
the normal course of business at 31 december 2005 the total amounts guaranteed were £66m 2004 £49m
the group has commitments relating to put and call options for acquisitions the potential amounts payable are estimated to be
£84m 2004 £60m and are expected to become payable between one and five years
various group companies are parties to legal actions and claims of £34m 2004 £50m the most significant of which are
associated with employmentrelated matters although there is uncertainty regarding the final outcome of these claims the
directors believe that adequate provision has been made for anticipated liabilities the group is also involved in various other legal
proceedings arising out of the normal course of business the directors believe that the outcome of these proceedings is uncertain
but is unlikely to have a material effect on the group’s financial position
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements
tns reported under uk gaap in its previously published financial statements for the year ended 31 december 2004 the analysis
below shows a reconciliation of net assets and profit as reported under uk gaap as at 31 december 2004 to the revised total
equity and profit under ifrs as reported in these financial statements in addition there is a reconciliation of net assets under uk
gaap to ifrs at the transition date for the company being 1 january 2004 the adoption of ifrs has resulted in changes to the
group’s accounting policies that have affected the amounts reported for the current or prior years in the following areas
share based payments
the fair value of share options granted to employees is estimated for each grant using the blackscholesmerton and monte carlo
models and charged to the income statement over the minimum life of the options this ifrs charge replaces the uitf 17 revised
charge for options issued at below market value previously recognised
tns has elected to apply recognition and measurement requirements only to equity instruments granted after 7 november 2002
that had not vested by 1 january 2005 the sixth sense of business
™
89
goodwill
in place of amortisation under ifrs all goodwill is subjected to an annual impairment test any impairment identified is charged
immediately to the income statement negative goodwill will be written off immediately to the income statement any fair value
adjustments made to goodwill in a later financial year allowed up to 12 months from the date of acquisition are reflected as a
restatement of the prior year accounts
employment benefits
defined benefit plan assets and liabilities are recorded in the balance sheet with actuarial gains and losses taken to reserves
previously assets and liabilities were not recorded and the costs of plans were charged to the income statement so as to spread
the cost of pensions over the service lives of employees in the plans under the ifrs transitional arrangements tns has elected to
recognise the cumulative actuarial loss at 1 january 2004 as a movement in equity
joint ventures 
under ifrs joint ventures are consolidated on a proportionate basis with the group’s share of assets and liabilities profit and loss
and cash flows being reflected in the group financial statements previously joint ventures were shown within investments with the
group’s share of operating profit interest and tax shown in the financial statements joint venture cash flows were not included in
the group cash flow statement 
associates
under ifrs losses from an associate in excess of the group’s interest in that associate are no longer recognised where there is no
contractual obligation to fund those losses under uk gaap  losses were recognised even if in excess of the group’s interest in the
associate
deferred tax
ifrs requires deferred tax to be provided for in full using the liability method on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the consolidated financial statements deferred tax assets are recognised
only to the extent that it is probable that they can be utilised against future taxable profits where goodwill is deductible against tax
a deferred tax liability is required even if such a liability would only unwind on the eventual sale of the business in question
dividends
as required under ifrs dividends are recognised when approved or paid not when declared
financial instruments
as permitted by ifrs 1 ‘first time adoption of ifrs’ the ias 39 ‘financial instruments recognition and measurement’ rules on
hedge accounting have been applied from 1 january 2005 tns continues to report financial instruments for the 2004 comparative
year in accordance with uk gaap 
property plant and equipment and intangible assets
ifrs requires that for acquisitions made since 1 january 2004 certain intangible assets are recognised separately to reflect the fair
value of brands customer lists or other intangibles acquired previously they would have been included in goodwill these
intangibles are amortised over their estimated useful lives software previously included within tangible fixed assets is classified as
an intangible fixed asset under ifrs
business combinations 
business combinations prior to the transition date of 1 january 2004 have not been restated
cumulative translation differences
tns has reset the cumulative translation differences for all foreign operations to £nil as at 1 january 2004
company income statement reconciliation
the company’s 2004 previously reported profit for the year after dividends under uk gaap was £57m this has been adjusted to
remove the dividend charge for the year of £154m and the uitf 17 revised charge of £08m included under uk gaap  and to
include £54m of foreign exchange losses previously recognised through equity resulting in a profit for the year under ifrs of
£165m tns annual report 2005 90
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements continued
ifrs
previous conversion restated
gaap adjustments under ifrs
consolidated income statement for the year ended 31 december 2004 notes £m £m £m
revenue 9453 – 9453
less share of joint ventures 1 167 167 –
revenue 9286 167 9453
cost of sales 1 3164 61 3225
gross profit 6122 106 6228
administrative expenses 1–5 5505 188 5317
operating profit 617 294 911
share of operating profit of joint ventures 1 27 27 –
operating profit before exceptional items 5 1020 08 1028
integration costs 98 – 98
goodwill impairment 2 278 243 35
amortisation of additional intangibles identified on acquisitions 3 – 06 06
pension curtailment credit 4 – 48 48
share based payments 5 – 26 26
operating profit 644 267 911
share of operating profit of associates 6 13 13 –
finance income 08 – 08
finance costs before exceptional items 4 195 05 200
exceptional finance costs 36 – 36
finance costs 231 05 236
share of post tax profit of associates 6 7 – 10 10
profit before taxation 434 259 693
taxation – excluding deferred tax on goodwill 3–6 211 07 204
taxation – deferred tax on goodwill 8 – 32 32
taxation 211 25 236
profit for the year 223 234 457
attributable to
equity holders of the parent company 202 234 436
minority interests 21 – 21
223 234 457
basic earnings per share 46p 54p 100p
diluted earnings per share 45p 53p 98p
1 under proportionate consolidation the results of joint ventures are consolidated in the income statement on a line by line basis and as a result there is 
no separate disclosure of joint venture turnover and operating profit additional cost of sales £61m and administration expenses £79m replace separate
disclosure of operating profit of £27m
2 £243m of goodwill amortisation under uk gaap is reversed leaving only impairment charges of £35m identified under both ifrs and uk gaap 
3 amortisation of intangible assets recognised on acquisitions in accordance with ifrs 3 of £06m with associated deferred tax of £02m
4 retirement benefits charge calculated in accordance with ias 19 results in an exceptional credit of £48m following curtailments in the netherlands and us
the related deferred tax is a charge is £05m under ifrs notional interest on the net pension liability of £05m is recognised within finance costs
5 £26m share based payment charge for employee options granted since 7 november 2002 less £08m uitf 17 revised charge included under uk gaap 
the related deferred tax is a credit of £05m
6 share of operating profit of associates is reclassified to below exceptional finance charges and adjusted to include the £05m relevant proportion of tax
previously disclosed under tax
7 £02m of losses arising from associates with net liabilities are not recognised under ifrs
8 £32m deferred tax charge relating to the tax deductible goodwill in the year the sixth sense of business
™
91
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements continued
group company
ifrs ifrs
previous conversion restated previous conversion restated
consolidated balance sheet as at gaap adjustments under ifrs gaap adjustments under ifrs
31 december 2004 notes £m £m £m £m £m £m
goodwill 1 2 12 3491 337 3828 –– –
intangible assets 3 7 12 29 149 178 –– –
plant property and equipment 1 7 836 111 725 –– –
share of joint venture assets 1 270 270 – –– –
share of joint venture liabilities 1 102 102 – –– –
investments in associates 6 10 03 13 –– –
investment in subsidiaries –– – 6704 – 6704
available for sale investments 06 – 06 –– –
deferred tax assets 3 4 5 8 – 292 292 –– –
total noncurrent assets 4540 502 5042 6704 – 6704
inventories 1 750 03 753 –– –
trade and other receivables 1 8 11 13 2656 152 2504 92 73 165
current tax receivable 11 – 99 99 –– –
available for sale investments 07 – 07 –– –
cash 1 574 59 633 328 – 328
total current assets 3987 09 3996 420 73 493
total assets 8527 511 9038 7124 73 7197
borrowings 32 – 32 –– –
trade and other payables 1 9 3174 44 3130 142 106 36
current tax payable 11 223 83 306 –– –
provisions 10 – 55 55 –– –
total current liabilities 3429 94 3523 142 106 36
net current assets 558 85 473 278 179 457
borrowings 1 3887 02 3889 3882 – 3882
deferred tax liabilities 8 – 254 254 –– –
retirement benefit obligations 4 – 124 124 –– –
provisions 1 4 10 358 188 170 –– –
trade and other payables 1 29 01 30 1486 – 1486
total noncurrent liabilities 4274 193 4467 5368 – 5368
total liabilities 7703 287 7990 5510 106 5404
total net assets 824 224 1048 1614 179 1793
issued share capital 223 – 223 223 – 223
share premium 1238 – 1238 1238 – 1238
shares to be issued 42 – 42 42 – 42
other reserves 13 15 – 15 27 11 16
retained earnings 781 220 561 84 190 274
total shareholders’ equity 737 220 957 1614 179 1793
minority interests in equity 14 87 04 91 –– –
total equity 824 224 1048 1614 179 1793 tns annual report 2005 92
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements continued
this reconciliation has been updated since the interim report primarily in respect of the proportionate consolidation of joint ventures see note 1 additional
deferred tax liabilities identified in respect of tax deductible goodwill see note 8 adjustments to the valuation of the net retirement benefit liability see note 4
and increased minority interests see note 14 in addition certain pension plan assets and liabilities have been restated for the comparative year as a result of
more accurate information becoming available
1 proportionate consolidation of joint ventures goodwill £113m plant property and equipment £25m inventories £03m receivables £33m cash £59m
creditors £62m long term borrowings £02m provisions £01m
2 £243m of goodwill amortisation under uk gaap is reversed
3 £06m amortisation of intangibles identified on acquisition in 2004 and separated out of goodwill and associated deferred tax of £02m
4 £124m net retirement benefit liability calculated in accordance with ias 19 and disclosed separately the associated deferred tax asset is £03m
5 a £03m deferred tax asset has been set up at transition date in respect of share based payments this was increased £05m during the year
6 net liabilities of £03m on investments in associates not recognised under ifrs
7 £146m software reclassified from tangible fixed assets to intangible fixed assets
8 a £110m deferred tax liability has been set up at transition date in respect of tax deductible goodwill a further deferred tax liability of £28m net of £04m
exchange has been recognised relating to tax deductible goodwill in the year deferred tax assets and liabilities are disclosed separately
9 for the group and company under ifrs dividends are recognised when approved or paid rather than when declared the accrual for the final proposed 2004
dividend of £106m at december is reversed
10 £55m of provisions falling due in less than one year are disclosed separately on the face of the balance sheet 
11 corporation tax receivable has been reclassified from current tax payable and trade and other receivables to current tax receivable
12 £19m of intangibles identified on 2004 acquisitions have been reclassified from goodwill to intangibles
13 in the company accounts own shares held by the esop trust have been deconsolidated
14 the minority interest has increased by £04m in relation to the disposal of a share of the group’s russian subsidiary the sixth sense of business
™
93
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements continued
group company
ifrs ifrs
previous conversion restated previous conversion restated
consolidated cash flow as at gaap adjustments under ifrs gaap adjustments under ifrs
31 december 2004 notes £m £m £m £m £m £m
cash flows from operating activities 
cash generated from operations 1 1072 62 1134 37 – 37
income tax paid 1 196 06 202 06 – 06
net cash generated from 
operating activities 1 876 56 932 31 – 31
cash flows from investing activities
acquisition of subsidiaries 
net of cash acquired 110 – 110 79 – 79
sale of subsidiaries net of cash disposed 01 – 01 –– –
sale of associates 74 – 74 –– –
proceeds from sale of property 
plant and equipment 22 – 22 –– –
purchase of property plant and equipment 1 2 267 44 223 –– –
purchase of intangible assets 2 – 57 57 –– –
interest received 07 – 07 90 – 90
dividends received 1 26 21 05 135 – 135
net cash used in investing activities 247 34 281 146 – 146
cash flow from financing activities
net proceeds from issue of 
ordinary share capital 32 – 32 32 – 32
dividends paid to company’s shareholders 137 – 137 137 – 137
dividends paid to minority interests 14 – 14 –– –
decreaseincrease in debt 16 – 16 491 – 491
interest paid 202 – 202 249 – 249
purchase of company shares 41 – 41 –– –
net cash used in financing activities 378 – 378 137 – 137
net increase in cash and cash equivalents 1 251 22 273 314 – 314
cash and cash equivalents at 
beginning of year 1 322 35 357 16 – 16
exchange gainloss on cash and 
cash equivalents 1 01 02 03 02 – 02
cash and cash equivalents at end of year 574 59 633 328 – 328
net debt 3351 57 3294
1 cash flows relating to tns’ share of joint ventures are included in the consolidated cash flow statement under ifrs in each relevant line of the cash flow
statement and any dividends received from joint ventures previously shown as a cash inflow are eliminated
2 purchases of software have been reclassified from purchase of property plant and equipment to purchase of intangible assets tns annual report 2005 94
32 reconciliation of ifrs financial statements to previously reported uk gaap financial statements continued
group company
1 january 31 december 1 january 31 december 
2004 2004 2004 2004
total equity reconciliation £m £m £m £m
total equity under uk gaap 767 824 1554 1614
impact of changes in accounting for
write off negative goodwill 01 – – –
reclassify shares to be issued to creditors ––––
deconsolidate own shares held by trust – – 41 73
retirement benefits 02 08 – –
net liabilities of associates 01 03 – –
increase minority interest in russian subsidary 04 – – –
add back goodwill amortisation – 243 – –
revenue recognition adjustment 07 07 – –
amortisation of intangibles net of deferred tax – 04 – –
deferred tax on goodwill and share based payments 107 125 – –
write back proposed dividends 89 106  89 106 
25 224  130 179
total equity under ifrs 742 1048  1684 1793  the sixth sense of business
™
95
shareholder information
latest information
the group’s website address is wwwtnsglobalcom group
announcements and webcasts of financial presentations are
posted on the investors section on the day of their release 
it is possible to receive alerts when announcements are
published on the website to register for this service and
receipt of company reports go to ‘register for news’ on 
the investors section home page other information of interest
to investors including the latest share price can also be
found there
contact details
for investor enquiries please contact
janis parks head of investor relations 
taylor nelson sofres plc
tns house westgate london w5 1ua
tel   44 020 8967 1584
fax  44 020 8967 1386
email janisparkstnsglobalcom
registrar
the company’s registrar computershare investor services
has a website containing a range of information which can be
accessed via the tns investor centre at wwwtnsglobalcom
or by email to webqueriescomputersharecouk
or please write to
computershare investor services plc
p o box 82 the pavilions bridgwater road
bristol bs99 7nh 
tel  44 0870 702 0000 
all correspondence should refer to taylor nelson sofres plc
and include the registered name and address of the
shareholder
electronic communications
tns can provide electronic notification when its annual report
and notices of general meeting are posted on to the group’s
website to register for this free service go to the
computershare website which can be accessed via the tns
investors section at wwwtnsglobalcom
american depositary receipts adrs
taylor nelson sofres plc has a sponsored level 1 american
depository receipt adr program for which the bank of
new york acts as depository a level 1 adr program is not
listed on a us stock exchange and trades in the overthe
counter otc market the adr trading symbol is tynly and
price quotes can be obtained from wwwadrbnycom with
effect from 3 january 2006 one adr represents four ordinary
shares prior to this date one adr represented 15 ordinary
shares adr holders at the close of business on 31 december
2005 received additional adrs for every adr held 
when dividends are paid to shareholders the depository
makes the equivalent payment in us dollars to adr holders
for adr shareholder enquiries please contact
shareholder relations the bank of new york
po box 11248 church street station
new york ny 102861258 usa
tel 16103827836
from the usa 1888bnyadrs toll free
email shareownersbankofnycom 
website wwwadrbnycom
annual general meeting agm
the agm will be held at 0930 am on 10 may 2006 at taylor
nelson sofres plc tns house westgate london w5 1ua
financial calendar 2006
6 march 2005 results announced
24 may exdividend date
26 may final dividend record date
7 july final dividend payable
4 september 2005 interim results announced
advisers
auditors
pricewaterhousecoopers llp
1 embankment place london wc2n 6rh
tel  44 020 7583 5000
stockbrokers
jpmorgan cazenove
20 moorgate london ec2r 6da
tel  44 020 7588 2828
deutsche bank ag london
1 great winchester street london ec2n 2db
tel  44 020 7545 8000
bankers
the royal bank of scotland plc
waterhouse square 138142 holborn london ec1n 2th
tel  44 020 7427 8000
financial advisers
deutsche bank ag london
1 great winchester street london ec2n 2db
tel  44 020 7545 8000
head and registered office
taylor nelson sofres plc
tns house westgate london w5 1ua
tel 44 020 8967 0007
fax 44 020 8967 4060
registered number 912624 five year summary
2005 2004 2003 2002 2001
ifrs ifrs previous gaap previous gaap previous gaap
£m £m £m £m £m
revenue 9990 9453 8052 6189 5827
less share of joint ventures – – 157 157 76
revenue 9990 9453 7895 6032 5751
cost of sales 3365 3225 2756 2123 2060
gross profit 6625 6228 5139 3909 3691
administrative expenses 5627 5317 4693 3526 3286
operating profit 998 911 446 383 405 
share of operating profit of joint ventures – – 22 13 08
operating profit before exceptional items 1126 1028 797 598 552
integration costs – 98 90 – – 
goodwill impairment 103 35 – – –
goodwill amortisation – – 239 202 139
amortisation of additional intangibles identified  
on acquisition 09 06 – – – 
pension curtailment credit 29 48 – – – 
share based payments 45 26 – – – 
operating profit 998 911 468 396 413 
share of operating profit of associates – – 06 02 –
finance income 10 08 12 08 06
finance costs before exceptional items 162 200 166 113 114
exceptional finance costs – 36 07 07 09
finance costs 162 236 173 120 123
share of post tax profit of associates 04 10 – – – 
profit before taxation 850 693 313 286 296 
taxation – excluding deferred tax on goodwill 301 204 180 155 133
taxation – deferred tax on goodwill 01 32 – – – 
taxation 302 236 180 155 133
profit for the year 548 457 133 131 163 
attributable to
equity holders of the parent company 521 436 118 124 159 
minority interests 27 21 15 07 04 
548 457 133 131 163 
net assets employed
noncurrent assets 5158 5042 4795 2625 2860
net current assetsliabilities 304 473 638 47 99 
5462 5515 4157 2578 2959 
noncurrent liabilities 3983 4467 3390 2261 2529
net assets 1479 1048 767 317 430 
basic earnings per share 118p 100p 28p 33p 43p 
dividends per share 40p 35p 30p 26p 24p 
96 tns annual report 2005 design and production martin devlin sharon crocker  photography tim barker getty images  print beacon press
wit imagination intelligence attitude  taylor nelson sofres plc
tns house  westgate  london  w5 1ua  united kingdom
tel 44 020 8967 0007  fax 44 020 8967 4060
wwwtnsglobalcom
wit  imagination  intelligence  attitude


Summary:
 the sixth sense of business
™
1
■ underlying revenue up 41 stronger performance in 
second half
■ adjusted operating proﬁt up 95 adjusted operating margin
up 40 basis points to 113
■ adjusted earnings per share up 157 to 147p
■ total dividend per share raised by 143 to 40p
■ strong cash generation in second half net debt reduced 
to £2954m
business performance 2005 2004 change 
revenue £9990m £9453m 57
adjusted operating profit £1126m £1028m 95
adjusted operating margin 113 109
adjusted profit before tax £978m £810m 207
adjusted earnings per share 147p 127p 157
total dividend per share 40p 35p 143
statutory results
operating profit £998m £911m 95
profit before tax £850m £693m 227
earnings per share 118p 100p 180
 adjusted results are before goodwill impairment share based payments amortisation of acquired intangible assets exceptional
pension curtailment credit and integration costs earnings per share are shown before deferred tax on goodwill underlying revenue
is defined on page 12 
financial highlights