UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

 

Dated 12 November 2008

 

Commission File Number: 001-10086

 

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

 

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE RG14 2FN, ENGLAND

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F     ü                Form 40-F          

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

     

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

     

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes                             No      ü    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        

 

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-144978), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-81825) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149634) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 


 

This Report on Form 6-K contains the following items:

 

(a)                                 Chief Executive’s Statement;

 

(b)                                 Business Review;

 

(c)                                 Half-year Condensed Consolidated Financial Statements of Vodafone Group Plc

 

Certain information listed above is taken from the previously published results announcement of Vodafone for the six months ended 30 September 2008 (‘Half-Year Financial Report’). This document does not update or restate any of the financial information set forth in the Half-Year Financial Report.

 

This document should be read in conjunction with the Group’s Annual Report on Form 20-F for the year ended 31 March 2008, in particular the following sections:

 

·                  the information contained under the “Key Performance Indicators” on pages 30 and 31;

 

·                  the information contained under “Operating Results” on pages 32 to 50;

 

·                  the information contained under “Liquidity and Capital Resources” on pages 55 to 58; and

 

·                  the Consolidated Financial Statements on page 88 to 131;

 

The terms ‘Vodafone’, the ‘Group’, ‘we’, ‘our’ and ‘us’ refer to the Company, and as applicable, its subsidiary undertakings and/or its interest in joint ventures and/or associated undertakings.

 

 

 

 

Exhibit 7

 

·                  Computation of ratio of earnings to fixed charges

 

 


 

CHIEF EXECUTIVE’S STATEMENT

 

The first half results reflect a solid overall performance in a challenging operating and a weaker macro economic environment.

 

Group revenue increased by 17.1% to £19.9 billion, substantially due to foreign currency benefits, with organic growth of 0.9%. The Group is increasingly focused on cash flow generation. Free cash flow excluding licence and spectrum payments increased by 15.9% to £3.1 billion, with foreign currency again a key driver as well as lower tax payments, offsetting the lower dividends received from SFR.

 

Europe revenue increased by 14.3% to £14.5 billion. Revenue fell by 1.1% on an organic basis, with ongoing price pressure on core voice and messaging services largely compensated by continued strong data growth. Margins declined in line with our expectations, driven by higher customer costs and investment in fixed line services. Italy and Germany continue to execute well and Spain has stabilised in the second quarter. We underperformed recently in the UK but have put in place appropriate actions. Capital intensity for the total of Europe and common functions was kept stable compared to last year at 8.4%. Europe operating free cash flow remained solid at £3.6 billion.

 

In EMAPA, revenue grew by 25.7% to £5.4 billion driven by the India acquisition last year. On a pro forma basis, revenue grew by 14.4%. Organic growth was 8.8%, with strong growth in Vodacom and Egypt offset by a weaker performance in Turkey. EMAPA operating free cash flow excluding licence and spectrum payments was stable at £0.5 billion, after investing £0.6 billion in India. India revenue grew by 41% on a like for like basis, with a reduction in margin driven largely by pricing pressures, the impact from IT outsourcing and initial launch costs in new circles. We continue to invest significantly in the network in India to drive customer growth and scale in this low penetration market. We have had to reduce the carrying value of Turkey by £1.7 billion to reflect higher, market driven, discount rates, together with the effects of a tougher competitive environment. Our turnaround in Turkey is taking longer than we anticipated and we are focusing on completing our network optimisation and improving distribution as priorities.

 

Adjusted operating profit increased by 10.5% to £5.8 billion reflecting foreign currency benefits and strong growth in Verizon Wireless. Adjusted earnings per share increased by 17.1% to 7.52 pence, largely driven by foreign exchange benefits and a further reduction in tax rates.

 

Strategy review

 

In May 2006, we formulated a five point strategy which served us well for more than two years. We have broadly maintained or improved share against our largest or reference competitors in most of our markets and delivered on our key cost targets. We have increased the share of revenue from non-core mobile services from 10% to 15% and we also successfully increased our exposure to higher growth markets. Our dividend policy resulted in an average annual increase of 11% in dividends and our capital structure policy has proved right for the business, particularly in the current market context.

 

However, a number of challenges have evolved. Elasticity on core voice and messaging services remains below one, competitive and regulatory pressures continue to be strong, and recently we have not met our expectations in some markets. We are clearly entering into a more difficult macro economic environment. These factors led the Board to conclude that we should review whether the strategy established in May 2006 remained appropriate for the current environment.

 

The fundamentals of Vodafone and our industry continue to be attractive; the sector leaders continue to be able to generate strong cash flow. In terms of revenue prospects, whilst prices are likely to continue to decrease in Europe, the scope for usage growth remains significant, as demonstrated in markets such as the US and India. Mobile data is also proving to be in high demand: effective communications drive productivity benefits, meaning businesses and individuals need more, not less, of our services. A greater range of data devices and portable computers, at increasingly lower costs, are enlarging the addressable market. On the cash cost side, only about a third of our operating costs are fixed, and about a quarter depend on growth in voice minutes and data traffic. We controlled these costs well over the last two years. The remaining component of costs, some 40%, is market driven, providing significant scope for us to adapt in the event of greater economic pressures. Overall, our current European capital intensity of around 10% of revenue already contains a component of investment for growth.

 

Vodafone has three key attributes which strongly differentiate us from our competitors: firstly, our scale in technology with which we continue to drive network and IT savings through consolidation and centralisation of core activities; secondly, our strong presence in the enterprise market, in large corporates as well as in small and medium sized businesses, as a consequence of the consistently high quality of our products and services; and finally, our brand, especially in consumer pull markets.

 

Our strategy will now be focused on four key objectives: drive operational performance, pursue growth opportunities in total communications, execute in emerging markets and strengthen capital discipline.

 

We will drive operational performance through customer value enhancement, rather than revenue stimulation, and cost efficiency. Value enhancement involves maximising the value of our existing customer relationships, not just the revenue. We will shift our approach away from unit pricing and unit based tariffs to propositions that deliver much more value to our customers in return for

 

3


 

greater commitment, incremental penetration of the account or more balanced commercial costs. This will require a more disciplined approach to commercial costs to ensure our investment is focused on those customers with higher lifetime value. In essence, we are confident that by targeting our offers, we can deliver more value to our customers and have a better financial outcome for Vodafone. Customer value enhancement replaces revenue stimulation.

 

Cost efficiency requires us to continue to deliver scale benefits through optimisation of operating and capital expenditure. We have a significant number of cost programmes across the Group which we expect to reduce current operating costs by approximately £1 billion per annum by the 2011 financial year to offset the pressures from cost inflation and the competitive environment and to enable investment in revenue growth opportunities. As a result, on a like for like basis, we are targeting broadly stable operating costs in Europe and for operating costs to grow at a lower rate than revenue in EMAPA between the 2008 and 2011 financial years. Capital intensity is expected to be at or below 10% over this period in Europe and to trend to European levels in EMAPA over the longer term.

 

On growth opportunities, the three target areas are Mobile data, Enterprise and Broadband. We have already made significant progress on mobile data, with annualised revenue of £2.8 billion, but the opportunity remains significant with the penetration of data devices still relatively low in Europe and almost nil in emerging markets. In enterprise, we have a strong position in core mobile services and we have built a solid presence in 18 months in multi-national accounts through Vodafone Global Enterprise. Our strategy is to leverage this strength to expand our offerings into the broader enterprise communications market locally, serving SoHo and SMEs with shared platforms and services, supported by our local sales forces. For broadband, we continue to adopt a market by market approach focused on the service, rather than the technology, and targeted at enterprise and high value consumers as a priority.

 

We are already represented in most of the key emerging markets where significant growth is expected in the coming years. Our principal focus now will be on execution in these markets, in particular in India, Turkey and our African footprint following our recent agreement to acquire control of Vodacom. We will also seek to maximise the mobile data opportunity. There are few potential large new markets of interest to us and we will be cautious and selective on future expansion.

 

The final objective is capital discipline. We remain committed to our low single A rating target, which we consider to be appropriate in the current environment, and comfortable with our liquidity position. Our focus is on free cash flow generation and ensuring appropriate investment in our existing businesses. We see increasing dividends as the primary reward to shareholders. Given our credit rating and the current level of cash flow and dividends, this leaves limited debt capacity.

 

We see in-market consolidation as a positive for our industry and we would support consolidation. As previously mentioned, our focus is principally on our existing emerging markets rather than expansion and any significant acquisition would likely need to be funded through portfolio disposals. We remain focused on value creation for our non-controlled assets. Verizon Wireless is one of the leading assets in an attractive market and we are increasingly co-operating on terminals, enterprise and future technology to deliver further value for the Group.

 

The Board has reviewed the present dividend policy in the light of recent foreign exchange rate volatility, the impact of amortisation of acquired intangible assets and the current economic environment and has concluded that it should instead adopt a progressive policy, where dividend growth reflects the underlying trading and cash performance of the Group. Accordingly, the interim dividend for the current financial year will be increased by 3.2% to 2.57 pence per share.

 

For the current year, we have updated our outlook to reflect the environment we are operating in and beneficial changes in foreign exchange rates. The Group is now expecting a slight increase in the level of free cash flow generation notwithstanding a reduction in underlying expectations for revenue and adjusted operating profit.

 

Our updated strategy repositions us appropriately in the current environment. We need to improve execution in our existing businesses and deliver on our cost targets. We will pursue growth in total communications and focus on our existing emerging markets, with only selective and cautious footprint expansion. Finally, we must strengthen our approach to capital discipline. Our priority is free cash flow generation and we will continue to target £5 billion to £6 billion of free cash flow per annum, excluding licence and spectrum payments and any potential CFC tax settlement.

 

We have the right assets and the right strategy to ensure Vodafone continues to be an industry leading player and deliver attractive returns to shareholders.

 

4


 

GROUP FINANCIAL AND OPERATING HIGHLIGHTS

 

 

 

 

 

2008

 

2007

 

Change %

 

 

 

Page

 

£m

 

£m

 

Reported

 

Organic

 

Financial information(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

25

 

19,902

 

16,994

 

17.1

 

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

25

 

4,071

 

5,208

 

(21.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

25

 

3,314

 

4,560

 

(27.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

25

 

2,169

 

3,327

 

(34.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (pence)

 

25

 

4.04p

 

6.22p

 

(35.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalised fixed asset additions(2)

 

36

 

2,380

 

1,982

 

20.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flow from operating activities

 

20, 31

 

6,065

 

4,860

 

24.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance reporting(1) (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

7, 38

 

5,771

 

5,223

 

10.5

 

(1.0

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted profit before tax

 

38

 

5,288

 

4,701

 

12.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted profit for the period attributable to equity shareholders

 

9, 38

 

3,985

 

3,397

 

17.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted basic earnings per share (pence)

 

9, 38

 

7.52p

 

6.42p

 

17.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow excluding licence and spectrum payments

 

20

 

3,101

 

2,675

 

15.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow(4)

 

20

 

2,429

 

2,661

 

(8.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net debt(2)

 

21

 

27,715

 

23,253

 

19.2

 

 

 

 

This Half-Year Financial Report contains certain information on the Group’s results and cash flows that have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure and should be read in conjunction with the equivalent IFRS measure. Further disclosures are provided under “Use of non-GAAP financial information” on page 34.

 

Notes:

(1)

 

Amounts presented at 30 September or for the six months then ended.

(2)

 

See page 43 for definition of terms.

(3)

 

Where applicable, these measures are stated excluding non-operating income of associates, impairment losses and other income and expense, amounts in relation to equity put rights and similar arrangements (see note 2 in investing income and financing costs on page 8) and certain foreign exchange differences. See page 34 for use of non-GAAP financial information.

(4)

 

Includes licence and spectrum payments of £672 million (2007: £14 million), of which £647 million relates to Vodafone Qatar.

 

5


 

OUTLOOK FOR THE 2009 FINANCIAL YEAR

 

Please see page 34 for use of non-GAAP financial information, page 43 for definition of terms and page 44 for forward-looking statements.

 

 

 

Previous
outlook(1)

 

Operational

 

Acquisitions

 

Foreign exchange(2)

 

Updated outlook(3)

 

 

 

£billion

 

£billion

 

£billion

 

£billion

 

£billion

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

Around 39.8

 

(1.0

)

0.2

 

0.3

 

38.8 to 39.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

11.0 to 11.5

 

(0.4

)

 

0.4

 

11.0 to 11.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalised fixed asset additions

 

5.3 to 5.8

 

(0.2

)

0.1

 

 

5.2 to 5.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow(4)

 

5.1 to 5.6

 

0.1

 

(0.1

)

0.1

 

5.2 to 5.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

 

 

 

 

 

 

 

 

 

 

 

(1)

 

On 22 July 2008, the Group updated its original expectations, indicating revenue was expected to be around the lower end of the quoted £39.8 billion to £40.7 billion range.

(2)

 

The Group’s outlook update reflects current expectations for average foreign exchange rates for the second half of the 2009 financial year of approximately £1:€1.26 (full year average of €1.26; originally €1.30) and £1:US$1.67 (full year average of US$1.80; originally US$1.96). A substantial majority of the Group’s revenue, adjusted operating profit, capitalised fixed asset additions and free cash flow is denominated in currencies other than sterling, the Group’s reporting currency.

(3)

 

The updated outlook includes the impact of the Group’s acquisition of stakes in Ghana, Qatar and Poland and by SFR of Neuf Cegetel. The outlook does not reflect the additional 15% stake in Vodacom, as this is not expected to be material in the 2009 financial year, or Verizon Wireless’ pending acquisition of Alltel.

(4)

 

Excludes spectrum and licence payments, but includes estimated payments in respect of long standing tax issues.

 

 

 

 

Operating conditions are expected to continue to be challenging in Europe given ongoing competitive and regulatory pressures and recent economic conditions in certain markets. Whilst the current economic environment is also impacting emerging markets, increasing market penetration is expected to continue to result in overall strong growth for the EMAPA region.

 

As a result of these factors, revenue is now expected to be in the range of £38.8 billion to £39.7 billion, with the lower operational performance being partially offset by foreign exchange movements and recent acquisitions.

 

Adjusted operating profit is still expected to be in the £11.0 billion to £11.5 billion range.  Cost programmes and direct cost savings are expected to mitigate a significant proportion of the revenue shortfall, with foreign exchange benefits offsetting the balance.

 

The outlook ranges reflect updated assumptions for average foreign exchange rates for the 2009 financial year, which are beneficial compared to the original assumptions both for the euro and the US dollar, but given recent volatility are potentially subject to further material change. A one eurocent change in the sterling/euro exchange rate in the second half of the financial year would impact revenue by approximately £100 million and adjusted operating profit by approximately £30 million. A one US cent change in the sterling/US dollar exchange rate would impact adjusted operating profit by approximately £10 million.

 

Total depreciation and amortisation charges are still anticipated to be around £6.5 billion to £6.6 billion, higher than the 2008 financial year, primarily as a result of the ongoing investment in capital expenditure in India and the impact of changes in foreign exchange rates.

 

The Group now expects capitalised fixed asset additions to be in the range of £5.2 billion to £5.7 billion, slightly lower than previously envisaged, reflecting cost control as a consequence of lower expected revenue. Capital intensity for the total of the Europe region and common functions is still expected to be around 10%, with significant investment in growth being maintained in India.

 

Free cash flow excluding spectrum and licence payments is now expected to be in the range of £5.2 billion to £5.7 billion, higher than previously expected, with adverse operating cash flow offset by lower capital expenditure and tax payments and beneficial foreign exchange movements.

 

6


 

CONTENTS

 

 

Page

 

Financial results

 

7

 

Liquidity and capital resources

 

20

 

Significant transactions

 

22

 

Regulation

 

23

 

Condensed consolidated financial statements

 

25

 

Use of non-GAAP financial information

 

34

 

Additional investor information and key performance indicators

 

36

 

Other information (including forward-looking statements)

 

43

 

 

 

 

 

 

FINANCIAL RESULTS

 

GROUP RESULTS(1)

 

 

 

 

 

 

 

Common

 

 

 

Six months ended
30 September

 

 

 

 

 

 

 

Europe

 

EMAPA

 

Functions

 

Eliminations

 

2008

 

2007

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

9,147

 

4,121

 

 

(1

)

13,267

 

11,781

 

 

 

 

 

Messaging revenue

 

1,734

 

437

 

 

 

2,171

 

1,888

 

 

 

 

 

Data revenue

 

1,145

 

246

 

 

 

1,391

 

936

 

 

 

 

 

Fixed line revenue

 

1,199

 

38

 

 

 

1,237

 

802

 

 

 

 

 

Other service revenue

 

429

 

217

 

 

(72

)

574

 

480

 

 

 

 

 

Total service revenue

 

13,654

 

5,059

 

 

(73

)

18,640

 

15,887

 

17.3

 

0.9

 

Other revenue

 

826

 

349

 

93

 

(6

)

1,262

 

1,107

 

 

 

 

 

Total revenue

 

14,480

 

5,408

 

93

 

(79

)

19,902

 

16,994

 

17.1

 

0.9

 

Direct costs

 

(3,291

)

(1,574

)

(4

)

73

 

(4,796

)

(3,908

)

 

 

 

 

Customer costs

 

(3,960

)

(1,207

)

(116

)

 

(5,283

)

(4,426

)

 

 

 

 

Operating expenses

 

(1,988

)

(925

)

327

 

6

 

(2,580

)

(2,095

)

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(45

)

(346

)

 

 

(391

)

(327

)

 

 

 

 

Purchased licence

 

(454

)

(36

)

 

 

(490

)

(449

)

 

 

 

 

Other

 

(1,575

)

(698

)

(110

)

 

(2,383

)

(2,009

)

 

 

 

 

Share of result in associates

 

296

 

1,496

 

 

 

1,792

 

1,443

 

 

 

 

 

Adjusted operating profit

 

3,463

 

2,118

 

190

 

 

5,771

 

5,223

 

10.5

 

(1.0

)

Impairment loss

 

 

 

 

 

 

 

 

 

1,700

 

-

 

 

 

 

 

Other income and expense

 

 

 

 

 

 

 

 

 

-

 

(15

)

 

 

 

 

Operating profit

 

 

 

 

 

 

 

 

 

4,071

 

5,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

(1)

 

The Group revised its presentation of revenue and costs during the period. Further details of this change are provided under the heading “Change in presentation” on page 43.

 

Revenue

 

Revenue increased by 17.1% to £19.9 billion, with the net impact of acquisitions and disposals, principally the acquisition of Vodafone Essar, contributing 3.7 percentage points and favourable exchange rates, mainly due to the movement in the sterling/euro exchange rate, contributing 12.5 percentage points to revenue growth. Including India and Tele2 in Italy and Spain, revenue growth was 2.6%, assuming constant exchange rates and the Group owned the businesses for the whole of the previous year.

 

Europe achieved revenue growth of 14.3%, but fell by 1.1% on an organic basis for the six months ended 30 September 2008. Strong organic data revenue growth, primarily driven by increased penetration of mobile PC connectivity devices, was more than offset by declines in mobile voice revenue following continued competitive pressures and regulatory reductions of termination and roaming rates.

 

EMAPA revenue increased by 25.7%, or 8.8% on an organic basis, for the six months ended 30 September 2008, with 8.4% organic growth for the second quarter. The customer base rose by 12.8 million to 131.9 million at 30 September 2008. India in particular performed well, contributing revenue growth of 41%, assuming the Group owned the business for the whole of the previous year. The organic growth rate in the region was lower than in the previous year as a result of increased competition in key markets as they mature and due to the inclusion of Turkey in the organic calculations for the first time.

 

7


 

Operating profit

 

Operating profit decreased to £4.1 billion, compared to £5.2 billion for the same period in the prior year, due to the growth in adjusted operating profit, offset by an impairment loss of £1.7 billion in relation to Vodafone Turkey.

 

Adjusted operating profit increased by 10.5% to £5.8 billion, but decreased by 1.0% on an organic basis. Favourable exchange rates, predominantly the sterling/euro exchange rate, contributed 11.9 percentage points, whilst acquisitions and disposals reduced adjusted operating profit growth by 0.4 percentage points.

 

In Europe, adjusted operating profit grew by 5.9% to £3.5 billion, but declined by 7.7% on an organic basis. Europe’s margin decreased when compared to the same period last year, principally from higher customer costs and the Group’s increasing focus on fixed line services, such as the businesses acquired from Tele2 in Italy and Spain.

 

Adjusted operating profit in EMAPA increased by 21.4%, or 14.9% on an organic basis, to £2.1 billion, mainly due to the continued rise in the customer base. The margin in EMAPA fell, driven by the decline in the margin in India and Australia.

 

The Group’s share of the results of associates rose to £1.8 billion, largely due to the performance of Verizon Wireless, which increased by 20.6% in local currency.

 

Investment income and financing costs

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

Investment income

 

501

 

382

 

Financing costs

 

(1,244

)

(1,280

)

 

 

(743

)

(898

)

 

 

 

 

 

 

Analysed as:

 

 

 

 

 

Net financing costs before dividends from investments

 

(370

)

(394

)

Potential interest charges arising on settlement of outstanding tax issues

 

(221

)

(200

)

Dividends from investments

 

108

 

72

 

 

 

(483

)

(522

)

Foreign exchange(1)

 

86

 

(90

)

Equity put rights and similar arrangements(2)

 

(346

)

(286

)

 

 

(743

)

(898

)

 

Notes:

(1)

 

Comprises foreign exchange differences reflected in the income statement in relation to certain intercompany balances and the foreign exchange differences on financial instruments received as consideration in the disposal of Vodafone Japan to SoftBank in April 2006.

(2)

 

Includes amounts in relation to put rights and similar arrangements held by minority interest holders in certain of the Group’s subsidiaries. The valuation of these financial liabilities is inherently unpredictable and changes in the fair value could have a material impact on the future results and financial position of Vodafone. The amount for the six months ended 30 September 2007 also includes a charge of £333 million representing the initial fair value of the put options granted over the Essar Group’s interest in Vodafone Essar, which was recorded as an expense. Further details of these options are provided on page 58 of the Group’s Annual Report for the year ended 31 March 2008.

 

Net financing costs before dividends from investments decreased by 6.1% to £370 million, primarily due to favourable changes in the fair value of interest rate hedging instruments, partially offset by unfavourable exchange rate movements impacting the translation into sterling. The interest charge resulting from the 24.9% increase in average net debt was minimised due to changes in currency mix of debt and significantly lower interest rates for debt denominated in US dollars. At 30 September 2008, the provision for potential interest charges arising on settlement of outstanding tax issues was £1,826 million (31 March 2008: £1,577 million).

 

8


 

Taxation

 

The effective tax rate, exclusive of the impairment loss, for the six months ended 30 September 2008 was 24.2% compared with 27.0% in the same period last year, with the change due primarily to a lower weighted average statutory rate and structural benefits from the ongoing enhancement of the Group’s internal capital structure. The effective tax rate including impairment the loss was 34.6% (2007: 27.0%).

 

Earnings per share

 

Adjusted earnings per share increased by 17.1% to 7.52 pence for the six months ended 30 September 2008, with substantially all of the increase arising from movements in exchange rates. Basic earnings per share decreased by 35.0% to 4.04 pence, primarily due to the impairment loss of £1.7 billion in relation to Vodafone Turkey.

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

Profit from continuing operations attributable to equity shareholders

 

2,140

 

3,290

 

Adjustments:

 

 

 

 

 

Impairment loss

 

1,700

 

-

 

Other income and expense

 

-

 

15

 

Non-operating income and expense(1)

 

14

 

(250

)

Foreign exchange(2)

 

(86

)

90

 

Equity put rights and similar arrangements(2)

 

346

 

286

 

 

 

1,974

 

141

 

 

 

 

 

 

 

Tax on the above items

 

(129

)

(19

)

Recognition of pre-acquisition deferred tax asset

 

-

 

(15

)

Adjusted profit from continuing operations attributable to equity shareholders

 

3,985

 

3,397

 

 

 

 

 

 

 

 

 

million

 

million

 

Weighted average number of shares outstanding – basic

 

53,006

 

52,935

 

Weighted average number of shares outstanding – diluted

 

53,205

 

53,116

 

 

Notes:

(1)

 

The £250 million adjustment for the six months ended 30 September 2007 represents the profit on disposal of the Group’s 5.60% stake in Bharti Airtel.

(2)

 

See notes 1 and 2 in investment income and financing costs on page 8.

 

9


 

EUROPE RESULTS(1)

 

 

Germany

 

Italy

 

Spain

 

UK

 

Arcor

 

Other

 

Eliminations

 

Europe

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

Six months ended 30 September 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

2,014

 

1,721

 

1,997

 

1,638

 

8

 

1,814

 

(45

)

9,147

 

 

 

 

 

Messaging revenue

 

364

 

392

 

208

 

472

 

1

 

298

 

(1

)

1,734

 

 

 

 

 

Data revenue

 

365

 

182

 

186

 

226

 

 

186

 

 

1,145

 

 

 

 

 

Fixed line revenue

 

46

 

190

 

121

 

15

 

896

 

45

 

(114

)

1,199

 

 

 

 

 

Other service revenue

 

94

 

75

 

158

 

125

 

 

148

 

(171

)

429

 

 

 

 

 

Total service revenue

 

2,883

 

2,560

 

2,670

 

2,476

 

905

 

2,491

 

(331

)

13,654

 

14.6

 

(1.0

)

Other revenue

 

125

 

92

 

218

 

238

 

16

 

145

 

(8

)

826

 

 

 

 

 

Total revenue

 

3,008

 

2,652

 

2,888

 

2,714

 

921

 

2,636

 

(339

)

14,480

 

14.3

 

(1.1

)

Direct costs

 

(502

)

(602

)

(617

)

(801

)

(448

)

(633

)

312

 

(3,291

)

 

 

 

 

Customer costs(2)

 

(793

)

(485

)

(941

)

(911

)

(183

)

(666

)

19

 

(3,960

)

 

 

 

 

Operating expenses

 

(389

)

(375

)

(334

)

(372

)

(121

)

(405

)

8

 

(1,988

)

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

(27

)

(4

)

(9

)

 

(5

)

 

(45

)

 

 

 

 

Purchased licence

 

(199

)

(45

)

(3

)

(166

)

 

(41

)

 

(454

)

 

 

 

 

Other

 

(359

)

(258

)

(270

)

(321

)

(65

)

(302

)

 

(1,575

)

 

 

 

 

Share of result in associates

 

 

 

 

 

 

296

 

 

296

 

 

 

 

 

Adjusted operating profit

 

766

 

860

 

719

 

134

 

104

 

880

 

 

3,463

 

5.9

 

(7.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended 30 September 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,823

 

1,521

 

1,766

 

1,776

 

 

1,591

 

(36

)

8,441

 

 

 

 

 

Messaging revenue

 

348

 

317

 

181

 

433

 

 

248

 

 

1,527

 

 

 

 

 

Data revenue

 

254

 

114

 

156

 

173

 

 

120

 

 

817

 

 

 

 

 

Fixed line revenue

 

7

 

10

 

9

 

12

 

758

 

16

 

(32

)

780

 

 

 

 

 

Other service revenue

 

83

 

63

 

139

 

109

 

 

129

 

(175

)

348

 

 

 

 

 

Total service revenue

 

2,515

 

2,025

 

2,251

 

2,503

 

758

 

2,104

 

(243

)

11,913

 

 

 

 

 

Other revenue

 

135

 

72

 

188

 

214

 

10

 

139

 

(2

)

756

 

 

 

 

 

Total revenue

 

2,650

 

2,097

 

2,439

 

2,717

 

768

 

2,243

 

(245

)

12,669

 

 

 

 

 

Direct costs

 

(447

)

(437

)

(490

)

(781

)

(346

)

(548

)

243

 

(2,806

)

 

 

 

 

Customer costs(2)

 

(724

)

(332

)

(742

)

(851

)

(160

)

(535

)

2

 

(3,342

)

 

 

 

 

Operating expenses

 

(329

)

(292

)

(258

)

(351

)

(124

)

(333

)

 

(1,687

)

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

 

 

(11

)

 

(4

)

 

(15

)

 

 

 

 

Purchased licence

 

(170

)

(39

)

(3

)

(166

)

 

(35

)

 

(413

)

 

 

 

 

Other

 

(336

)

(221

)

(231

)

(314

)

(46

)

(250

)

 

(1,398

)

 

 

 

 

Share of result in associates

 

 

 

 

 

 

261

 

 

261

 

 

 

 

 

Adjusted operating profit

 

644

 

776

 

715

 

243

 

92

 

799

 

 

3,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

%

 

%

 

%

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

(5.4

)

(3.1

)

(3.2

)

(7.8

)

 

(2.5

)

 

 

 

 

 

 

 

 

Messaging revenue

 

(10.3

)

5.9

 

(1.4

)

9.0

 

 

2.8

 

 

 

 

 

 

 

 

 

Data revenue

 

22.5

 

36.8

 

1.6

 

30.6

 

 

33.8

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

411.1

 

1,483.3

 

1,110.0

 

25.0

 

1.1

 

150.0

 

 

 

 

 

 

 

 

 

Other service revenue

 

(1.1

)

1.4

 

(3.7

)

14.7

 

 

(1.3

)

 

 

 

 

 

 

 

 

Total service revenue

 

(1.8

)

8.2

 

1.5

 

(1.1

)

2.1

 

1.4

 

 

 

 

 

 

 

 

 

Other revenue

 

(20.9

)

8.2

 

 

11.2

 

45.5

 

(11.0

)

 

 

 

 

 

 

 

 

Total revenue

 

(2.8

)

8.2

 

1.4

 

(0.1

)

2.7

 

0.6

 

 

 

 

 

 

 

 

 

Direct costs

 

(3.8

)

18.3

 

7.9

 

2.6

 

10.6

 

(1.1

)

 

 

 

 

 

 

 

 

Customer costs

 

(6.3

)

25.0

 

8.5

 

7.1

 

(1.6

)

6.7

 

 

 

 

 

 

 

 

 

Operating expenses

 

1.3

 

9.3

 

11.0

 

6.0

 

(16.6

)

4.1

 

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

2,600.0

 

 

(18.2

)

 

25.0

 

 

 

 

 

 

 

 

 

Purchased licence

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

(8.4

)

(0.4

)

 

2.2

 

20.4

 

(9.6

)

 

 

 

 

 

 

 

 

Share of result in associates

 

 

 

 

 

 

(3.0

)

 

 

 

 

 

 

 

 

Adjusted operating profit

 

1.9

 

(5.0

)

(13.9

)

(44.9

)

(2.8

)

(5.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1)

 

The Group revised its presentation of revenue and costs during the period. Further details of this change are provided under the heading “Change in presentation” on page 43.

(2)

 

Customer costs include £2,652 million (2007: £2,263 million) of acquisition and retention costs and £1,308 million (2007: £1,079 million) of other customer costs.

 

10


 

Revenue increased 14.3% for the six months ended 30 September 2008, but declined slightly by 1.1% on an organic basis, with the difference predominantly due to the impact of favourable exchange rate movements reflecting the 14.4% strengthening of the average sterling/euro rate, compared to the same period in the previous year, and the impact of businesses acquired from Tele2 in Italy and Spain. The competitive and regulatory environment in Europe remains challenging. Although new tariffs and promotions led to increased usage, they were more than offset by pricing pressures due to increased competition, lower termination rates and roaming regulation.

 

The organic decline in service revenue of 1.0% in the first half of the year compares to an increase of 1.9% in the second half of the prior financial year, principally reflecting tougher competitive and economic environments in Spain and the UK.  Underlying trends in the first and second quarters were broadly similar after taking into account the timing of Easter and a VAT refund in the UK in the second quarter of the prior financial year.

 

The impact of acquisitions and foreign exchange movements on service revenue and revenue growth are shown below:

 

 

 

Organic
change
%

 

Impact of acquisitions
and disposal
Percentage points

 

Impact of
exchange rates
Percentage points

 

Reported
change
%

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Germany

 

(1.8

)

 

16.4

 

14.6

 

Italy

 

0.9

 

7.3

 

18.2

 

26.4

 

Spain

 

(2.4

)

3.9

 

17.1

 

18.6

 

UK

 

(1.1

)

 

 

(1.1

)

Arcor

 

2.1

 

 

17.3

 

19.4

 

Other Europe

 

0.8

 

0.6

 

17.0

 

18.4

 

Europe

 

(1.0

)

2.2

 

13.4

 

14.6

 

 

 

 

 

 

 

 

 

 

 

Revenue - Europe

 

(1.1

)

2.0

 

13.4

 

14.3

 

 

Voice revenue declined by 4.3% on an organic basis as a result of:

 

·                  outgoing voice revenue falling by 2.4% on an organic basis to £6.5 billion, with an 11.6% increase in outgoing usage stemming from both increased usage per customer and new customer additions being more than offset by a 12.6% reduction in the effective price per minute from increased competition;

 

·                  incoming voice revenue decreasing by 7.2% on an organic basis to £1.7 billion, reflecting regulatory driven termination rate cuts, partially offset by4.0% growth in incoming voice usage; and

 

·                  roaming revenue declining by 11.8% on an organic basis to £0.7 billion, reflecting a fall in the average effective roaming rate per minute due to regulatory actions as well as the impact of the prior year UK VAT refund. These were partially offset by slowing growth in voice usage.

 

Messaging revenue grew by 1.4% at constant exchange rates. The growth rate slowed from the prior financial year following the high penetration of messaging promotions and options within bundled contracts.

 

Data revenue increased by 23.5% on an organic basis, with increased penetration of mobile PC connectivity devices, including the Vodafone Mobile Connect USB modem, as well as attractive tariff and commercial package offerings. Mobile email applications have also seen continued strong growth, while content downloads have slowed. The number of customers connected by handheld enterprise devices and mobile PC connectivity devices grew from 3.6 million at 30 September 2007 to 6.8 million at 30 September 2008.

 

Fixed line revenue decreased by 0.3% on an organic basis, principally due to declining revenue growth in Arcor’s legacy fixed voice services. Revenue growth from fixed broadband is subject to strong price pressure and a slowing economic environment, which outweighed the strong organic increase in the fixed broadband customer base to 3.9 million.

 

Other service revenue was up 9.7% on an organic basis, primarily due to continued growth in MVNOs.

 

11


 

Adjusted operating profit grew by 5.9%, but declined by 7.7% on an organic basis, with the difference largely attributable to favourable exchange rate movements. The table below sets out the impact of acquisitions and exchange rate movements on adjusted operating profit:

 

 

 

Organic
change
%

 

Impact of acquisitions
and disposals
Percentage points

 

Impact of
exchange rates
Percentage points

 

Reported
change
%

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Germany

 

1.6

 

0.3

 

17.0

 

18.9

 

Italy

 

(3.0

)

(2.0

)

15.8

 

10.8

 

Spain

 

(11.2

)

(2.7

)

14.5

 

0.6

 

UK

 

(44.9

)

 

 

(44.9

)

Arcor

 

(2.8

)

 

15.8

 

13.0

 

Other Europe

 

(7.5

)

1.7

 

15.9

 

10.1

 

Europe

 

(7.7

)

(0.6

)

14.2

 

5.9

 

 

The organic decline in adjusted operating profit was primarily driven by the organic reduction in revenue coupled with an increase in customer costs.

 

·                  Direct costs decreased by 0.7% on an organic basis, with a higher percentage of outgoing traffic terminating on the Group’s network and the consequential benefit from lower termination rates mitigating the increase in  volume of outgoing voice traffic terminating on networks of other operators.

 

·                  Customer costs grew by 3.0% on an organic basis, reflecting higher acquisition and retention costs following a change in the mix of gross additions from prepaid customers to higher value contract customers as well as a focus on retention of higher value contract customers.

 

·                  Operating expenses increased by 1.3% on an organic basis and remained broadly stable as a percentage of service revenue in comparison to the same period last year. Operating expenses benefited from a continued emphasis on cost control, particularly in technology from reduction of leased lines costs including migration to owned transmission, outsourcing activities, efficiencies in maintenance and data centre consolidation.

 

·                  Depreciation and amortisation remained stable on an organic basis in comparison with the same period last year.

 

Germany

 

Service revenue fell by 1.8% at constant exchange rates. The rate of decline in service revenue was lower than that in the prior year due to consumer fixed broadband growth and reduced rate of voice revenue declines, with increased on-network bundles. These tariffs led to some migration from messaging to voice revenue. Germany continued to experience price pressure in the prepaid market, with high levels of competition from resellers in particular, and in response Vodafone recently launched a simpler tariff portfolio. Data revenue growth remained strong at 22.5% at constant exchange rates, driven by performance of PC connectivity in the enterprise market segment.

 

At constant exchange rates, adjusted operating profit grew by 1.9%. The management focus on reducing costs led to a decrease in acquisition and retention costs, including reductions in the number of upgrades, increases in SIM-only contracts, improved equipment margins from higher selling prices for selected handsets and fewer promotions.

 

12


 

Italy

 

Organic growth in service revenue was 0.9%. Revenue growth has normalised, with the impact of regulatory cancellations of top-up fees in February 2007 now being included in both periods. During the period, Vodafone launched a number of commercial initiatives to stimulate voice and messaging usage on the Vodafone network. Revenue growth has also benefited from the continued increase in both the consumer and enterprise contract customer base, as well as strong data revenue growth from increased penetration of PC connectivity and email devices. As part of the increased focus on offering customers integrated solutions, ‘Vodafone Station’ was launched in June 2008, which offers both fixed line services in the home as well as immediate broadband connectivity when leaving the Vodafone store.

 

Adjusted operating profit declined 3.0% on an organic basis. Customer costs increased through the continued focus on obtaining higher value contract consumer and enterprise customers, which have higher acquisition costs than prepaid. The resources required for the introduction of Vodafone At Home and Vodafone Office services also increased expenses during the period. Reported margin also declined due to the acquisition of Tele2 in December 2007.

 

Spain

 

On an organic basis, service revenue declined by 2.4% in line with the decrease reported in the first quarter of this financial year. Although the customer base continued to rise, with a strong focus on contract customers, revenue growth remains challenging in a highly competitive market where customer behaviour is changing with the macro economic environment. Within data revenue, growth of PC connectivity revenue offset the impact of the introduction of new pricing plans for mobile internet and data roaming, the decreasing number of content downloads and lower promotional activity compared to the same period last year.

 

On an organic basis, adjusted operating profit decreased by 11.2%. Vodafone’s focus on contract customers has led to higher acquisition and retention costs in an increasingly competitive market. Managing churn remains a key focus in the current economic environment. Direct costs also increased from the adverse impact of mandatory costs related to universal service obligations. Reported margin also declined due to the acquisition of Tele2 in December 2007.

 

UK

 

Service revenue fell by 1.1%, including a 1.2 percentage point impact from the inclusion of a VAT refund in the prior period. The year on year growth rate slowed in the second quarter compared with the prior quarter as a result of competitive downward pressures on voice and messaging tariffs, primarily due to increased bundle sizes, a lower effective roaming price per minute due to regulation and slower customer base growth. Data revenue continued to show strong growth, driven primarily by higher penetration of consumer mobile broadband and mobile internet bundles. Other service revenue rose during the period, reflecting the higher traffic volumes with MVNOs.

 

Adjusted operating profit decreased by £109 million to £134 million, including a £30 million VAT refund in the prior period. Interconnect costs increased primarily due to higher usage in messaging services and data roaming, partially offset by a decrease in voice services due to a lower effective cost per minute. Retention costs rose significantly due to the benefit arising from the introduction in 2006 of 18 month contracts, resulting in a lower proportion of the contract base receiving upgrades in the prior period. Operating expenses grew, primarily due to the impact of the sterling/euro exchange rate on intercompany charges billed in euros. Otherwise, operating expenses were broadly stable year on year.

 

Arcor

 

On 19 May 2008, the Group acquired a 26.4% interest in Arcor, following which the Group owns 100% of Arcor.

 

Service revenue rose by 2.1% at constant exchange rates. Growth slowed during the second quarter as a result of the impact of the highly competitive environment driving increased promotions and higher tariff migrations. The growth in service revenue reflected continued strength of fixed broadband consumer growth offset by declining revenue from legacy fixed voice services. Arcor’s own customer base increased to 2.5 million which, combined with Vodafone Germany’s 0.4 million customers, brought the German fixed broadband customer base to 2.9 million at 30 September 2008.

 

13


 

Adjusted operating profit fell 2.8% at constant exchange rates. The larger fixed broadband customer base and increased access line fees caused direct costs to increase, partially offset by a decrease in operating expenses due to a €20 million (£16 million) VAT refund.

 

Other Europe

 

On an organic basis, service revenue rose by 0.8%. The Netherlands benefited from strong market share gains and customer base growth. Attractive voice promotions and higher penetration of PC connectivity devices contributed to the growth in Portugal. Growth was partially offset by a decline in Greece resulting from slowing customer base growth, mobile termination rate cuts and significant price reductions in the prepaid market segment.

 

Adjusted operating profit fell on an organic basis by 7.5%, reflecting a fall in Vodafone’s share in the results of associates, due to higher costs arising from the integration of Neuf Cegetel and SFR. In addition, Greece contributed to the decrease in operating profit due to the lower revenue in the period. This was partially offset by growth in Portugal due to general cost control at a time of increased take-up of fixed broadband.

 

Vivendi will report its third quarter results, including those of SFR, on 13 November 2008.

 

14


 

EMAPA RESULTS(1)

 

 

 

 

 

Middle East

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern

 

Africa

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

Europe

 

& Asia

 

Pacific

 

US

 

Eliminations

 

EMAPA

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

Six months ended 30 September 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,457

 

2,131

 

533

 

 

 

 

4,121

 

 

 

 

 

Messaging revenue

 

183

 

107

 

147

 

 

 

 

437

 

 

 

 

 

Data revenue

 

69

 

127

 

50

 

 

 

 

246

 

 

 

 

 

Fixed line revenue

 

10

 

9

 

19

 

 

 

 

38

 

 

 

 

 

Other service revenue

 

81

 

93

 

44

 

 

 

(1

)

217

 

 

 

 

 

Total service revenue

 

1,800

 

2,467

 

793

 

 

 

(1

)

5,059

 

25.7

 

8.2

 

Other revenue

 

72

 

167

 

110

 

 

 

 

349

 

 

 

 

 

Total revenue

 

1,872

 

2,634

 

903

 

 

 

(1

)

5,408

 

25.7

 

8.8

 

Direct costs

 

(559

)

(755

)

(261

)

 

 

1

 

(1,574

)

 

 

 

 

Customer costs(2)

 

(411

)

(469

)

(327

)

 

 

 

(1,207

)

 

 

 

 

Operating expenses

 

(288

)

(495

)

(142

)

 

 

 

(925

)

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(124

)

(222

)

 

 

 

 

(346

)

 

 

 

 

Purchased licence

 

(12

)

(15

)

(9

)

 

 

 

(36

)

 

 

 

 

Other

 

(272

)

(312

)

(114

)

 

 

 

(698

)

 

 

 

 

Share of result in associates

 

 

16

 

 

1,480

 

 

1,496

 

 

 

 

 

Adjusted operating profit

 

206

 

382

 

50

 

1,480

 

 

2,118

 

21.4

 

14.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended 30 September 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,200

 

1,664

 

476

 

 

 

 

3,340

 

 

 

 

 

Messaging revenue

 

150

 

88

 

123

 

 

 

 

361

 

 

 

 

 

Data revenue

 

46

 

48

 

25

 

 

 

 

119

 

 

 

 

 

Fixed line revenue

 

8

 

4

 

10

 

 

 

 

22

 

 

 

 

 

Other service revenue

 

69

 

77

 

37

 

 

 

 

183

 

 

 

 

 

Total service revenue

 

1,473

 

1,881

 

671

 

 

 

 

4,025

 

 

 

 

 

Other revenue

 

51

 

138

 

87

 

 

 

 

276

 

 

 

 

 

Total revenue

 

1,524

 

2,019

 

758

 

 

 

 

4,301

 

 

 

 

 

Direct costs

 

(466

)

(530

)

(216

)

 

 

 

(1,212

)

 

 

 

 

Customer costs(2)

 

(339

)

(397

)

(254

)

 

 

 

(990

)

 

 

 

 

Operating expenses

 

(241

)

(316

)

(114

)

 

 

 

(671

)

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(104

)

(208

)

 

 

 

 

(312

)

 

 

 

 

Purchased licence

 

(12

)

(16

)

(8

)

 

 

 

(36

)

 

 

 

 

Other

 

(191

)

(223

)

(103

)

 

 

 

(517

)

 

 

 

 

Share of result in associates

 

 

1

 

 

1,180

 

 

1,181

 

 

 

 

 

Adjusted operating profit

 

171

 

330

 

63

 

1,180

 

 

1,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

%

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

3.3

 

28.2

 

1.7

 

 

 

 

 

 

 

 

 

 

 

Messaging revenue

 

2.2

 

21.6

 

8.9

 

 

 

 

 

 

 

 

 

 

 

Data revenue

 

25.5

 

159.2

 

78.6

 

 

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

11.1

 

125.0

 

90.0

 

 

 

 

 

 

 

 

 

 

 

Other service revenue

 

(1.2

)

16.3

 

7.3

 

 

 

 

 

 

 

 

 

 

 

Total service revenue

 

3.7

 

31.0

 

7.5

 

 

 

 

 

 

 

 

 

 

 

Other revenue

 

20.0

 

26.5

 

14.6

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

4.3

 

30.7

 

8.3

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

2.2

 

42.5

 

10.1

 

 

 

 

 

 

 

 

 

 

 

Customer costs

 

3.0

 

20.6

 

15.5

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

2.1

 

57.6

 

13.6

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

5.1

 

8.8

 

 

 

 

 

 

 

 

 

 

 

 

Purchased licence

 

9.1

 

(16.7

)

 

 

 

 

 

 

 

 

 

 

 

Other

 

11.5

 

40.5

 

0.9

 

 

 

 

 

 

 

 

 

 

 

Share of result in associates

 

 

1500.0

 

 

20.6

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

0.5

 

12.7

 

(25.4

)

20.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1)

 

The Group revised its presentation of revenue and costs during the period. Further details of this change are provided under the heading “Change in presentation” on page 43.

(2)

 

Customer costs include £731 million (2007: £613 million) of acquisition and retention costs and £476 million (2007: £377 million) of other customer costs.

 

15


Revenue increased by 25.7%, or by 8.8% on an organic basis. Adjusted operating profit grew by 21.4%, or 14.9% on an organic basis. The difference between reported and organic growth was due to favourable exchange rate movements and merger and acquisition activity, primarily the positive impact of the acquisition of Vodafone Essar last year.

 

The impact of acquisitions, disposal and foreign exchange movements on service revenue, revenue and adjusted operating profit are shown below:

 

 

 

Organic
change
%

 

Impact of acquisitions
and disposal(1)
Percentage points

 

Impact of
exchange rates
Percentage points

 

Reported
change
%

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Eastern Europe

 

3.7

 

 

18.5

 

22.2

 

Middle East, Africa & Asia

 

15.8

 

15.2

 

0.2

 

31.2

 

Pacific

 

7.5

 

 

10.7

 

18.2

 

EMAPA

 

8.2

 

7.9

 

9.6

 

25.7

 

 

 

 

 

 

 

 

 

 

 

Revenue – EMAPA

 

8.8

 

7.7

 

9.2

 

25.7

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Eastern Europe

 

0.5

 

 

20.0

 

20.5

 

Middle East, Africa & Asia

 

11.5

 

1.2

 

3.1

 

15.8

 

Pacific

 

(25.4

)

 

4.8

 

(20.6

)

EMAPA

 

14.9

 

0.2

 

6.3

 

21.4

 

 

Note:

(1)

 

Impact of acquisitions and disposal includes the impact of the change in consolidation status of Safaricom from a joint venture to an associate in May 2008 following completion of the share allocation for the public offering of 25% of Safaricom’s shares previously held by the Government of Kenya.

 

The organic growth in revenue and adjusted operating profit was driven predominantly by the 16.0% organic increase in the average customer base of the region.

 

Eastern Europe

 

Service revenue rose by 3.7% and adjusted operating profit grew by 0.5%, both on an organic basis, with the performance in Romania being the main driver. The organic growth rates for the period were adversely impacted by the inclusion of Turkey in the organic calculation for the first time due to tough competitive and regulatory conditions in the market.

 

Romania

 

Service revenue grew by 7.4% at constant exchange rates, to £465 million. The average customer base rose by 12.3% and usage increased by 11.8% due to successful initiatives focusing on enterprise and contract customers, such as the Vodafone Complet package bundling a number of services for a flat fee, to offset strong competition in prepaid. This led to a positive impact on the contract customer mix and more than offset the impact of effective price per minute decreases. Romania recorded a strong rise in mobile PC connectivity devices and data revenue, resulting from successful data promotions and flexible access offers.

 

Adjusted operating profit increased by 5.2% at constant exchange rates to £101 million. Aggressive market competition and the anticipation of the impact of mobile number portability from October 2008 led to increased acquisition costs per customer, while other customer costs increased, primarily due to the continued trend towards direct distribution channels. As mobile penetration increased, the value per incremental customer decreased. Continued network development to support 3G data offerings and improve network coverage in rural areas led to higher depreciation and amortisation during the period.

 

Turkey

 

At constant exchange rates, service revenue increased by 0.5% to £607 million, with a year on year decline in the second quarter of 2.1%. Termination rate cuts during the half-year period impacted service revenue growth by 6.4 percentage points. Although the average customer base rose by 16.0%, the total customer base at 30 September was 0.3% lower than at 30 June 2008. The market was dominated by prepaid customers using multiple SIM cards to optimise use between networks, which led to falls in usage per customer and activity levels. Strong pricing and top-up campaigns by competitors and the fact that the Muslim festival of Ramadan, a period of traditional low customer activity, fell fully in the period and reduced revenue growth, particularly in the second quarter.

 

16


 

Adjusted operating profit declined by £17 million to £1 million. Direct costs benefited from termination rate cuts during the period. These benefits were offset by increases in other direct costs, as subscriber taxes grew in line with the rise in the customer base. Customer costs reflected the decline in customer additions in comparison to the prior period. Operating expenses grew, reflecting higher personnel costs due to business expansion and higher costs from the expansion of the network, which also impacted depreciation and amortisation.

 

The Turkish government is expected to auction 3G licences in November 2008.

 

Middle East, Africa and Asia

 

On an organic basis, service revenue grew by 15.8% and adjusted operating profit increased by 11.5%, both reflecting an increase in the organic average customer base.

 

Egypt

 

Service revenue grew by 17.5% at constant exchange rates to £550 million. The average customer base rose by 38.9% and usage per customer increased. These movements were partly offset by a fall in the effective price per minute reflecting increased competition and lower priced offerings in the marketplace. Data revenue, a small but growing revenue stream in Egypt, was higher following the launch of the Vodafone Mobile Connect USB modem and Vodafone Mobile Internet.

 

Adjusted operating profit rose by 9.8% at constant exchange rates to £190 million, with the growth in revenue more than offsetting an increase in costs. Direct costs increased as a result of the rise in prepaid airtime commissions and the timing of the launch of 3G in the Egypt market, with licensing costs only reflected in part of the prior period. The timing of the 3G launch in May 2007 and higher capital expenditure in the prior year impacted depreciation and amortisation. Customer costs grew in line with the increase in the average customer base.

 

Vodacom

 

At constant exchange rates, service revenue rose by 14.5% to £728 million, reflecting the 7.9% increase in the average customer base which took the Group’s share of Vodacom’s customers to 17.8 million. Usage per customer grew as a result of the Yebo4less tariff in South Africa which includes location and time based discounts. Strong growth in data revenue was driven by the increased penetration of mobile PC connectivity devices, as the absence of fixed line alternatives makes mobile data a more attractive offering. Data revenue also benefited from the launch of South Africa’s first high speed uplink packet access (‘HSUPA’) and the launch of Vodafone M-Pesa/Vodafone Money Transfer service in Tanzania.

 

Adjusted operating profit rose by 12.9% at constant exchange rates to £175 million. The growth in revenue more than offset the increasing cost base, which benefited from lower growth in customer costs as the South African market matures. The cost base was impacted by an increase in operating expenses due to continued expansion, investment in enterprise customers and high wage inflation.

 

India

 

Vodafone Essar, which was acquired in May 2007, achieved revenue of £1,178 million, growing by 41%, assuming the Group owned the business for the whole of both periods. Growth on this basis in the second quarter was 36% compared with 46% in the first quarter, with around five percentage points of the decline in growth rate being a result of market driven cuts and the balance attributable to a higher revenue base in the second quarter of the prior period. Net customer additions were 10.5 million, bringing the closing customer base to 54.6 million, an increase of 53.2% in comparison to the same date last year, and was achieved despite the increasingly competitive environment. Customer penetration in the Indian mobile market reached 27% at 30 September 2008.

 

Adjusted operating profit was £7 million. Customer costs increased at a lower rate than revenue, benefiting from economies of scale. Licensing costs increased as discounts received from the regulator in some service areas have been terminated. Network expansion continued, with an average of 2,000 base stations constructed per month during the period, including in new service areas, while site sharing increased and the joint venture, Indus Towers, launched and steadily increased its operations.

 

The Indian Government is expected to auction 3G spectrum during the current financial year.

 

17


 

Pacific

 

On an organic basis, service revenue grew by 7.5%. In Australia, the main drivers were the rise in the average customer base and the positive impact of the improving contract customer mix. In New Zealand, increased penetration of mobile PC connectivity devices and the 68.7% rise in the fixed broadband customer base led to the increase in service revenue.

 

On an organic basis, adjusted operating profit declined by 25.4%, predominantly due to the performance in Australia, where an increase in loss provision for a prepaid recharge vendor, higher customer costs reflecting increased competition and higher handset subsidies more than offset the revenue growth. This was partially offset by an increase in adjusted operating profit in New Zealand, where the increase in revenue was achieved on a stable cost base.

 

Associates

 

 

 

Six months ended 30 September

 

 

 

 

 

 

 

2008

 

2007

 

% change

 

 

 

£m

 

£m

 

£

 

$

 

 

 

 

 

 

 

 

 

 

 

Share of result of associates

 

 

 

 

 

 

 

 

 

Operating profit

 

1,632

 

1,366

 

19.5

 

14.9

 

Interest

 

(28

)

(65

)

(56.9

)

(57.8

)

Tax(1)

 

(93

)

(92

)

1.1

 

(3.7

)

Minority interest

 

(31

)

(29

)

6.9

 

5.3

 

 

 

1,480

 

1,180

 

25.4

 

20.6

 

 

 

 

 

 

 

 

 

 

 

Verizon Wireless (100% basis)

 

 

 

 

 

 

 

 

 

Total revenue (£m)

 

12,877

 

11,042

 

 

 

 

 

Closing customers (‘000)

 

70,808

 

63,699

 

 

 

 

 

Average monthly ARPU ($)

 

54.6

 

54.1

 

 

 

 

 

Blended churn

 

14.7

%

15.1

%

 

 

 

 

Messaging and data as a percentage of service revenue

 

23.7

%

18.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

(1)

 

The Group’s share of the tax attributable to Verizon Wireless relates only to the corporate entities held by the Verizon Wireless partnership and certain state taxes which are levied on the partnership. The tax attributable to the Group’s share of the partnership’s pre-tax profit is included within the Group tax charge.

 

Verizon Wireless, the Group’s associated undertaking in the US, produced another period of strong organic customer growth, with 2.9 million net customer additions, bringing its customer base to 70.8 million. This was achieved in a market where penetration reached an estimated 90% at 30 September 2008. Concentration on the high value contract segment and low customer churn driven by market leading customer loyalty led to the increase.

 

Service revenue growth was 11.9% at constant exchange rates, driven by the expanding customer base and a 0.9% increase in ARPU. Non-voice revenue continued to increase strongly, predominantly as a result of growth in data card, email and messaging services. Verizon Wireless continued to lay the foundations for future revenue growth through the expansion of an enhanced wireless broadband service which now covers a population of 260 million.

 

Verizon Wireless completed the acquisition of Rural Cellular Corporation during the period, adding 0.7m customers.

 

On 5 June 2008, Verizon Wireless agreed to acquire Alltel Corporation for $28.1 billion in cash and assumed debt. The transaction is expected to complete by 31 December 2008.

 

18


 

FINANCIAL POSITION

 

BALANCE SHEET

 

Non-current assets increased from £118.5 billion at 31 March 2008 to £121.0 billion at 30 September 2008, reflecting the increase in investments in associated undertakings of £4.1 billion. The increase benefited from the trading performance in Verizon Wireless, together with the effect of foreign exchange rate movements. Other intangible assets also increased, as asset additions, including £1.1 billion for a mobile licence in Qatar and the impact of foreign exchange rate movements were partially offset by amortisation. Goodwill decreased to £49.9 billion, primarily due to an impairment loss of £1.7 billion in relation to Vodafone Turkey.  The decrease in other investments was largely a result of changes in the fair value of the Group’s investments of £1.7 billion, primarily China Mobile.

 

Current assets decreased from £8.7 billion at 31 March 2008 to £8.3 billion at 30 September 2008. Increases in trade and other receivables of £0.1 billion were mitigated by the £0.6 billion decrease in cash and cash equivalents as analysed in the consolidated cash flow statement.

 

EQUITY SHAREHOLDERS’ FUNDS

 

Total equity shareholders’ funds decreased from £78.0 billion at 31 March 2008 to £76.4 billion at 30 September 2008. The £0.2 billion decrease in own shares held reflected the £1.0 billion buy back of shares completed in September 2008, less the cancellation of own shares held. Accumulated other recognised income and expense decreased by £0.2 billion as currency gains were more than offset by declines in the fair value of other investments. Retained losses benefited from the profit for the period of £2.2 billion less dividends of £2.7 billion and other items.

 

INFLATION

 

Inflation has not had a significant effect on the Group’s consolidated results of operations and financial condition during the six months ended 30 September 2008.

 

19


 

LIQUIDITY AND CAPITAL RESOURCES

 

CASH FLOWS AND FUNDING

 

 

 

Six months ended 30 September

 

 

 

 

 

2008
£m

 

2007
£m

 

%

 

 

 

 

 

 

 

 

 

Net cash inflow from operating activities

 

6,065

 

4,860

 

24.8

 

 

 

 

 

 

 

 

 

Taxation

 

1,079

 

1,487

 

 

 

 

 

 

 

 

 

 

 

Purchase of intangible fixed assets

 

(1,099

)

(320

)

 

 

Purchase of property, plant and equipment

 

(2,475

)

(1,902

)

 

 

Disposal of property, plant and equipment

 

61

 

13

 

 

 

Operating free cash flow

 

3,631

 

4,138

 

(12.3

)

 

 

 

 

 

 

 

 

Taxation

 

(1,079

)

(1,487

)

 

 

Dividends received from associated undertakings(1)

 

232

 

476

 

 

 

Dividends paid to minority shareholders in subsidiary undertakings

 

(78

)

(66

)

 

 

Dividends received from investments

 

108

 

72

 

 

 

Interest received

 

166

 

240

 

 

 

Interest paid

 

(551

)

(712

)

 

 

Free cash flow

 

2,429

 

2,661

 

(8.7

)

 

 

 

 

 

 

 

 

Qatar licence payment

 

647

 

-

 

 

 

Other licence and spectrum payments

 

25

 

14

 

 

 

Free cash flow excluding licence and spectrum payments

 

3,101

 

2,675

 

15.9

 

 

 

 

 

 

 

 

 

Acquisitions and disposals(2)

 

(782

)

(5,973

)

 

 

Amounts received from minority interests(3)

 

624

 

-

 

 

 

Put options over minority interests

 

77

 

(2,431

)

 

 

Equity dividends paid

 

(2,671

)

(2,334

)

 

 

Purchase of treasury shares

 

(963

)

-

 

 

 

Foreign exchange and other

 

(1,282

)

(127

)

 

 

Net debt increase

 

(2,568

)

(8,204

)

 

 

Opening net debt

 

(25,147

)

(15,049

)

 

 

Closing net debt

 

(27,715

)

(23,253

)

19.2

 

 

Notes:

(1)

 

Six months ended 30 September 2008 includes £nil (2007: £272 million) from the Group’s interest in SFR and £226 million (2007: £199 million) from the Group’s interest in Verizon Wireless.

(2)

 

Six months ended 30 September 2008 includes net cash and cash equivalents paid of £779 million (2007: £4,724 million) and assumed debt of £3 million (2007: £1,249 million), excluding liabilities related to put options over minority interests, which are shown separately.

(3)

 

Includes £591 million in relation to Vodafone Qatar.

 

Free cash flow excluding licence and spectrum payments increased by 15.9% to £3,101 million as the increased cash generated by operations more than offset higher capital expenditure, and taxation and interest payments were lower than in the same period last year. Free cash flow was lower, primarily due to a £647 million payment representing 60% of the licence in Qatar, of which £530 million was funded by Vodafone Qatar’s other shareholders.

 

Cash generated by operations increased by £797 million to £7,144 million, with approximately 70% generated in the Europe region. Capital expenditure excluding licence and spectrum payments increased by £694 million, primarily due to network expansion in India and Turkey. EMAPA funded the increase in its capital expenditure through cash generated by operations.

 

Payments for taxation decreased by £408 million, primarily due to lower settlements, a lower weighted average statutory tax rate and structural benefits following enhancements to the Group’s internal capital structure. Dividends received from associated undertakings fell by 51.3% to £232 million as the Group agreed to an estimated €500 million reduction in dividend payments over a three year period following SFR’s decision to purchase Neuf Cegetel.

 

Net interest payments decreased 18.4% to £385 million, primarily due to favourable changes in the fair value of interest rate hedging instruments, partially offset by unfavourable exchange rate movements impacting the translation into sterling. The interest charge resulting from the 24.9% increase in average net debt was minimised due to changes in currency mix of and significantly lower interest rates for debt denominated in US dollars.

 

20


 

An analysis of net debt is as follows:

 

 

 

30 September
2008
£m

 

31 March
2008
£m

 

 

 

 

 

 

 

Cash and cash equivalents (as presented in the consolidated cash flow statement)

 

1,071

 

1,652

 

Bank overdrafts

 

63

 

47

 

Cash and cash equivalents (as presented in the consolidated balance sheet)

 

1,134

 

1,699

 

 

 

 

 

 

 

Short term borrowings

 

 

 

 

 

Bonds

 

(2,547

)

(1,930

)

Commercial paper(1)

 

(2,326

)

(1,443

)

Bank loans

 

(609

)

(806

)

Other short term borrowings

 

(301

)

(353

)

 

 

(5,783

)

(4,532

)

 

 

 

 

 

 

Long term borrowings

 

 

 

 

 

Put options over minority interests

 

(2,587

)

(2,625

)

Bonds, loans and other long term borrowings(2)

 

(21,078

)

(20,037

)

 

 

(23,665

)

(22,662

)

 

 

 

 

 

 

Trade and other receivables(3)

 

869

 

892

 

Trade and other payables(3)

 

(270

)

(544

)

 

 

(28,849

)

(26,846

)

Net debt

 

(27,715

)

(25,147

)

 

Notes:

(1)

 

At 30 September 2008, $547 million was drawn under the US commercial paper programme and amounts of €2,156 million, £285 million, $33 million and £12 million equivalent of other currencies were drawn under the euro commercial paper programme.

(2)

 

At 30 September 2008, £3,948 million related to drawn facilities, including £1,368 million for a JPY term loan and £1,357 million for loans within the Indian corporate structure.

(3)

 

Represents mark to market adjustments on derivative financial instruments which are included as a component of trade and other receivables and trade and other payables.

 

The Group’s credit ratings enable it to have access to a range of debt finance, including commercial paper, bonds and committed bank facilities. The following table sets out the Group’s committed bank facilities:

 

 

 

Maturity

 

30 September
2008
£m

 

 

 

 

 

 

 

Undrawn facilities

 

 

 

 

 

$5.0 billion committed Revolving Credit Facility provided by 33 banks(1)

 

June 2012

 

2,823

 

$4.1 billion committed Revolving Credit Facility provided by 22 banks(1)

 

July 2011

 

2,312

 

Other committed credit facilities

 

Various

 

294

 

Total undrawn committed facilities

 

 

 

5,429

 

 

Note:

(1)

 

Both facilities support US and euro commercial paper programmes of up to $15 billion and £5 billion, respectively.

 

The Group’s £2,326 million of commercial paper maturing within one year is covered 2.3 times by these undrawn Revolving Credit Facilities. In addition, the Group has historically generated significant amounts of free cash flow, which can be allocated to pay dividends, repay maturing borrowings and pay for discretionary spending. The Group currently expects to continue generating significant amounts of free cash flow.

 

The Group has a €30 billion Euro Medium Term Note (‘EMTN’) programme and a US shelf programme which are used to meet medium to long term funding requirements. In the six months ended 30 September 2008, the following bonds were issued:

 

Date bond issued

 

Maturity of bond

 

Currency

 

Amount
million

 

US shelf programme or EMTN Programme

 

10 April 2008

 

10 April 2015

 

JPY

 

3,000

 

EMTN Programme

 

3 June 2008

 

3 June 2013

 

CZK

 

534

 

EMTN Programme

 

18 June 2008

 

18 June 2010

 

EUR

 

1,250

 

EMTN Programme

 

13 May 2008

 

29 November 2012

 

EUR

 

250

 

EMTN Programme

 

 

21


 

At 30 September 2008, the Group had bonds outstanding with a nominal value of £17,483 million (31 March 2008: £17,143 million). Information on the maturities of the Group’s outstanding bonds is included in the table above and on pages 117 to 119 of the Group’s Annual Report for the year ended 31 March 2008.

 

Consistent with the development of its strategy, the Group targets low single A long term credit ratings, with its current credit ratings being P-2/F2/A-2 short term and Baa1 stable/A- stable/A- stable long term from Moody’s, Fitch Ratings and Standard & Poor’s, respectively. Credit ratings are not a recommendation to purchase, hold or sell securities, in as much as ratings do not comment on market price or suitability for a particular investor, and are subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently.

 

TOTAL SHAREHOLDER RETURNS

 

Dividends

 

The Company provides returns to shareholders through dividends. The Company has historically paid dividends semi-annually, with a regular interim dividend in respect of the first six months of the financial year payable in February and a final dividend payable in August. The directors expect that the Company will continue to pay dividends semi-annually.

 

The Board has reviewed the present dividend policy in the light of recent foreign exchange rate volatility, the impact of amortisation of acquired intangible assets and the current economic environment and has concluded that it should instead adopt a progressive policy, where dividend growth reflects the underlying trading and cash performance of the Group.

 

Accordingly, the directors have announced an interim dividend of 2.57 pence per share, representing a 3.2% increase over last year’s interim dividend.

 

The ex-dividend date is 19 November 2008 for ordinary shareholders, the record date for the interim dividend is 21 November 2008 and the dividend is payable on 6 February 2009.

 

Other returns

 

Between 23 July 2008 and 18 September 2008, the Group purchased 736 million of its own shares for an aggregate consideration of £1.0 billion.

 

OPTION AGREEMENTS AND SIMILAR ARRANGEMENTS

 

The Group is party to a number of option agreements which could result in it being required to pay cash to maintain or increase its equity interests in its operations in the US and India. Details of these agreements are available on page 58 of the Group’s Annual Report for the year ended 31 March 2008.

 

 

SIGNIFICANT TRANSACTIONS

 

The Group invested a net £779 million(1) in acquisition and disposal activities, including the purchase and disposal of investments, in the six months ended 30 September 2008. An analysis of the significant transactions is shown below.

 

 

 

£m

(1)

 

 

 

 

Acquisition of additional 26.4% stake in Arcor

 

366

 

Acquisition of 70% of Ghana Telecommunications Company Limited

 

485

 

Other net acquisitions and disposals, including investments

 

(72

)

 

 

779

 

 

Note:

(1)

 

Amounts are shown net of cash and cash equivalents acquired or disposed.

 

22


 

Qatar licences

 

During the period, Vodafone Qatar paid QAR 4,630 million (£647 million), representing 60% of the cost of the mobile licence won in auction in December 2007.

 

Vodafone Qatar is obligated under the terms of its mobile licence to offer shares consisting of 40% of its equity interests to Qatari citizens through an initial public offering on the Doha securities market. Vodafone Qatar is awaiting approval from the Qatar Financial Markets Authority to proceed with the public offering. Following the public offering, a holding company established by Vodafone (owning 51%) and the Qatar Foundation for Education, Science and Community Development (‘Qatar Foundation’) (owning 49%) is expected to own 45% of Vodafone Qatar’s equity securities, with the remaining 15% expected to be owned by Qatari institutional investors.

 

Accordingly, the Group expects its effective equity interest in Vodafone Qatar to be 22.95% following the public offering. The Group accounts for Vodafone Qatar as a subsidiary and will continue to do so after the public offering, as Vodafone will continue to exercise control over the company’s significant financial and operating decisions.

 

The balance of the licence payment is to be paid following completion of the public offering. The Group could be required to fund up to a maximum of QAR 435 million (£67 million) of the remaining licence cost, with the precise amount, if any, dependent on the success of the public offering. The remainder of the licence cost will be funded by the Qatar Foundation and the other shareholders in Vodafone Qatar. Services are expected to be launched under the Vodafone brand by the end of the 2009 financial year.

 

In September 2008, a consortium comprising Vodafone and Qatar Foundation (‘the Consortium’) was announced as the winning applicant for the second fixed licence in Qatar. The Consortium is undertaking the process to complete the pre-licence grant requirements, including payment of a licence fee of QAR 10 million (£1.5 million).

 

 

REGULATION

 

INTRODUCTION

 

The Group’s operating companies are generally subject to regulation governing the operation of their business activities. Such regulation typically takes the form of industry-specific law and regulation covering telecommunications services and general competition (antitrust) law applicable to all activities. Some regulation implements commitments made by governments under the Basic Telecommunications Accord of the World Trade Organisation to facilitate market entry and establish regulatory frameworks.

 

The following section describes the regulatory framework and the key regulatory developments during the six months ended 30 September 2008 and should be read in conjunction with the information contained under “Regulation” on pages 147 to 149 of the Group’s Annual Report on Form 20-F for the year ended 31 March 2008. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, the Group is unable to attach a specific level of financial risk to the Group’s performance from such matters.

 

EUROPEAN UNION

 

In September 2008, the European Parliament voted on and proposed amendments to the European Commission’s (the ‘Commission’) proposals to amend the EU Framework. The Parliament’s amendments are now being considered by the Council of Ministers, representing the EU Member States. The Group expects that a final set of amendments, which must be agreed by the Parliament, Commission and Council, will be adopted in 2009.

 

INTERNATIONAL ROAMING

 

In September 2008, following its review of the roaming regulation and SMS and data roaming, the Commission published its proposals, which will now be considered by the European Parliament and Council of Ministers before adoption, expected in spring 2009. The existing regulation applies until 2010 and the Commission now proposes:

 

·                  that after July 2010 (and until at least 2013), prices for making and receiving calls under the Eurotariff remain subject to caps which decrease each July;

 

23


 

·                  that outbound roaming voice calls should be billed on the basis of a charge for the first 30 seconds and each second thereafter and that inbound roaming calls are billed on a per second basis;

 

·                  that from 1 July 2009 SMS retail prices will be capped at 11 eurocents per SMS and that SMS wholesale prices be capped at four eurocents per SMS until at least 2013. Average wholesale data roaming charges would be capped at €1 per MB but there are no retail price caps for data services; and

 

·                  certain transparency measures for data roaming tariffs.

 

CALL TERMINATION

 

The Commission has consulted on a draft Recommendation on the approach to regulating call termination services and is expected to issue a final Recommendation in late 2008 or early 2009. The Commission has indicated that it is concerned by what it considers to be the unjustifiably wide range of regulated rates set by National Regulatory Authorities (‘NRAs’) in the EU and by their level relative to its view of costs. The NRAs are required to take utmost account of the Commission’s recommendations, but may depart from them in justified circumstances. The Hungarian and Indian communications regulators are consulting on further changes to call termination rates.

 

LICENCES AND SPECTRUM

 

Auctions of 2.6 GHz spectrum in both the UK and the Netherlands have been delayed until 2009. The Irish NRA is consulting on changes to spectrum management which include a proposal that existing mobile network operators be required to rebid for the 900MHz spectrum they currently hold. The Hungarian regulator proposed issuing a fourth mobile licence. In Turkey, the NRA is expected to auction 3G licences in November 2008. The Indian Government is expected to auction 3G spectrum during the current financial year. The Kenyan communications regulator has published new draft licences for providers based on a Unified Licence approach. In Qatar, Vodafone was awarded the country’s second mobile licence and second fixed line licence.

 

FIBRE REGULATION

 

The Commission is consulting on a proposed recommendation on the future regulation of Next Generation Access networks, which involve the deployment of additional fibre, usually by the incumbent fixed network operator, to support very high speed broadband connections. Plans to construct such networks have been announced by the incumbent fixed line operators in the UK, Italy, the Netherlands and Spain and are already well developed in France and Germany.

 

OTHER

 

Vodafone UK successfully appealed against the proposals of the UK NRA to reform the number portability processes and reduce porting times to two hours. The UK NRA has launched a wide ranging review of the mobile sector to assess possible approaches to the future regulation of the mobile communications sector. The German Competition Authority and the French Competition Council are investigating certain on-net pricing practices of firms including Vodafone and SFR. The Spanish NRA has published for consultation its proposals on which firms should contribute to a universal service fund. Under the proposals, Vodafone would be required to contribute in the region of €50 million in total for the three years from 2003 to 2005. Vodacom announced its commitment to a transaction in 2008 under the South African Government’s programme of Broad-Based Black Economic Empowerment. The South African communications regulator decided not to appeal against a recent court decision on access to Electronic Communications Network Service licences. The new licensing process under the Electronic Communications Act is likely to be completed by early 2009.

 

24


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CONSOLIDATED INCOME STATEMENT

 

 

 

 

 

Six months ended 30 September

 

 

 

Note

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

 

 

Revenue

 

2

 

19,902

 

16,994

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

(12,414

)

(10,212

)

 

 

 

 

 

 

 

 

Gross profit

 

 

 

7,488

 

6,782

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

 

 

(1,349

)

(1,152

)

Administrative expenses

 

 

 

(2,160

)

(1,850

)

Share of result in associated undertakings

 

 

 

1,792

 

1,443

 

Impairment loss

 

3

 

(1,700

)

 

Other income and expense

 

 

 

 

(15

)

 

 

 

 

 

 

 

 

Operating profit

 

2

 

4,071

 

5,208

 

 

 

 

 

 

 

 

 

Non-operating income and expense

 

 

 

(14

)

250

 

Investment income

 

 

 

501

 

382

 

Financing costs

 

 

 

(1,244

)

(1,280

)

 

 

 

 

 

 

 

 

Profit before taxation

 

 

 

3,314

 

4,560

 

 

 

 

 

 

 

 

 

Income tax expense

 

4

 

(1,145

)

(1,233

)

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

2,169

 

3,327

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

2,140

 

3,290

 

– Minority interests

 

 

 

29

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

2,169

 

3,327

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

– Basic

 

5

 

4.04p

 

6.22p

 

– Diluted

 

5

 

4.02p

 

6.19p

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE

 

 

 

 

Six months ended 30 September

 

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

 

(Losses)/gains on revaluation of available-for-sale investments, net of tax

 

 

(1,743

)

2,568

 

Exchange differences on translation of foreign operations, net of tax

 

 

1,605

 

705

 

Net actuarial (losses)/gains on defined benefit pension schemes, net of tax

 

 

(49

)

53

 

Revaluation gain

 

 

97

 

 

Foreign exchange gains transferred to the income statement

 

 

(3

)

(7

)

Fair value gains transferred to the income statement

 

 

 

(570

)

 

 

 

 

 

 

 

Net (loss)/gain recognised directly in equity

 

 

(93

)

2,749

 

 

 

 

 

 

 

 

Profit for the period

 

 

2,169

 

3,327

 

 

 

 

 

 

 

 

Total recognised income and expense relating to the period

 

 

2,076

 

6,076

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

– Equity shareholders

 

 

1,989

 

6,096

 

– Minority interests

 

 

87

 

(20

)

 

 

 

 

 

 

 

 

 

 

2,076

 

6,076

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

25


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CONSOLIDATED BALANCE SHEET

 

 

 

30 September
2008
£m

 

31 March
2008
£m

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

Goodwill

 

49,873

 

51,336

 

Other intangible assets

 

19,479

 

18,995

 

Property, plant and equipment

 

16,687

 

16,735

 

Investments in associated undertakings

 

26,651

 

22,545

 

Other investments

 

6,170

 

7,367

 

Deferred tax assets

 

825

 

436

 

Post employment benefits

 

32

 

65

 

Trade and other receivables

 

1,289

 

1,067

 

 

 

121,006

 

118,546

 

Current assets

 

 

 

 

 

Inventory

 

471

 

417

 

Taxation recoverable

 

37

 

57

 

Trade and other receivables

 

6,687

 

6,551

 

Cash and cash equivalents

 

1,134

 

1,699

 

 

 

8,329

 

8,724

 

 

 

 

 

 

 

Total assets

 

129,335

 

127,270

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Called up share capital

 

4,152

 

4,182

 

Share premium account

 

43,005

 

42,934

 

Own shares held

 

(8,093

)

(7,856

)

Additional paid-in capital

 

100,145

 

100,151

 

Capital redemption reserve

 

10,102

 

10,054

 

Accumulated other recognised income and expense

 

10,407

 

10,558

 

Retained losses

 

(83,346

)

(81,980

)

Total equity shareholders’ funds

 

76,372

 

78,043

 

 

 

 

 

 

 

Minority interests

 

1,685

 

1,168

 

Put options over minority interests

 

(2,712

)

(2,740

)

Total minority interests

 

(1,027

)

(1,572

)

 

 

 

 

 

 

Total equity

 

75,345

 

76,471

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Long term borrowings

 

23,665

 

22,662

 

Deferred tax liabilities

 

5,728

 

5,109

 

Post employment benefits

 

128

 

104

 

Provisions

 

339

 

306

 

Trade and other payables

 

575

 

645

 

 

 

30,435

 

28,826

 

Current liabilities

 

 

 

 

 

Short term borrowings

 

5,783

 

4,532

 

Current taxation liabilities

 

5,363

 

5,123

 

Provisions

 

313

 

356

 

Trade and other payables

 

12,096

 

11,962

 

 

 

23,555

 

21,973

 

 

 

 

 

 

 

Total equity and liabilities

 

129,335

 

127,270

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

26


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CONSOLIDATED CASH FLOW STATEMENT

 

 

 

 

 

Six months ended 30 September

 

 

 

Note

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

 

 

Net cash flows from operating activities

 

7

 

6,065

 

4,860

 

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

Purchase of interests in subsidiary undertakings and joint ventures, net of cash acquired

 

8

 

(909

)

(5,475

)

Purchase of intangible assets

 

 

 

(1,099

)

(320

)

Purchase of property, plant and equipment

 

 

 

(2,475

)

(1,902

)

Purchase of investments

 

 

 

(102

)

(30

)

Disposal of interests in subsidiaries, net of cash disposed

 

 

 

4

 

 

Disposal of interests in associated undertakings

 

 

 

25

 

 

Disposal of property, plant and equipment

 

 

 

61

 

13

 

Disposal of investments

 

 

 

203

 

781

 

Dividends received from associated undertakings

 

 

 

232

 

476

 

Dividends received from investments

 

 

 

108

 

72

 

Interest received

 

 

 

166

 

240

 

Net cash flows from investing activities

 

 

 

(3,786

)

(6,145

)

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

Issue of ordinary share capital and reissue of treasury shares

 

 

 

18

 

170

 

Net movement in short term borrowings

 

 

 

339

 

(104

)

Proceeds from issue of long term borrowings

 

 

 

2,454

 

1,119

 

Repayment of borrowings

 

 

 

(2,032

)

(1,271

)

Purchase of treasury shares

 

 

 

(963

)

 

B share capital redemption

 

 

 

(15

)

(4

)

Equity dividends paid

 

 

 

(2,671

)

(2,334

)

Dividends paid to minority shareholders

 

 

 

(78

)

(66

)

Interest paid

 

 

 

(551

)

(712

)

Amounts received from minority shareholders

 

 

 

624

 

 

Net cash flow from financing activities

 

 

 

(2,875

)

(3,202

)

 

 

 

 

 

 

 

 

Net cash flow

 

 

 

(596

)

(4,487

)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

 

 

1,652

 

7,458

 

Exchange gains/(losses) on cash and cash equivalents

 

 

 

15

 

(98

)

Cash and cash equivalents at end of the period

 

 

 

1,071

 

2,873

 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

27


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

1                 Basis of preparation

 

The unaudited Condensed Consolidated Financial Statements for the six months ended 30 September 2008:

 

·                  were prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (‘IAS 34’) and thereby International Financial Reporting Standards (‘IFRS’), both as issued by the International Accounting Standards Board (‘IASB’) and as adopted by the European Union (‘EU’);

 

·                  are presented on a condensed basis as permitted by IAS 34 and therefore do not include all disclosures that would otherwise be required in a full set of financial statements and should be read in conjunction with the 2008 Annual Report;

 

·                  except as disclosed below, apply the same accounting policies, presentation and methods of calculation as those followed in the preparation of the Group’s annual financial statements for the year ended 31 March 2008;

 

·                  include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented; and

 

·                  do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985 and were approved by the Board of directors on 11 November 2008.

 

The information relating to the year ended 31 March 2008 is an extract from the published Annual Report for that year, which has been delivered to the Registrar of Companies, and on which the Auditors’ Report was unqualified and did not contain statements under section 237(2) or 237(3) of the UK Companies Act 1985.

 

The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Change in accounting policy

 

During the period, the Group changed its accounting policy with respect to the acquisition of minority interests in subsidiaries. The Group now applies the economic entity method, under which such transactions are accounted for as transactions between shareholders and there is no remeasurement to fair value of net assets acquired that were previously attributable to minority shareholders. Prior to this change in policy, the Group applied the parent company method to such transactions, and assets previously attributable to minority interest, including goodwill and other acquired intangible assets, were remeasured to fair value at the date of acquisition.

 

The Group believes the new policy is preferable as it more closely aligns the accounting for these transactions with the treatment of minority interest as a component of equity and will aid comparability.

 

The impact of this voluntary change in accounting policy on the financial statements is primarily to reduce goodwill and acquired intangible assets and related income statement amounts arising on such transactions. This change did not result in a material impact on the current half-year period or any periods included within this Half-Year Financial Report.

 

28


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

2                       Segmental and other analyses

 

The Group has a single group of related services and products, being the supply of communications services and products.

 

Six months ended
30 September 2008

 

Segment
revenue
£m

 

Common
functions
£m

 

Intra-
region
revenue
£m

 

Regional
revenue
£m

 

Inter-
region
revenue
£m

 

Group
revenue
£m

 

Adjusted
operating
profit
£m

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,008

 

 

 

(74

)

2,934

 

(7

)

2,927

 

766

 

Italy

 

2,652

 

 

 

(22

)

2,630

 

(3

)

2,627

 

860

 

Spain

 

2,888

 

 

 

(58

)

2,830

 

(2

)

2,828

 

719

 

UK

 

2,714

 

 

 

(24

)

2,690

 

(6

)

2,684

 

134

 

Arcor

 

921

 

 

 

(122

)

799

 

(1

)

798

 

104

 

Other Europe

 

2,636

 

 

 

(39

)

2,597

 

(3

)

2,594

 

880

 

Europe

 

14,819

 

 

 

(339

)

14,480

 

(22

)

14,458

 

3,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

1,872

 

 

 

-

 

1,872

 

(28

)

1,844

 

206

 

Middle East, Africa & Asia

 

2,634

 

 

 

(1

)

2,633

 

(16

)

2,617

 

382

 

Pacific

 

903

 

 

 

-

 

903

 

(7

)

896

 

50

 

Associates – US

 

-

 

 

 

-

 

-

 

-

 

-

 

1,480

 

EMAPA

 

5,409

 

 

 

(1

)

5,408

 

(51

)

5,357

 

2,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common functions

 

-

 

93

 

-

 

93

 

(6

)

87

 

190

 

 

 

20,228

 

93

 

(340

)

19,981

 

(79

)

19,902

 

5,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended
30 September 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

2,650

 

 

 

(63

)

2,587

 

(5

)

2,582

 

644

 

Italy

 

2,097

 

 

 

(21

)

2,076

 

(3

)

2,073

 

776

 

Spain

 

2,439

 

 

 

(62

)

2,377

 

(3

)

2,374

 

715

 

UK

 

2,717

 

 

 

(25

)

2,692

 

(5

)

2,687

 

243

 

Arcor

 

768

 

 

 

(32

)

736

 

-

 

736

 

92

 

Other Europe

 

2,243

 

 

 

(42

)

2,201

 

(3

)

2,198

 

799

 

Europe

 

12,914

 

 

 

(245

)

12,669

 

(19

)

12,650

 

3,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

1,524

 

 

 

-

 

1,524

 

(21

)

1,503

 

171

 

Middle East, Africa & Asia

 

2,019

 

 

 

-

 

2,019

 

(6

)

2,013

 

330

 

Pacific

 

758

 

 

 

-

 

758

 

(5

)

753

 

63

 

Associates – US

 

-

 

 

 

-

 

-

 

-

 

-

 

1,180

 

EMAPA

 

4,301

 

 

 

-

 

4,301

 

(32

)

4,269

 

1,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common functions

 

-

 

80

 

-

 

80

 

(5

)

75

 

210

 

 

 

17,215

 

80

 

(245

)

17,050

 

(56

)

16,994

 

5,223

 

 

A reconciliation of adjusted operating profit to operating profit is shown below. For a reconciliation of operating profit to profit before taxation, see the Consolidated Income Statement on page 25.

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

Adjusted operating profit

 

5,771

 

5,223

 

Impairment loss

 

(1,700

)

 

Other items

 

 

(15

)

Operating profit

 

4,071

 

5,208

 

 

29


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

3            Impairment loss

 

The carrying value of goodwill of the Group’s operations in Turkey, an operating segment included within the Eastern European reportable segment, has been impaired by £1,700 million following a test for impairment triggered by adverse movements in the discount rate and adverse performance against previous plans. The local competitive environment has intensified resulting in lower expectations for customer market share and revenue per user, leading to reduced expectations for EBITDA and capital expenditure.

 

The impairment loss was based on a value in use calculation using a pre-tax risk adjusted discount rate of 18.6% and was recognised in the income statement as a separate line item within operating profit.  The recoverable amount of the Group’s operations in Turkey equals its reported carrying value at 30 September 2008 and consequently, any adverse change in a key assumption underpinning the value in use calculation may cause a further impairment loss to be recognised.

 

4            Taxation

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

United Kingdom corporation tax (income)/expense at 28% (2007: 30%):

 

 

 

 

 

Current year

 

23

 

 

Adjustments in respect of prior years

 

 

(65

)

 

 

 

 

 

 

Overseas corporation tax:

 

 

 

 

 

Current year

 

1,211

 

1,393

 

Adjustments in respect of prior years

 

27

 

(3

)

Total current tax expense

 

1,261

 

1,325

 

 

 

 

 

 

 

Deferred tax:

 

 

 

 

 

United Kingdom deferred tax

 

(81

)

(66

)

Overseas deferred tax

 

(35

)

(26

)

 

 

 

 

 

 

Deferred tax benefit

 

(116

)

(92

)

Total income tax expense

 

1,145

 

1,233

 

 

5            Earnings per share

 

 

 

Six months ended 30 September

 

 

 

2008
million

 

2007
million

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

 

53,006

 

52,935

 

Dilutive potential shares: restricted shares and share options

 

199

 

181

 

Weighted average number of shares for diluted earnings per share

 

53,205

 

53,116

 

 

 

 

 

 

 

 

 

£m

 

£m

 

Earnings for basic and diluted earnings per share

 

2,140

 

3,290

 

 

6            Equity dividends on ordinary shares

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

 

 

 

 

 

 

Declared during the period:

 

 

 

 

 

Final dividend for the year ended 31 March 2008: 5.02 pence per share (2007: 4.41 pence per share)

 

2,667

 

2,331

 

 

 

 

 

 

 

Proposed after the balance sheet date and not recognised as a liability:

 

 

 

 

 

Interim dividend for the year ending 31 March 2009: 2.57 pence per share (2008: 2.49 pence per share)

 

1,348

 

1,322

 

 

30


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

7            Net cash flows from operating activities

 

 

 

Six months ended 30 September

 

 

 

2008

 

2007

 

 

 

£m

 

£m

 

 

 

 

 

 

 

Profit for the period

 

2,169

 

3,327

 

Adjustments:

 

 

 

 

 

Share-based payment

 

65

 

54

 

Depreciation and amortisation

 

3,239

 

2,755

 

Loss on disposal of property, plant and equipment

 

25

 

30

 

Share of result in associated undertakings

 

(1,792

)

(1,443

)

Impairment losses

 

1,700

 

 

Other income and expense

 

 

15

 

Non-operating income and expense

 

14

 

(250

)

Investment income

 

(501

)

(382

)

Financing costs

 

1,244

 

1,280

 

Income tax expense

 

1,145

 

1,233

 

Increase in inventory

 

(49

)

(106

)

Increase in trade and other receivables

 

(49

)

(288

)

(Decrease)/increase in trade and other payables

 

(66

)

122

 

Cash generated by operations

 

7,144

 

6,347

 

 

 

 

 

 

 

Tax paid

 

(1,079

)

(1,487

)

 

 

6,065

 

4,860

 

 

8            Acquisitions

 

The aggregate cash consideration in respect of purchases of interests in subsidiary undertakings and joint ventures, net of cash acquired, is as follows:

 

 

 

Six months ended
30 September 2008

 

 

 

 

 

£m

 

 

 

 

 

 

 

Cash consideration paid:

 

 

 

 

 

Ghana Telecommunications Limited (‘Ghana Telecom’)

 

 

 

485

 

Acquisition of 26.4% interest in Arcor from minority shareholders(1)

 

 

 

366

 

Other acquisitions completed during the period

 

 

 

39

 

Acquisitions completed in previous periods

 

 

 

24

 

 

 

 

 

914

 

 

 

 

 

 

 

Cash acquired

 

 

 

(5

)

 

 

 

 

909

 

 

Note:

(1)          This acquisition has been accounted for as a transaction between shareholders. Accordingly, the difference between the cash consideration paid and the carrying value of net assets attributable to minority interests has been accounted for as a charge to retained losses.

 

Total goodwill acquired was £431 million and included £409 million in relation to Ghana Telecom and £22 million in relation to other acquisitions completed during the period. In addition, amendments to provisional purchase price allocations on acquisitions completed in previous periods resulted in a reduction in goodwill of £50 million.

 

Ghana Telecom

 

On 17 August 2008, the Group completed the acquisition of 70% of Ghana Telecom for cash consideration of £485 million, all of which was paid during the period. The initial purchase price allocation has been determined to be provisional pending the completion of the final valuation of the fair value of net assets acquired.

 

The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of Ghana Telecom. The results of the acquired entity have been consolidated in the income statement from the date of acquisition. From the date of acquisition, the acquired entity reduced the profit attributable to equity shareholders of the Group by £14 million.

 

 

31


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

 

 

Book value
£m

 

Fair value adjustments
£m

 

Fair value
£m

 

Net assets acquired:

 

 

 

 

 

 

 

Identifiable intangible assets(1)

 

 

136

 

136

 

Property, plant and equipment

 

140

 

 

140

 

Inventory

 

11

 

 

11

 

Trade and other receivables

 

32

 

 

32

 

Current taxation liabilities

 

(1

)

 

(1

)

Deferred tax liabilities

 

(10

)

(34

)

(44

)

Trade and other payables

 

(98

)

 

(98

)

 

 

74

 

102

 

176

 

 

 

 

 

 

 

 

 

Minority interests

 

 

 

 

 

(100

)

Goodwill

 

 

 

 

 

409

 

 

 

 

 

 

 

 

 

Total consideration (including £2 million of directly attributable costs)

 

 

 

 

 

485

 

 

Note:

(1)          Identifiable intangible assets of £136 million consist of licences and spectrum fees of £112 million and other intangible assets of £24 million.

 

The following unaudited pro forma summary presents the Group as if Ghana Telecom had been acquired on 1 April 2008. The pro forma amounts include the results of Ghana Telecom, amortisation of the acquired intangible assets recognised on acquisition and interest expense on the increase in net debt as a result of the acquisition. The pro forma amounts do not include any possible synergies from the acquisition of Ghana Telecom. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

 

 

 

 

 

Six months ended
30 September 2008
£m

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

19,954

 

Profit for the period

 

 

 

 

 

2,141

 

Profit attributable to equity shareholders

 

 

 

 

 

2,118

 

 

 

 

 

 

 

 

 

 

 

 

 

Pence per share

 

Basic earnings per share

 

 

 

 

 

4.00

 

Diluted earnings per share

 

 

 

 

 

3.98

 

 

Other

 

During the six months to 30 September 2008, the Group completed a number of smaller acquisitions for aggregate cash consideration of £39 million, gross of £5 million cash and cash equivalents acquired. All of the net cash consideration was paid during the year. The aggregate fair values of goodwill, identifiable assets and liabilities of the acquired operations were £22 million, £22 million and £5 million, respectively.

 

9            Related party transactions

 

The Group’s related parties are its joint ventures, associated undertakings, pension schemes, directors and members of the Executive Committee.

 

Related party transactions with the Group’s joint ventures and associated undertakings primarily comprise fees for the use of Vodafone products and services, including network airtime and access charges and cash pooling arrangements.

 

No related party transactions have been entered into during the period which might reasonably affect any decisions made by the users of these Condensed Consolidated Financial Statements, except as disclosed below. Transactions between the Company and its joint ventures are not material to the extent that they have not been eliminated through proportionate consolidation or disclosed below.

 

 

32


 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2008

 

 

 

Six months ended 30 September

 

 

 

2008
£m

 

2007
£m

 

Transactions with associated undertakings:

 

 

 

 

 

 

 

 

 

 

 

Sales of goods and services

 

102

 

113

 

 

 

 

 

 

 

Purchases of goods and services

 

115

 

130

 

 

 

 

 

 

 

Net interest receivable from/(payable to) joint ventures

 

8

 

(20

)

 

 

 

 

 

 

 

 

30 September
2008
£m

 

31 March
2008
£m

 

 

 

 

 

 

 

Amounts owed by joint ventures

 

379

 

127

 

 

In the six months ended 30 September 2008 the Group made contributions to defined benefit pension schemes of £40 million (six months ended 30 September 2007: £31 million). Amounts of dividends received from associated undertakings are included in the Consolidated Cash Flow Statement.

 

Compensation paid to the Company’s Board of directors and members of the Executive Committee will be disclosed in the Group’s Annual Report for the year ending 31 March 2009.

 

10     Commitments and contingent liabilities

 

There have been no material changes to the Group’s commitments or contingent liabilities during the period.

 

11     Other matters

 

Seasonality or cyclicality of interim operations

 

The Group’s financial results have not, historically, been subject to significant seasonal trends.

 

Issuances and repayment of debt and purchase of equity securities

 

See “Cash flows and funding” on pages 20 to 22 for details of issuances and repayment of debt, and purchases of the Group’s own shares.

 

Events after the balance sheet date

 

On 29 October 2008, the Group announced it had agreed to acquire an additional 4.8% stake in Polkomtel S.A. for cash consideration of €176 million (£141 million) plus accrued interest at closing. The acquisition will increase Vodafone’s stake in Polkomtel from 19.6% to 24.4%and is expected to close in the fourth quarter of the 2008 calendar year.

 

On 6 November 2008, the Group agreed to acquire an additional 15% stake in Vodacom Group (Proprietary) Limited (‘Vodacom Group’) from Telkom SA Limited (‘Telkom’) for cash consideration of ZAR22.5 billion (£1.4 billion) less the pro rata consolidated attributable net debt of Vodacom Group of approximately ZAR1.55 billion (£0.1 billion). The transaction will increase Vodafone’s shareholding in Vodacom Group from 50% to 65%. The transaction is expected to complete during the first half of the 2009 calendar year following which Vodacom Group will be accounted for as a subsidiary undertaking.

 

The acquisition is subject to, among other conditions, approval by 75% of Telkom’s shareholders and is interconditional upon Vodacom Group being listed on the Johannesburg Stock Exchange and Telkom demerging the remaining 35% of Vodacom Group to Telkom’s shareholders. Telkom’s two largest shareholders, the Government of South Africa and the Public Investment Corporation Limited, owning a combined 58%, have irrevocably committed to vote in favour of the transaction and will become significant shareholders in Vodacom Group following the completion of the transaction. The transaction is also subject to customary competition authority and regulatory approvals.

 

Vodacom Group is the leading mobile network operator in South Africa, with a market share of 55%, and holds a portfolio of growing operations in Tanzania, Lesotho, the Democratic Republic of Congo and Mozambique.

 

 

33


 

USE OF NON-GAAP FINANCIAL INFORMATION

 

In the discussion of the Group’s reported financial position, operating results and cash flows, information is presented to provide readers with additional financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all companies, including those in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure.

 

GROUP ADJUSTED OPERATING PROFIT AND ADJUSTED EARNINGS PER SHARE

 

Group adjusted operating profit excludes non-operating income of associates, impairment losses and other income and expense. Adjusted earnings per share also excludes amounts in relation to equity put rights and similar arrangements and certain foreign exchange differences, together with related tax effects. The Group believes that it is both useful and necessary to report these measures for the following reasons:

 

·                  these measures are used by the Group for internal performance analysis;

 

·                  these measures are used in setting director and management remuneration;

 

·                  it is useful in connection with discussion with the investment analyst community and debt rating agencies; and

 

·                  adjusted operating profit is used as the Group’s measure of segment performance.

 

Reconciliation of adjusted operating profit and adjusted earnings per share to the respective closest equivalent GAAP measure, operating profit and basic earnings per share, is provided in the section “Financial Results” beginning on page 7.

 

CASH FLOW MEASURES

 

In presenting and discussing the Group’s reported results, free cash flow, free cash flow excluding licence and spectrum payments and operating free cash flow are calculated and presented even though these measures are not recognised within IFRS. The Group believes that it is both useful and necessary to communicate free cash flow to investors and other interested parties, for the following reasons:

 

·                  these measures allow the Company and external parties to evaluate the Group’s liquidity and the cash generated by the Group’s operations. Free cash flow does not include items determined independently of the ongoing business, such as the level of dividends, and items which are deemed discretionary, such as cash flows relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts which the Group has an obligation to incur. However, it does reflect the cash available for such discretionary activities, to strengthen the Consolidated Balance Sheet or to provide returns to shareholders in the form of dividends or share purchases;

 

·                  these measures facilitate comparability of results with other companies, although the Group’s measure of free cash flow may not be directly comparable to similarly titled measures used by other companies;

 

·                  these measures are used by management for planning, reporting and incentive purposes; and

 

·                  these measures are useful in connection with discussion with the investment analyst community and debt rating agencies.

 

A reconciliation of net cash inflow from operating activities, the closest equivalent GAAP measure, to free cash flow, free cash flow excluding licence and spectrum payments and operating free cash flow is provided on page 20.

 

OTHER

 

Certain of the statements within the section titled “Chief Executive’s Review” on pages 3 to 4 contain forward-looking non-GAAP financial information for which at this time there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

 

Certain of the statements within the section titled “Outlook for the 2009 Financial Year” on page 6 contain forward-looking non-GAAP financial information which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

 

 

 

34


 

USE OF NON-GAAP FINANCIAL INFORMATION

 

ORGANIC GROWTH

 

The Group believes that “organic growth”, which is not intended to be a substitute, or superior to, reported growth, provides useful and necessary information to investors and other interested parties for the following reasons:

 

·                  it provides additional information on underlying growth of the business without the effect of certain factors unrelated to the operating performance of the business;

 

·                  it is used by the Group for internal performance analysis; and

 

·                  it facilitates comparability of underlying growth with other companies, although the term “organic” is not a defined term under IFRS and may not, therefore, be comparable with similarly titled measures reported by other companies.

 

Reconciliations of organic growth to reported growth is shown where used, or in the table below:

 

 

 

Organic
growth
%

 

Impact of
acquisitions
and disposals
%

 

Impact of
foreign
exchange
%

 


Reported
growth
%

 

Group

 

 

 

 

 

 

 

 

 

Data revenue

 

27.1

 

4.4

 

17.1

 

48.6

 

Total service revenue

 

0.9

 

3.8

 

12.6

 

17.3

 

Total revenue

 

0.9

 

3.7

 

12.5

 

17.1

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

(1.0

)

(0.4

)

11.9

 

10.5

 

 

 

 

 

 

 

 

 

 

 

Europe

 

 

 

 

 

 

 

 

 

Voice revenue

 

(4.3

)

 

12.7

 

8.4

 

Outgoing voice revenue

 

(2.4

)

 

13.7

 

11.3

 

Incoming voice revenue

 

(7.2

)

 

11.5

 

4.3

 

Roaming and international visitor revenue

 

(11.8

)

 

(0.1

)

(11.9

)

Messaging revenue

 

1.4

 

 

12.2

 

13.6

 

Data revenue

 

23.5

 

0.2

 

16.4

 

40.1

 

Fixed line revenue

 

(0.3

)

32.2

 

21.8

 

53.7

 

Other service revenue

 

9.7

 

 

13.6

 

23.3

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

(0.7

)

5.2

 

12.8

 

17.3

 

Customer costs

 

3.0

 

2.3

 

13.2

 

18.5

 

Operating expense

 

1.3

 

2.6

 

13.9

 

17.8

 

 

 

 

 

 

 

 

 

 

 

 

 

35


 

ADDITIONAL INVESTOR INFORMATION AND KEY PERFORMANCE INDICATORS

REGIONAL ANALYSIS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER

 

 

 

Revenue

 

Adjusted operating profit/(loss)

 

Capitalised fixed asset additions

 

 

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

EUROPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,008

 

2,650

 

766

 

644

 

176

 

167

 

Italy

 

2,652

 

2,097

 

860

 

776

 

235

 

145

 

Spain

 

2,888

 

2,439

 

719

 

715

 

226

 

194

 

UK

 

2,714

 

2,717

 

134

 

243

 

164

 

216

 

Arcor

 

921

 

768

 

104

 

92

 

113

 

94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

Greece

 

642

 

599

 

116

 

130

 

77

 

66

 

Netherlands

 

790

 

628

 

149

 

141

 

47

 

41

 

Portugal

 

605

 

502

 

158

 

122

 

57

 

42

 

Other(1)

 

599

 

514

 

457

 

406

 

31

 

30

 

 

 

2,636

 

2,243

 

880

 

799

 

212

 

179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra-region revenue

 

(339

)

(245

)

 

 

 

 

Total Europe

 

14,480

 

12,669

 

3,463

 

3,269

 

1,126

 

995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMAPA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

Romania

 

488

 

405

 

101

 

86

 

75

 

57

 

Turkey

 

629

 

558

 

1

 

18

 

127

 

97

 

Other(2)

 

755

 

561

 

104

 

67

 

69

 

70

 

 

 

1,872

 

1,524

 

206

 

171

 

271

 

224

 

Middle East, Africa and Asia

 

 

 

 

 

 

 

 

 

 

 

 

 

Egypt

 

577

 

443

 

190

 

158

 

76

 

114

 

India(3)

 

1,178

 

723

 

7

 

(18

)

592

 

389

 

Vodacom

 

829

 

768

 

175

 

164

 

100

 

62

 

Other

 

50

 

85

 

10

 

26

 

13

 

37

 

 

 

2,634

 

2,019

 

382

 

330

 

781

 

602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pacific

 

903

 

758

 

50

 

63

 

107

 

91

 

Associates - US

 

 

 

1,480

 

1,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra-region revenue

 

(1

)

 

 

 

 

 

Total EMAPA

 

5,408

 

4,301

 

2,118

 

1,744

 

1,159

 

917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common functions

 

93

 

80

 

190

 

210

 

95

 

70

 

Inter-region revenue

 

(79

)

(56

)

 

 

 

 

Total Group

 

19,902

 

16,994

 

5,771

 

5,223

 

2,380

 

1,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1)          Includes elimination of £6 million (2007: £5 million) of intercompany revenue between operating companies within the Other Europe segment.

(2)          Includes elimination of £3 million (2007: £nil million) of intercompany revenue between operating companies within the Eastern Europe segment.

(3)          Presents the results of Vodafone Essar from 8 May 2007, being the acquisition date.

See page 34 for use of non-GAAP financial information and page 43 for definition of terms.

 

 

36


 

REGIONAL RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER

 

Group(1)

 

 

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

 

 

30 June
2008

 

30 September
2008

 

30 June
2007

 

30 September
2007

 

30 June
% change

 

30 September
% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

9,828

 

10,074

 

8,253

 

8,741

 

19.1

 

1.7

 

15.2

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

6,587

 

6,680

 

5,736

 

6,045

 

14.8

 

(1.1

)

10.5

 

(2.5

)

Messaging revenue

 

1,067

 

1,104

 

927

 

961

 

15.1

 

2.5

 

14.9

 

2.5

 

Data revenue

 

664

 

727

 

440

 

496

 

50.9

 

29.4

 

46.6

 

25.1

 

Fixed line revenue

 

613

 

624

 

402

 

400

 

52.5

 

(0.6

)

56.0

 

1.6

 

Other service revenue

 

271

 

303

 

208

 

272

 

30.3

 

16.9

 

11.4

 

0.3

 

Service revenue

 

9,202

 

9,438

 

7,713

 

8,174

 

19.3

 

1.6

 

15.5

 

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Europe(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

 

 

30 June
2008

 

30 September
2008

 

30 June
2007

 

30 September
2007

 

30 June
% change

 

30 September
% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

7,183

 

7,297

 

6,219

 

6,450

 

15.5

 

(0.2

)

13.1

 

(2.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

4,560

 

4,587

 

4,177

 

4,264

 

9.2

 

(3.6

)

7.6

 

(5.0

)

Messaging revenue

 

855

 

879

 

745

 

782

 

14.8

 

2.2

 

12.4

 

0.7

 

Data revenue

 

552

 

593

 

388

 

429

 

42.3

 

25.5

 

38.2

 

21.8

 

Fixed line revenue

 

598

 

601

 

391

 

389

 

52.9

 

(1.2

)

54.5

 

0.5

 

Other service revenue

 

203

 

226

 

149

 

199

 

36.2

 

20.8

 

13.6

 

1.3

 

Service revenue

 

6,768

 

6,886

 

5,850

 

6,063

 

15.7

 

(0.2

)

13.6

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

 

 

30 June
2008

 

30 September
2008

 

30 June
2007

 

30 September
2007

 

30 June
% change

 

30 September
% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

1,419

 

1,464

 

1,238

 

1,277

 

14.6

 

(1.9

)

14.6

 

(1.8

)

Italy

 

1,268

 

1,292

 

1,005

 

1,020

 

26.2

 

0.6

 

26.7

 

1.3

 

Spain

 

1,314

 

1,356

 

1,110

 

1,141

 

18.4

 

(2.5

)

18.8

 

(2.2

)

UK

 

1,234

 

1,242

 

1,209

 

1,294

 

2.1

 

2.1

 

(4.0

)

(4.0

)

Arcor

 

453

 

452

 

375

 

383

 

20.8

 

3.0

 

18.0

 

1.3

 

Other

 

1,228

 

1,263

 

1,028

 

1,076

 

19.5

 

1.7

 

17.4

 

(0.1

)

Eliminations

 

(148

)

(183

)

(115

)

(128

)

 

 

 

 

 

 

 

 

 

 

6,768

 

6,886

 

5,850

 

6,063

 

15.7

 

(0.2

)

13.6

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMAPA(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

 

 

30 June
2008

 

30 September
2008

 

30 June
2007

 

30 September
2007

 

30 June
% change

 

30 September
% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

2,637

 

2,771

 

2,021

 

2,280

 

30.5

 

9.2

 

21.5

 

8.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

2,027

 

2,094

 

1,559

 

1,781

 

30.0

 

7.2

 

17.6

 

5.7

 

Messaging revenue

 

212

 

225

 

182

 

179

 

16.5

 

4.3

 

25.7

 

10.8

 

Data revenue

 

112

 

134

 

52

 

67

 

115.4

 

66.0

 

100.0

 

49.3

 

Fixed line revenue

 

15

 

23

 

11

 

11

 

36.4

 

25.0

 

109.1

 

63.6

 

Other service revenue

 

102

 

115

 

82

 

101

 

24.4

 

7.9

 

13.9

 

 

Service revenue

 

2,468

 

2,591

 

1,886

 

2,139

 

30.9

 

8.7

 

21.1

 

7.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

Quarter ended

 

 

 

30 June
2008

 

30 September
2008

 

30 June
2007

 

30 September
2007

 

30 June
% change

 

30 September
% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

£

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

861

 

939

 

714

 

759

 

20.6

 

4.5

 

23.7

 

3.1

 

Middle East, Africa & Asia

 

1,209

 

1,258

 

837

 

1,044

 

44.4

 

16.5

 

20.5

 

15.1

 

Pacific

 

399

 

394

 

335

 

336

 

19.1

 

7.3

 

17.3

 

7.7

 

Eliminations

 

(1

)

-

 

 

 

 

 

 

 

 

 

 

 

 

 

2,468

 

2,591

 

1,886

 

2,139

 

30.9

 

8.7

 

21.1

 

7.8

 

 

Note:

(1)             The Group revised its presentation of revenue during the period. Further details of this change are provided under the heading “Change in presentation” on page 43.

 

 

37

 


 

RECONCILIATION OF ADJUSTED EARNINGS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER

 

 

 

Reported
£m

 

Adjustments

£m

 

Adjusted

£m

 

30 September 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

4,071

 

1,700

(1)

5,771

 

 

 

 

 

 

 

 

 

Non-operating income and expense

 

(14

)

14

(2)

 

Investment income and financing costs

 

(743

)

260

(3)

(483

)

Profit before taxation

 

3,314

 

1,974

 

5,288

 

 

 

 

 

 

 

 

 

Income tax expense

 

(1,145

)

(129

)(4)

(1,274

)

Profit for the period

 

2,169

 

1,845

 

4,014

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

– Equity shareholders

 

2,140

 

1,845

 

3,985

 

– Minority interests

 

29

 

 

29

 

 

 

 

 

 

 

 

 

Basic earnings per share from continuing operations

 

4.04p

 

 

 

7.52p

 

 

Notes:

(1)   Adjustment relates to the £1,700 million impairment loss for Vodafone Turkey.

(2)   Consists of a £14 million adjustment in relation to disposal of available for sale investments.

(3)   Includes a £346 million adjustment in relation to equity put rights and similar arrangements (see note 2 in investment income and financing costs on page 7), offset by £86 million adjustment in relation to foreign exchange on certain intercompany balances and on financial instruments received as consideration in the disposal of Vodafone Japan to SoftBank, which completed in April 2006.

(4)   Represents a £129 million adjustment relating to tax on the adjustments used to derive adjusted profit before tax.

 

 

 

Reported

£m

 

Adjustments

£m

 

Adjusted

£m

 

30 September 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

5,208

 

15

(1)

5,223

 

 

 

 

 

 

 

 

 

Non-operating income and expense

 

250

 

(250

)(2)

 

Investment income and financing costs

 

(898

)

376

(3)

(522

)

Profit before taxation

 

4,560

 

141

 

4,701

 

 

 

 

 

 

 

 

 

Income tax expense

 

(1,233

)

(34

)(4)

(1,267

)

Profit for the period

 

3,327

 

107

 

3,434

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

– Equity shareholders

 

3,290

 

107

 

3,397

 

– Minority interests

 

37

 

 

37

 

 

 

 

 

 

 

 

 

Basic earnings per share from continuing operations

 

6.22p

 

 

 

6.42p

 

 

 

 

 

 

 

 

 

 

Notes:

(1)     Consists of a £15 million adjustment relating to other income and expense.

(2)     Adjustment relates to the profit on disposal of a stake in Bharti Airtel.

(3)     Includes a £286 million adjustment in relation to equity put rights and similar arrangements (see note 2 in investment income and financing costs on page 7), and a £90 million adjustment in relation to foreign exchange on certain intercompany balances and on financial instruments received as consideration in the disposal of Vodafone Japan to SoftBank, which completed in April 2006.

(4)     Represents a £15 million adjustment relating to the recognition of a pre-acquisition deferred tax asset and a £19 million adjustment relating to tax on the adjustments used to derive adjusted profit before tax.

 

38


 

KEY PERFORMANCE INDICATORS - MOBILE TELECOMMUNICATIONS BUSINESSES

 

MOBILE CUSTOMERS(1) – 1 APRIL 2008 TO 30 SEPTEMBER 2008

 

 

 

QUARTER TO 30 JUNE 2008

 

QUARTER TO 30 SEPTEMBER 2008

 

COUNTRY (in thousands)

   

AT 1 APR

2008

  

NET

ADDITIONS

   

OTHER

MOVEMENTS(2)

   

AT 30 JUNE

2008

   

NET

ADDITIONS

   

OTHER

MOVEMENTS(2)

   

AT 30 SEP

2008

  

PREPAID(3)

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

34,412

 

883

 

 

35,295

 

896

 

 

36,191

 

56.7

%

Italy

 

23,068

 

(12

)

 

23,056

 

143

 

 

23,199

 

89.3

%

Spain

 

16,039

 

171

 

 

16,210

 

176

 

 

16,386

 

40.8

%

UK

 

18,537

 

(27

)

 

18,510

 

207

 

 

18,717

 

58.8

%

 

 

92,056

 

1,015

 

 

93,071

 

1,422

 

 

94,493

 

64.2

%

Other Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Albania

 

1,130

 

26

 

 

1,156

 

59

 

 

1,215

 

93.7

%

Greece

 

5,460

 

82

 

 

5,542

 

79

 

 

5,621

 

68.4

%

Ireland

 

2,264

 

(17

)

 

2,247

 

(16

)

 

2,231

 

70.2

%

Malta

 

200

 

(1

)

 

199

 

7

 

 

206

 

86.4

%

Netherlands

 

4,252

 

108

 

 

4,360

 

103

 

 

4,463

 

42.3

%

Portugal

 

5,209

 

58

 

 

5,267

 

183

 

 

5,450

 

78.2

%

 

 

18,515

 

256

 

 

18,771

 

415

 

 

19,186

 

67.1

%

Europe

 

110,571

 

1,271

 

 

111,842

 

1,837

 

 

113,679

 

64.7

%

EMAPA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Czech Republic

 

2,698

 

53

 

 

2,751

 

77

 

 

2,828

 

48.8

%

Romania

 

8,921

 

335

 

 

9,256

 

260

 

 

9,516

 

63.3

%

Hungary

 

2,340

 

54

 

 

2,394

 

53

 

 

2,447

 

54.9

%

Turkey

 

16,935

 

474

 

 

17,409

 

(46

)

 

17,363

 

88.8

%

Poland

 

2,653

 

(11

)

 

2,642

 

108

 

 

2,750

 

54.4

%

 

 

33,547

 

905

 

 

34,452

 

452

 

 

34,904

 

68.9

%

Middle East, Africa & Asia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Egypt

 

14,073

 

1,129

 

 

15,202

 

1,189

 

 

16,391

 

96.0

%

Ghana

 

 

 

 

 

42

 

1,629

 

1,671

 

99.4

%

Kenya

 

4,092

 

241

 

(4,333

)

 

 

 

 

 

South Africa(4)

 

16,998

 

283

 

 

17,281

 

563

 

 

17,844

 

88.6

%

India

 

44,126

 

5,069

 

 

49,195

 

5,430

 

 

54,625

 

91.5

%

 

 

79,289

 

6,722

 

(4,333

)

81,678

 

7,224

 

1,629

 

90,531

 

92.1

%

Pacific

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Australia

 

3,690

 

50

 

 

3,740

 

(10

)

 

3,730

 

68.3

%

New Zealand

 

2,366

 

35

 

 

2,401

 

26

 

 

2,427

 

72.5

%

Fiji

 

223

 

74

 

 

297

 

43

 

 

340

 

97.2

%

 

 

6,279

 

159

 

 

6,438

 

59

 

 

6,497

 

72.8

%

EMAPA

 

119,115

 

7,786

 

(4,333

)

122,568

 

7,735

 

1,629

 

131,932

 

85.1

%

Group

 

229,686

 

9,057

 

(4,333

)

234,410

 

9,572

 

1,629

 

245,611

 

76.7

%

Reconciliation to proportionate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests in above

 

(23,050

)

(2,305

)

542

 

(24,813

)

(2,500

)

(497

)

(27,810

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates and investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

30,230

 

656

 

21

 

30,907

 

665

 

292

 

31,864

 

5.4

%

Other

 

23,620

 

1,107

 

3,791

 

28,518

 

1,336

 

 

29,854

 

96.8

%

 

 

53,850

 

1,763

 

3,812

 

59,425

 

2,001

 

292

 

61,718

 

 

 

Proportionate(5)

 

260,486

 

8,515

 

21

 

269,022

 

9,073

 

1,424

 

279,519

 

83.0

%

Europe

 

118,843

 

1,277

 

 

120,120

 

1,819

 

 

121,939

 

64.7

%

EMAPA

 

141,643

 

7,238

 

21

 

148,902

 

7,254

 

1,424

 

157,580

 

85.9

%

Notes:

(1)   Group customers are presented on a controlled (fully consolidated) and jointly controlled (proportionately consolidated) basis in accordance with the Group’s current segments.

(2)   Other movements principally relate to Kenya being accounted for as an associate from 28 May 2008 following the allocation of shares in its public offering and the acquisition of Ghana Telecom on 15 August 2008.

(3)   Prepaid customer percentages are calculated on a venture basis.  At 30 September 2008, there were 897.5 million venture customers.

(4)   South Africa refers to the Group’s interests in Vodacom Group (Pty) Limited and its subsidiaries, including those located outside of South Africa.

(5)   Proportionate customers are based on equity interests as at 30 September 2008. The calculation of proportionate customers for Vodafone Essar also assumes the exercise of call options that could increase the Group’s equity interest from 51.58% to 66.98%.  These call options can only be exercised in accordance with Indian law prevailing at the time of exercise.

 

39


 

KEY PERFORMANCE INDICATORS - MOBILE TELECOMMUNICATIONS BUSINESSES

 

MOBILE CUSTOMER CHURN

 

 

 

 

 

ANNUALISED CHURN INFORMATION IN THE QUARTER TO

 

COUNTRY

 

 

 

31 DEC
2006

 

31 MAR
2007

 

30 JUN
2007

 

30 SEP
2007

 

31 DEC
2007

 

31 MAR
2008

 

30 JUN 2008

 

30 SEP
2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany(1)

 

Total

 

20.1%

 

24.2%

 

20.7%

 

20.8%

 

20.1%

 

22.6%

 

21.0%

 

18.9%

 

 

 

Contract

 

15.7%

 

14.9%

 

14.0%

 

14.7%

 

14.5%

 

15.1%

 

16.0%

 

15.6%

 

 

 

Prepaid

 

23.9%

 

31.9%

 

26.4%

 

26.0%

 

24.7%

 

28.5%

 

24.9%

 

21.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Italy

 

Total

 

19.4%

 

20.6%

 

18.1%

 

25.0%

 

24.1%

 

27.5%

 

27.1%

 

30.3%

 

 

 

Contract

 

14.8%

 

14.1%

 

15.9%

 

14.7%

 

17.5%

 

18.1%

 

17.6%

 

15.8%

 

 

 

Prepaid

 

19.8%

 

21.2%

 

18.3%

 

25.9%

 

24.8%

 

28.4%

 

28.2%

 

32.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Spain

 

Total

 

23.4%

 

24.7%

 

22.4%

 

24.5%

 

23.6%

 

24.1%

 

23.6%

 

24.3%

 

 

 

Contract

 

15.3%

 

16.6%

 

14.8%

 

14.6%

 

15.2%

 

16.6%

 

16.4%

 

16.1%

 

 

 

Prepaid

 

32.8%

 

34.5%

 

31.7%

 

37.2%

 

34.6%

 

34.3%

 

33.6%

 

36.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UK

 

Total

 

35.4%

 

29.8%

 

34.1%

 

35.5%

 

34.7%

 

35.7%

 

39.3%

 

38.5%

 

 

 

Contract

 

17.9%

 

17.4%

 

15.9%

 

15.3%

 

15.6%

 

17.3%

 

18.0%

 

17.5%

 

 

 

Prepaid

 

47.0%

 

37.9%

 

46.0%

 

48.8%

 

47.4%

 

47.8%

 

53.7%

 

52.9%

 

Note:

(1)   The customer churn for Germany in the quarter ended 31 December 2006 benefited from a regulatory driven change in the prepaid disconnection policy, which reduced disconnections by 291,000 in the quarter. The underlying prepaid customer churn, excluding this change, was 31.1% and total churn was 24.0%.

 

3G DEVICES(1)

 

 

 

QUARTER TO 30 JUNE 2008

 

QUARTER TO 30 SEPTEMBER 2008

 

COUNTRY (in thousands)

 

AT 1 APR
2008

 

NET
ADDITIONS

 

AT 30 JUNE
2008

 

NET
ADDITIONS

 

AT 30 SEP
2008

 

Germany

 

5,836

 

547

 

6,383

 

585

 

6,968

 

Italy

 

5,905

 

326

 

6,231

 

484

 

6,715

 

Spain

 

5,264

 

546

 

5,810

 

691

 

6,501

 

UK

 

3,632

 

473

 

4,105

 

546

 

4,651

 

Other Europe

 

3,555

 

334

 

3,889

 

312

 

4,201

 

Europe

 

24,192

 

2,226

 

26,418

 

2,618

 

29,036

 

EMAPA

 

2,868

 

572

 

3,440

 

578

 

4,018

 

Group

 

27,060

 

2,798

 

29,858

 

3,196

 

33,054

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer devices

 

23,473

 

2,076

 

25,549

 

2,403

 

27,952

 

Enterprise devices

 

3,587

 

722

 

4,309

 

793

 

5,102

 

Group

 

27,060

 

2,798

 

29,858

 

3,196

 

33,054

 

Note:

(1)   3G devices only include those in the Group’s subsidiary and joint venture undertakings. At 30 September 2008, there were an additional 4.5 million (30 June 2008: 4.2 million, 1 April 2008: 4.0 million) registered Vodafone live! with 3G and Vodafone Mobile Connect data card venture customers in the Group’s associated undertakings.

 

40


 

KEY PERFORMANCE INDICATORS - MOBILE TELECOMMUNICATIONS BUSINESSES

 

MOBILE VOICE USAGE VOLUMES

 

 

 

TOTAL VOICE MINUTES(1) IN THE QUARTER TO

 

COUNTRY (in millions)

 

31 DEC

2006

 

31 MAR

2007

 

30 JUN

2007

 

30 SEP

2007

 

31 DEC

2007

 

31 MAR

2008

 

30 JUN

2008

 

30 SEP

2008

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

8,650

 

9,230

 

9,897

 

10,263

 

10,827

 

11,023

 

11,507

 

11,522

 

Italy

 

8,256

 

8,439

 

8,932

 

9,051

 

9,651

 

9,813

 

10,094

 

10,010

 

Spain

 

7,655

 

8,248

 

8,530

 

8,886

 

8,800

 

8,815

 

9,226

 

9,059

 

UK

 

8,160

 

8,790

 

8,963

 

9,112

 

9,434

 

9,508

 

9,650

 

9,597

 

Albania

 

160

 

167

 

196

 

215

 

188

 

179

 

189

 

222

 

Greece

 

2,113

 

1,985

 

2,168

 

2,282

 

2,244

 

2,262

 

2,395

 

2,443

 

Ireland

 

1,462

 

1,420

 

1,490

 

1,517

 

1,543

 

1,551

 

1,719

 

1,619

 

Malta

 

50

 

48

 

55

 

64

 

59

 

57

 

62

 

70

 

Netherlands

 

1,868

 

1,900

 

2,006

 

1,899

 

2,036

 

2,077

 

2,260

 

2,108

 

Portugal

 

1,586

 

1,612

 

1,657

 

1,836

 

1,764

 

1,763

 

1,839

 

2,049

 

Europe

 

39,960

 

41,839

 

43,894

 

45,125

 

46,546

 

47,048

 

48,941

 

48,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMAPA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastern Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Czech Republic

 

919

 

916

 

985

 

998

 

1,075

 

1,067

 

1,140

 

1,129

 

Hungary

 

1,030

 

1,030

 

1,110

 

1,149

 

1,206

 

1,224

 

1,284

 

1,287

 

Romania(2)

 

2,231

 

2,339

 

2,540

 

2,726

 

2,778

 

2,754

 

2,910

 

2,976

 

Turkey

 

5,781

 

6,224

 

6,583

 

6,551

 

6,157

 

6,155

 

6,876

 

7,028

 

Joint Venture

 

717

 

681

 

769

 

819

 

855

 

930

 

935

 

1,037

 

 

 

10,678

 

11,190

 

11,987

 

12,243

 

12,071

 

12,130

 

13,145

 

13,457

 

Middle East, Africa & Asia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Egypt

 

3,670

 

4,156

 

4,794

 

5,591

 

5,878

 

6,398

 

7,112

 

7,810

 

Ghana(3)

 

 

 

 

 

 

 

 

427

 

India(4)

 

 

 

22,277

 

37,337

 

41,571

 

48,766

 

54,816

 

59,606

 

Joint Ventures(5)(6)

 

6,638

 

5,781

 

3,016

 

4,854

 

4,613

 

4,652

 

4,500

 

3,430

 

 

 

10,308

 

9,937

 

30,087

 

47,782

 

52,062

 

59,816

 

66,428

 

71,273

 

Pacific

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Australia

 

2,238

 

2,222

 

2,179

 

2,252

 

2,422

 

2,402

 

2,417

 

2,402

 

New Zealand

 

672

 

771

 

793

 

834

 

888

 

904

 

928

 

951

 

Joint Venture

 

34

 

32

 

38

 

42

 

47

 

44

 

52

 

92

 

 

 

2,944

 

3,025

 

3,010

 

3,128

 

3,357

 

3,350

 

3,397

 

3,445

 

EMAPA

 

23,930

 

24,152

 

45,084

 

63,153

 

67,490

 

75,296

 

82,970

 

88,175

 

Group

 

63,890

 

65,991

 

88,978

 

108,278

 

114,036

 

122,344

 

131,911

 

136,874

 

 

Notes:

(1)   The total voice minute information presented in the table above represents network minutes, or the volume of minutes handled by each local network, and includes incoming, outgoing and visitor calls. The voice minute information in respect of Germany and New Zealand reflects billed minutes, under which calls are rounded up to the nearest minute under certain tariffs.

(2)   During the quarter ended 31 December 2006, Romania restated usage volumes for all quarters in the prior year. Previous volumes were billed minutes and this has now been restated to network minutes.

(3)   Ghana Telecom is included from 15 August 2008 following the completion of its acquisition.

(4)   Vodafone Essar is included from 8 May 2007 and usage for the year has been rephased following the further integration of its operations into the Group.

(5)   With effect from the quarter ended 30 September 2007, joint venture minutes within the Middle East, Africa & Asia area include the Group’s share of minutes for Vodacom Group (Pty) Limited and its subsidiaries, including those located outside of South Africa.

(6)   With effect from 28 May 2008, joint venture minutes within the Middle East, Africa & Asia area exclude the Group’s share of minutes for Safaricom as it is accounted for as an associate following the allocation of shares in its public offering.

 

 

 

41


KEY PERFORMANCE INDICATORS - MOBILE TELECOMMUNICATIONS BUSINESSES

 

AVERAGE MONTHLY MOBILE REVENUE PER USER IN THE QUARTER

 

COUNTRY

 

 

31 DEC

2006

 

 

31 MAR

2007

 

 

30 JUN

2007

 

 

30 SEP

2007

 

 

31 DEC

2007

 

 

31 MAR 2008

 

 

30 JUN 2008

 

 

30 SEP 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Europe:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

Total

 

 

20.9

 

 

19.3

 

 

19.4

 

 

19.4

 

 

17.9

 

 

16.9

 

 

17.0

 

 

16.8

 

(EUR)

 

Contract

 

 

36.7

 

 

34.7

 

 

34.9

 

 

35.3

 

 

33.1

 

 

32.0

 

 

32.4

 

 

32.4

 

 

 

Prepaid

 

 

7.0

 

 

6.1

 

 

6.2

 

 

6.1

 

 

5.5

 

 

5.0

 

 

4.8

 

 

4.6

 

Italy

 

Total

 

 

25.6

 

 

23.3

 

 

23.1

 

 

22.6

 

 

21.6

 

 

20.8

 

 

21.3

 

 

21.7

 

(EUR)

 

Contract

 

 

71.1

 

 

69.5

 

 

69.8

 

 

65.2

 

 

65.4

 

 

62.1

 

 

60.6

 

 

56.5

 

 

 

Prepaid

 

 

21.5

 

 

19.1

 

 

18.8

 

 

18.6

 

 

17.2

 

 

16.4

 

 

16.8

 

 

17.4

 

Spain

 

Total

 

 

35.1

 

 

33.6

 

 

36.1

 

 

36.4

 

 

34.1

 

 

32.6

 

 

32.6

 

 

33.3

 

(EUR)

 

Contract

 

 

51.3

 

 

48.9

 

 

52.0

 

 

51.7

 

 

48.0

 

 

45.4

 

 

45.4

 

 

45.9

 

 

 

Prepaid

 

 

16.0

 

 

15.0

 

 

16.4

 

 

16.5

 

 

15.5

 

 

14.9

 

 

14.4

 

 

14.6

 

UK

 

Total

 

 

23.5

 

 

22.5

 

 

22.9

 

 

23.9

 

 

22.5

 

 

21.6

 

 

22.0

 

 

22.0

 

(GBP)

 

Contract

 

 

43.7

 

 

43.4

 

 

43.5

 

 

45.8

 

 

42.2

 

 

41.2

 

 

41.2

 

 

40.5

 

 

 

Prepaid

 

 

9.5

 

 

8.6

 

 

8.9

 

 

9.0

 

 

9.0

 

 

8.4

 

 

8.6

 

 

8.8

 

Albania

 

Total

 

 

2,080

 

 

1,860

 

 

1,837

 

 

2,011

 

 

1,773

 

 

1,701

 

 

1,764

 

 

1,941

 

(ALL)

 

Contract

 

 

16,329

 

 

14,612

 

 

14,403

 

 

14,733

 

 

11,781

 

 

9,049

 

 

9,456

 

 

9,632

 

 

 

Prepaid

 

 

1,605

 

 

1,419

 

 

1,366

 

 

1,497

 

 

1,308

 

 

1,258

 

 

1,261

 

 

1,422

 

Greece

 

Total

 

 

27.5

 

 

24.6

 

 

25.4

 

 

26.1

 

 

22.7

 

 

21.5

 

 

22.0

 

 

22.7

 

(EUR)

 

Contract

 

 

61.6

 

 

56.5

 

 

60.0

 

 

62.0

 

 

53.4

 

 

49.7

 

 

51.2

 

 

52.9

 

 

 

Prepaid

 

 

11.4

 

 

10.1

 

 

10.2

 

 

10.4

 

 

8.9

 

 

8.4

 

 

8.4

 

 

8.6

 

Ireland

 

Total

 

 

45.6

 

 

44.6

 

 

45.4

 

 

45.1

 

 

43.9

 

 

41.6

 

 

41.7

 

 

42.5

 

(EUR)

 

Contract

 

 

94.5

 

 

92.5

 

 

94.3

 

 

94.1

 

 

89.4

 

 

85.8

 

 

85.4

 

 

83.2

 

 

 

Prepaid

 

 

27.9

 

 

27.2

 

 

27.1

 

 

26.6

 

 

26.3

 

 

24.1

 

 

23.7

 

 

25.2

 

Malta(1)

 

Total

 

 

30.9

 

 

29.3

 

 

34.0

 

 

37.6

 

 

29.7

 

 

26.2

 

 

30.2

 

 

33.3

 

(EUR)

 

Contract

 

 

93.7

 

 

90.7

 

 

93.8

 

 

95.9

 

 

87.2

 

 

74.2

 

 

75.9

 

 

74.4

 

 

 

Prepaid

 

 

23.9

 

 

22.3

 

 

27.0

 

 

31.0

 

 

23.1

 

 

20.4

 

 

24.1

 

 

27.2

 

Netherlands

 

Total

 

 

31.7

 

 

36.1

 

 

37.6

 

 

38.5

 

 

35.9

 

 

35.4

 

 

36.9

 

 

35.6

 

(EUR)

 

Contract

 

 

52.0

 

 

57.8

 

 

59.7

 

 

59.6

 

 

55.8

 

 

55.0

 

 

57.3

 

 

55.1

 

 

 

Prepaid

 

 

9.8

 

 

9.8

 

 

10.6

 

 

10.8

 

 

9.4

 

 

9.4

 

 

9.4

 

 

9.3

 

Portugal

 

Total

 

 

22.4

 

 

21.7

 

 

22.0

 

 

23.4

 

 

22.1

 

 

21.2

 

 

21.4

 

 

21.6

 

(EUR)

 

Contract

 

 

57.8

 

 

54.2

 

 

54.9

 

 

59.0

 

 

54.2

 

 

50.9

 

 

51.5

 

 

51.4

 

 

 

Prepaid

 

 

13.2

 

 

13.2

 

 

13.2

 

 

14.0

 

 

13.4

 

 

13.0

 

 

12.9

 

 

13.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMAPA Subsidiaries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Australia

 

Total

 

 

54.0

 

 

51.3

 

 

50.5

 

 

49.5

 

 

53.2

 

 

52.5

 

 

48.7

 

 

49.0

 

(AUD)

 

Contract

 

 

98.8

 

 

97.1

 

 

96.2

 

 

93.6

 

 

96.8

 

 

90.7

 

 

88.4

 

 

84.1

 

 

 

Prepaid

 

 

37.2

 

 

34.1

 

 

33.0

 

 

32.0

 

 

35.2

 

 

35.7

 

 

31.5

 

 

32.6

 

Czech Republic

 

Total

 

 

658

 

 

613

 

 

635

 

 

619

 

 

618

 

 

581

 

 

604

 

 

606

 

(CZK)

 

Contract

 

 

946

 

 

897

 

 

916

 

 

889

 

 

891

 

 

844

 

 

869

 

 

870

 

 

 

Prepaid

 

 

331

 

 

295

 

 

320

 

 

320

 

 

319

 

 

296

 

 

316

 

 

321

 

Egypt

 

Total

 

 

79.4

 

 

75.0

 

 

75.0

 

 

71.0

 

 

66.2

 

 

63.2

 

 

62.1

 

 

61.5

 

(EGP)

 

Contract

 

 

289.9

 

 

295.8

 

 

308.8

 

 

304.5

 

 

281.2

 

 

286.7

 

 

293.5

 

 

292.9

 

 

 

Prepaid

 

 

61.4

 

 

59.1

 

 

60.4

 

 

58.2

 

 

55.6

 

 

52.6

 

 

51.4

 

 

51.3

 

Ghana

 

Total

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

5.9

 

(GHS)

 

Contract

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

0.0

 

 

 

Prepaid

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

6.0

 

Hungary

 

Total

 

 

5,171

 

 

4,749

 

 

4,935

 

 

4,994

 

 

4,846

 

 

4,270

 

 

4,418

 

 

4,527

 

(HUF)

 

Contract

 

 

8,529

 

 

7,847

 

 

8,010

 

 

7,832

 

 

7,484

 

 

6,639

 

 

6,931

 

 

7,065

 

 

 

Prepaid

 

 

3,250

 

 

2,839

 

 

2,873

 

 

2,930

 

 

2,801

 

 

2,362

 

 

2,379

 

 

2,426

 

India

 

Total

 

 

N/A

 

 

N/A

 

 

N/A

 

 

361

 

 

349

 

 

350

 

 

332

 

 

305

 

(INR)

 

Contract

 

 

N/A

 

 

N/A

 

 

N/A

 

 

886

 

 

899

 

 

910

 

 

904

 

 

871

 

 

 

Prepaid

 

 

N/A

 

 

N/A

 

 

N/A

 

 

291

 

 

283

 

 

287

 

 

272

 

 

250

 

New Zealand

 

Total

 

 

49.1

 

 

47.6

 

 

44.8

 

 

47.1

 

 

49.2

 

 

48.1

 

 

44.8

 

 

44.6

 

(NZD)

 

Contract

 

 

128.9

 

 

122.8

 

 

117.2

 

 

118.7

 

 

120.3

 

 

115.7

 

 

107.9

 

 

106.1

 

 

 

Prepaid

 

 

23.7

 

 

23.4

 

 

21.4

 

 

22.0

 

 

23.7

 

 

23.3

 

 

21.6

 

 

21.1

 

Romania(2)

 

Total

 

 

10.7

 

 

9.5

 

 

10.8

 

 

10.9

 

 

10.8

 

 

9.7

 

 

10.3

 

 

10.4

 

(EUR)

 

Contract

 

 

21.5

 

 

19.1

 

 

21.9

 

 

22.4

 

 

22.3

 

 

19.6

 

 

21.2

 

 

21.2

 

 

 

Prepaid

 

 

5.0

 

 

4.3

 

 

4.7

 

 

4.6

 

 

4.5

 

 

4.0

 

 

3.8

 

 

3.9

 

Turkey

 

Total

 

 

14.4

 

 

14.4

 

 

15.7

 

 

16.3

 

 

14.6

 

 

13.2

 

 

13.6

 

 

14.2

 

(TRY)

 

Contract

 

 

28.2

 

 

28.7

 

 

29.2

 

 

29.8

 

 

28.7

 

 

27.4

 

 

27.3

 

 

28.6

 

 

 

Prepaid

 

 

12.9

 

 

12.9

 

 

14.1

 

 

14.7

 

 

12.9

 

 

11.4

 

 

11.8

 

 

12.3

 

Notes:

(1)          Malta adopted the euro from 1 January 2008. Historical ARPU numbers have been translated at the 1 January 2008 Maltese lira/euro exchange rate.

(2)          On 1 October 2007, Romania rebased all of its tariffs and changed its functional currency from US dollars to euros. Historical ARPU numbers have been translated at the 1 October 2007 US$/euro exchange rate.

 

42


 

OTHER INFORMATION

 

TRADEMARKS

 

Vodafone, Vodafone Mobile Connect, Vodafone Office, Vodafone At Home, Vodafone live!, Vodafone M-Pesa, Vodafone Money Transfer, Vodafone Station, Vodafone Complet and Vodacom are trademarks of the Vodafone Group.  Other product and company names mentioned herein may be the trademarks of their respective owners.

 

Copyright © Vodafone Group 2008

 

DEFINITION OF TERMS

 

Term

 

Definition

 

ARPU

 

Service revenue excluding fixed line revenue, fixed advertising revenue and revenue related to business managed services divided by average customers.

 

Organic growth

 

The percentage movements in organic growth are presented to reflect operating performance on a comparable basis, both in terms of percentage of entity ownership, and exchange rate movements.

 

 

For definitions of other terms please refer to page 155 of the Group’s Annual Report for the year ended 31 March 2008.

 

CHANGE IN PRESENTATION

 

During the period, the Group revised its presentation of revenue and costs.

 

Visitor revenue and revenue from Mobile Virtual Network Operators, or MVNOs, are now reported in the line ‘other service revenue’. This revenue was previously reported within each of the lines for voice, messaging and data revenue. Visitor revenue represents the amounts received by a Vodafone operating company when customers of another operator, including those of other Vodafone companies, roam onto its network. Visitor revenue previously reported within data revenue will continue to be included in the measurement of total communications initiatives. All periods are presented on the revised basis.

 

In the revised presentation of costs,

 

·                  direct costs include amounts previously reported as interconnect costs and other direct costs, except for expenses related to ongoing commissions;

 

·                  customer costs include amounts previously reported within acquisition costs and retention costs, as well as expenses related to ongoing commissions, marketing, customer care and sales and distribution; and

 

·                  operating expenses are now comprised primarily of network and IT related expenditure, support costs from HR and finance and certain intercompany items.

 

All periods are presented on the revised basis.

 

43


OTHER INFORMATION

 

FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and businesses and certain of the Group’s plans and objectives.

 

In particular, such forward-looking statements include statements with respect to expectations regarding the Group’s financial condition or results of operations contained within the Chief Executive’s Statement on pages 3 and 4 and the Outlook for the 2009 Financial Year on page 6 of this document, and expectations for the Group’s future performance generally; expectations regarding the operating environment and market conditions and trends, including customer mix and usage, competitive pressures and price trends; intentions and expectations regarding the development and launch of products, services and technologies introduced by Vodafone or by Vodafone in conjunction with third parties; anticipated benefits to the Group from cost reduction or efficiency programmes; growth in customers and usage; growth in mobile data, enterprise and broadband; growth in emerging markets, especially India, Turkey and Africa; expectations regarding foreign exchange rates and interest rates; expectations regarding revenue, adjusted operating profit, capitalised fixed asset additions, free cash flows, costs, tax payments and tax rates; expectations regarding capital intensity, capital expenditures and depreciation and amortisation charges; expectations regarding liquidity and capitalisation; expectations regarding the integration or performance of current and future investments, associates, joint ventures and newly acquired businesses; the rate of dividend growth by the Group or its existing investments; and the impact of regulatory and legal proceedings involving Vodafone and of scheduled or potential regulatory changes.

 

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: changes in economic or political conditions in markets served by operations of the Group that would adversely affect the level of demand for mobile services; greater than anticipated competitive activity, from both existing competitors and new market entrants, which could require changes to the Group’s pricing models, lead to customer churn or make it more difficult to acquire new customers; the impact of investment in network capacity and the deployment of new technologies, or the rapid obsolescence of existing technology; higher than expected costs or capital expenditures; slower than expected customer growth and reduced customer retention; changes in the spending patterns of new and existing customers and the possibility that new products and services will not be commercially accepted or perform according to expectations; the Group’s ability to renew or obtain necessary licences; the Group’s ability to achieve cost savings; the Group’s ability to execute its strategy in mobile data, enterprise and broadband and in emerging markets; changes in foreign exchange rates or interest rates; the ability to realise benefits from entering into partnerships for developing data and internet services and entering into service franchising and brand licensing; unfavourable consequences of acquisitions or disposals; changes in the regulatory framework in which the Group operates, including possible action by regulators in markets in which the Group operates or by the EU to regulate rates the Group is permitted to charge; the impact of legal or other proceedings against the Group or other companies in the mobile telecommunications industry; loss of suppliers or disruption of supply chains; the Group’s ability to satisfy working capital and other requirements through access to, bank facilities, funding in the capital markets and operations; changes in statutory tax rates or profit mix which might impact the weighted average tax rate; changes in tax legislation or final resolution of open tax issues which might impact the Group’s tax payments or effective tax rate; and changes in exchange rates, including particularly the exchange rate of pounds sterling to the euro and the US dollar.

 

Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found under “Principal Risk Factors and Uncertainties” in Vodafone Group Plc’s Annual Report on Form 20-F for the year ended 31 March 2008. All subsequent written or oral forward-looking statements attributable to the Company or any member of the Group or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Neither Vodafone nor any of its affiliates intends to update these forward-looking statements.

 

44


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

 

 

VODAFONE GROUP

 

PUBLIC LIMITED COMPANY

 

(Registrant)

 

 

 

 

Dated: November 12, 2008

By: /s/S R SCOTT

 

Name: Stephen R. Scott

 

Title: Group General Counsel and Company Secretary