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 10 November, 2010

 

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 contains a news release issued by Vodafone Group Plc on 9 November 2010, entitled “VODAFONE ANNOUNCES H1 2010/11 RESULTS AND STRATEGY UPDATE”.

 


 

9 November 2010

 

VODAFONE ANNOUNCES H1 2010/11 RESULTS AND STRATEGY UPDATE

 

Strong results: Improved revenue growth, upgraded full year profit guidance

 

·                  Q2 Group organic service revenue growth of +2.3% – with improved revenue trends in all regions

 

·                  H1 EBITDA margin 32.6% – trend in line with expectations

 

·                  Strong performance at Verizon Wireless

 

·                  Full year guidance for adjusted operating profit increased to £11.8 billion to £12.2 billion

 

·                  Free cash flow guidance confirmed to be in excess of £6.5 billion

 

·                  Accelerated realisation of SoftBank interests for £3.1 billion

 

H1 financial highlights

 

Six months ended

 

Change year on year

 

Year on year
Q2 vs. Q1

 

 

 

30 September 2010

 

Reported

 

Organic

 

Organic

 

 

 

 

 

£m

 

%

 

%

 

pps

 

Group revenue

 

 

 

22,603

 

+3.9

 

+1.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group service revenue

 

 

 

21,229

 

+3.7

 

+1.7

 

+1.2

 

Europe

 

 

 

13,545

 

(4.3

)

(1.3

)

+0.9

 

Africa and Central Europe

 

 

 

4,165

 

+20.1

 

+4.8

 

+2.1

 

Asia Pacific and Middle East

 

 

 

3,572

 

+22.2

 

+11.4

 

+1.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

6,069

 

+2.7

 

+0.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

 

 

3,489

 

(12.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS

 

 

 

14.31

p

+56.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

 

 

8.76

p

+0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend per share

 

 

 

2.85

p

+7.1

 

 

 

 

 

 

 

Strategy update: creating a more valuable Vodafone

 

·                  A regionally focused Group: Europe, Africa and India

 

·                  A winning growth strategy:

      Mobile data: accelerate exploitation of mobile data growth opportunity

      Enterprise: selective expansion in growth segments

      Emerging markets: drive penetration and data across attractive footprint

      Total Communications in Europe: continued capital efficient approach

      New services: growth opportunities including machine-to-machine and financial services

 


 

Strategy update: creating a more valuable Vodafone (continued)

 

·                  Exploit scale to enhance efficiency and deliver cost benefits

 

·                  Generate free cash flow or liquidity from non-controlled assets building on the China Mobile and SoftBank disposals

 

·                  Rigorous application of capital discipline to enhance shareholder returns

 

 

Vittorio Colao, Group Chief Executive, commented:

 

“I am pleased to report a further improvement in organic service revenue growth, together with upgraded guidance. We have also today announced an updated strategy, which positions Vodafone to realise further value from non-controlled assets, take full advantage of the most valuable telecommunications growth opportunities ahead and which will deliver sustainable revenue growth, stabilising margins and strong free cash flows.”

 


 

CHIEF EXECUTIVE’S STATEMENT

 

Operating review

 

Group revenue increased by 3.9% to £22.6 billion, with improved organic growth trends in all of the Group’s regions. In Q2 Group organic service revenue increased by 2.3%(*), 1.2 percentage points(*) faster than Q1, with data revenue growth of 25.9%(*).

 

Group adjusted operating profit increased by 2.7% to £6.1 billion with an increased contribution from Africa and Central Europe, Asia Pacific and Middle East and Verizon Wireless offsetting lower profit in Europe.

 

Group EBITDA margin declined by 1.7 percentage points in H1, in line with our expectations, with increased commercial investment in Europe mostly funded by the Group’s cost efficiency programmes.

 

Cash generation remained robust, with free cash flow of £3.5 billion, consistent with our full year guidance. Capital expenditure of £2.4 billion was at a lower level than in the same period last year reflecting delayed infrastructure investment in India due to import restrictions.

 

In Europe service revenue declined by 1.3%(*) with improvement in trends in Q2 where service revenue declined only 0.8%(*), reflecting continued growth in Germany and the UK, an improved trend in Italy and continuing weakness in Spain. Data revenue growth was 23.2%(*) and fixed line growth was 4.4%(*). Operating costs in Europe including Common Functions declined by 3.4%(*), enabling further commercial investment. EBITDA margin declined 1.6 percentage points.

 

In Africa and Central Europe service revenue increased by 20.1%, reflecting favourable foreign exchange rate movements and the impact of the acquisition of a controlling stake in Vodacom in the prior year. On an organic basis service revenue increased by 4.8%(*), with continued growth in Turkey and Vodacom and stable trends in most Central European operations. EBITDA margins were stable.

 

In Asia Pacific and Middle East service revenue increased by 22.2% reflecting a strong contribution from India where service revenue grew by 14.7%(*) and where we added 14.7 million customers during the period. The regional EBITDA margin increased by nearly 2 percentage points reflecting better margins in India as we begin to gain the benefits of scale.

 

At Verizon Wireless underlying service revenue growth was 6.2%(*), the EBITDA margin was 40.0% and data revenue continued to grow rapidly. Free cash flow generation remained strong and net debt had reduced to US$14.3 billion by 30 September.

 

In September we sold the Group’s 3.2% interest in China Mobile Limited realising £4.3 billion before tax and we have committed £2.8 billion of this to a share buy back programme of which £0.1 billion had been completed by 30 September. We have today announced an agreement to accelerate the realisation of our interests in SoftBank for proceeds of approximately £3.1 billion which will be received in two broadly equal instalments in December 2010 and April 2012.

 

Reported earnings per share was 14.31 pence, our highest ever reported earnings per share in a half-year period, benefiting from a £2.4 billion gain on the sale of our interest in China Mobile and the resolution of certain long standing tax issues offset in part by an impairment charge of £0.8 billion in respect of Greece. Adjusted earnings per share was 8.76 pence broadly in line with last year and the dividend per share has increased by 7.1% to 2.85 pence consistent with the Group’s medium-term dividend growth policy communicated in May 2010.

 

Strategy update

 

In November 2008 we implemented a strategy to strengthen Vodafone in a sharply deteriorating economic climate. Since then Vodafone has returned to organic revenue growth and gained revenue market share in the majority of our markets. On an annualised basis the Group’s mobile data business has

 

 


 

CHIEF EXECUTIVE’S STATEMENT

 

grown to nearly £5 billion and fixed line revenue, primarily broadband, has grown to over £3 billion. Revenue generated from enterprise customers has also returned to growth. In emerging markets India gained the number two market position by revenue, South Africa has retained its number one position and Turkey is now generating profitable double digit revenue growth. The Group has generated free cash flow well ahead of the £5 billion to £6 billion target established in 2008, allowing the Board to establish a three year 7% dividend per share growth policy.

 

Since November 2008 we have seen tangible evidence of accelerating mobile data adoption where consumers and business customers are seizing the benefits of fast, reliable mobile data networks using smartphones and other mobile data devices such as tablets. We are also seeing increased interest in broader data-based services like payments via handsets and an initial wave of mobile devices for homes and cars. In emerging economies, where revenue growth is still being driven by increasing penetration of mobile devices, data penetration is low but demand for access to the internet is high and to a large extent can only be satisfied by mobile networks.

 

The execution of our updated strategy, announced today, will create a more valuable business, establish Vodafone as the leading operator in mobile data in Europe, India and Africa and further develop our market position in total communications.

 

We will pursue a growth strategy focused particularly on Europe, Africa and India

 

1.        Mobile data: we will capitalise on the rapid increase in demand for ubiquitous mobile data services and accelerate the rate of adoption by customers in underpenetrated markets by:

 

·          serving our customers’ demand for networks with wide and deep coverage, high speed capability and reliability, by continuing to invest in our already leading European networks and further developing our data networks in our Indian and African markets;

 

·          transitioning our data pricing plans to tiered plans and differentiated service levels, to encourage data adoption and adjust pricing to usage, thereby giving customers more control and driving better returns on our investment;

 

·          enhancing our customer care, retail presence, online services and support, to ensure that customers get the best data experience with Vodafone; and

 

·          carrying a balanced portfolio of smartphones and connected devices, with all leading brands, and supplementing our range with attractively priced Vodafone-branded smartphones to accelerate further smartphone penetration across our customer base.

 

2.        Enterprise: we will further grow enterprise revenue through the introduction of new services for the SME, SoHo and Corporate segments, increasing our addressable market and building on the momentum of Vodafone Global Enterprise and Vodafone One Net.

 

3.        Emerging markets: we will continue to generate revenue growth from driving penetration of mobile voice and SMS and accelerating the adoption of affordable data into our attractive markets across India and Africa.

 

4.        Total Communications: in Europe, where we see early signs of convergence, we will build on our recent success in fixed broadband and continue to secure over time access to fast broadband to allow us to service the enterprise and consumer markets in a capital efficient manner.

 

5.        New services: we will selectively expand into a number of new growth segments including machine-to-machine services and financial mobile services.

 


 

CHIEF EXECUTIVE’S STATEMENT

 

We will continue to drive benefits from the Group’s scale advantage and cost focus

 

The current composition of the Group has increased efficiency and enabled us to achieve favourable comparative cost positions in many markets. We will continue to generate significant savings from technology standardisation, off-shoring, outsourcing and platform sharing. Our supply chain management programmes will enable us to continue to reduce our cost to carry in an increasingly data driven environment. The Group’s second £1 billion cost efficiency programme is on track and we continue to identify further ways to simplify and standardise our business to increase efficiency.

 

We will seek to generate free cash flow or liquidity from non-controlled assets and investments

 

Non-controlled assets (primarily Verizon Wireless and SFR) constitute a significant proportion of the Group’s assets but only generate a small proportion of reported free cash flow. We will seek to maximise the value of non-controlled assets in a tax efficient manner either through generating liquidity or increased regular free cash flow in order to fund profitable investment and enhance shareholder returns.

 

Verizon Wireless, the Group’s largest non-controlled asset, is the market leader in an attractive market and is performing strongly. SFR is well positioned as a converged operator in the French market. Vodafone’s proportionate share of free cash flow from Verizon Wireless and SFR was around £5 billion last year. However, the net cash flow from these two assets was only around £1 billion in the 2010 financial year. The opportunity for incremental value creation is, therefore, substantial.

 

In addition, we will actively manage our investment portfolio and seek out value enhancing opportunities – wherever possible – as we have done with the sale of the Group’s investment in China Mobile and in SoftBank which was announced today.

 

We will continue to apply capital discipline to our approach to investment

 

We continue to apply capital discipline to our investment decisions. We apply rigorous commercial analysis and demanding hurdle rates, including our existing M&A criteria, to ensure that any investment and corporate activity will enhance shareholder returns. Adhering to our target credit rating of low single A continues to provide the Group with a low cost of debt and good access to liquidity. We will continue to undertake regular reviews of Vodafone’s entire portfolio to ensure that we optimise value for shareholders.

 

Improved guidance for the 2011 financial year and medium-term targets

 

For the current year we have updated our guidance and increased our expectations for adjusted operating profit, reflecting the higher than expected revenue growth in each of the Group’s regions and the current strong performance at Verizon Wireless. We continue to expect free cash flow to be in excess of £6.5 billion.

 

As we implement our updated strategy in the three financial years to FY 2014, we expect to generate organic revenue growth in the range of 1% to 4% per annum, stabilising Group EBITDA margins and free cash flow generation of between £6 billion and £7 billion per annum from the Group’s existing operations.

 

Summary

 

The focused execution of our November 2008 strategy in a challenging economic environment has enabled the Group to return to organic revenue growth and delivered sustainable high cash flows whilst maintaining investment in technology and customer experience.

 

Our updated strategy, announced today, will position Vodafone to take full advantage of the most valuable telecommunications growth opportunities ahead, deliver sustainable revenue growth and stabilising EBITDA margins. This, together with our pursuit of liquidity and value from the Group’s non-controlled investments, will drive enhanced free cash flow and returns for shareholders.

 

Note:

(*)  All amounts marked with an “(*)” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and foreign exchange rates.

 


 

GROUP FINANCIAL HIGHLIGHTS

 

 

 

 

 

2010

 

2009

 

% change

 

 

Page

 

£m

 

£m

 

Reported

 

Organic

 

Financial information(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

26

 

22,603

 

21,761

 

3.9

 

1.8

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

26

 

5,213

 

6,068

 

(14.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

26

 

8,240

 

5,747

 

43.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

 

26

 

7,504

 

4,795

 

56.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (pence)

 

26

 

14.31p

 

9.17p

 

56.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure(2)

 

38

 

2,435

 

2,602

 

(6.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash generated by operations

 

21

 

7,331

 

7,577

 

(3.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance reporting(1)(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group EBITDA

 

9

 

7,363

 

7,455

 

(1.2

)

(2.8

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

9, 40

 

6,069

 

5,911

 

2.7

 

0.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted profit before tax

 

11, 40

 

5,629

 

5,481

 

2.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted effective tax rate

 

11

 

22.9%

 

21.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted profit attributable to equity shareholders

 

12, 40

 

4,616

 

4,582

 

0.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per share (pence)

 

12, 40

 

8.76p

 

8.72p

 

0.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow(3)

 

21

 

3,489

 

4,003

 

(12.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net debt

 

21, 22

 

30,457

 

34,001

 

(10.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1)  Amounts presented at 30 September or for the six month period then ended.

(2)  See page 37 for “Use of non-GAAP financial information” and page 42 for “Definition of terms”.

(3)  All references to free cash flow are to amounts before licence and spectrum payments.

 


 

UPDATED GUIDANCE

 

Please see page 37 for “Use of non-GAAP financial information”, page 42 for “Definition of terms” and page 43 for “Forward-looking statements”.

 

2011 financial year guidance

 

Original guidance
2011 financial year
£bn

 

Updated guidance
2011 financial year
£bn

 

 

 

 

 

Adjusted operating profit

 

11.2 – 12.0

 

11.8 – 12.2

 

 

 

 

 

Free cash flow

 

In excess of 6.5

 

In excess of 6.5

 

 

 

 

 

 

As the result of strong revenue performance in each of the Group’s three regions and good results at Verizon Wireless we now expect that adjusted operating profit for the 2011 financial year will be in the range of £11.8 billion to £12.2 billion.

 

Expectations for EBITDA margins and depreciation and amortisation remain unchanged. We expect EBITDA margins to decline but at a significantly lower rate than that experienced in the previous financial year. Total depreciation and amortisation charges are expected to be at a similar level to the prior financial year, before the impact of licence and spectrum purchases.

 

Free cash flow is still expected to be in excess of £6.5 billion, based on £3.5 billion in the first half of the financial year and a slightly higher level of capital investment in the second half. We intend to maintain capital expenditure at a similar level to the 2010 financial year, adjusted for foreign exchange rate movements, continuing to invest in high speed data networks to increase the attractiveness of the Group’s data services.

 

The adjusted effective tax rate for the 2011 financial year is expected to be in the mid 20s with the Group targeting a similar level in the medium-term.

 

Medium-term guidance

 

Medium-term guidance for the three
financial years ending 31 March 2014

 

 

 

Organic service revenue growth

 

1% to 4% per annum

 

 

 

Group EBITDA margins

 

Stabilising

 

 

 

Free cash flow

 

Between £6 and £7 billion per annum

 

 

 

 

The execution of the updated strategy is targeted to achieve annual growth in organic service revenue of between 1% and 4% in the period to 31 March 2014. Over the same period we expect that EBITDA margins will stabilise, as we benefit from continued cost efficiency, regional scale and improving margins in a number of markets including India.

 

We continue to expect that free cash flow generation will remain in the £6.0 billion to £7.0 billion range for the same period underpinning the three year 7% per annum dividend per share growth policy issued in May 2010. We continue to expect that total dividends per share will be no less than 10.18 pence for the 2013 financial year.

 

The free cash flow target range excludes any incremental benefit that we derive from our strategy to generate liquidity or incremental cash flow from non-controlled assets of the Group such as Verizon Wireless and SFR.

 

Assumptions

 

Annual and medium-term guidance is based on our current assessment of the global economic outlook and assumes foreign exchange rates of £1:€1.15 and £1:US$1.50. It excludes the impact of licence and spectrum purchases, material one-off tax related payments and restructuring costs and assumes no material change to the current structure of the Group. In addition, the 2011 financial year guidance excludes the impact of the one-off revenue adjustment in Verizon Wireless announced by Verizon Communications in conjunction with its June 2010 results, additional Alltel integration costs and the benefit of the later than expected disposal of certain Alltel divest properties which, in aggregate, reduced Vodafone’s adjusted operating profit by £0.1 billion.

 


 

UPDATED GUIDANCE

 

With respect to the 7% per annum dividend per share growth policy, as the Group’s free cash flow is predominantly generated by companies operating within the euro currency zone, we have assumed that the euro to sterling exchange rate remains within 10% of the above guidance exchange rate.

 

Actual exchange rates may vary from the exchange rate assumptions used. A 1% change in the euro to sterling exchange rate would impact adjusted operating profit by approximately £70 million and free cash flow by approximately £60 million and a 1% change in the dollar to sterling exchange rate would impact adjusted operating profit by approximately £45 million. The assumed exchange rates quoted above are those used in conjunction with the guidance set out in May 2010, and have no implication for Vodafone’s view of future exchange rate movements.

 


 

CONTENTS

 

 

 

 

Page

Financial results

9

Liquidity and capital resources

21

Other significant developments

24

Risk factors

25

Responsibility statement

25

Condensed consolidated financial statements

26

Use of non-GAAP financial information

37

Additional information

38

Other information (including forward-looking statements)

42

 

 

 

FINANCIAL RESULTS

 

Group(1)(2)

 

 

 

 

 

Africa
and
Central

 

Asia
Pacific
and
Middle

 

Verizon

 

Common

 

 

 

Six months ended
30 September

 

 

 

 

 

 

 

Europe

 

Europe

 

East

 

Wireless

 

Functions(3)

 

Eliminations

 

2010

 

 

2009

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

 

£m

 

£

 

Organic(4)

 

Voice revenue

 

8,011

 

3,093

 

2,685

 

 

 

(1

)

13,788

 

 

13,980

 

 

 

 

 

Messaging revenue

 

1,818

 

365

 

298

 

 

1

 

 

2,482

 

 

2,313

 

 

 

 

 

Data revenue

 

1,744

 

371

 

296

 

 

 

 

2,411

 

 

1,880

 

 

 

 

 

Fixed line revenue

 

1,426

 

165

 

55

 

 

 

 

1,646

 

 

1,583

 

 

 

 

 

Other service revenue

 

546

 

171

 

238

 

 

2

 

(55

)

902

 

 

717

 

 

 

 

 

Service revenue

 

13,545

 

4,165

 

3,572

 

 

3

 

(56

)

21,229

 

 

20,473

 

3.7

 

1.7

 

Other revenue

 

753

 

360

 

165

 

 

111

 

(15

)

1,374

 

 

1,288

 

 

 

 

 

Revenue

 

14,298

 

4,525

 

3,737

 

 

114

 

(71

)

22,603

 

 

21,761

 

3.9

 

1.8

 

Direct costs

 

(3,432

)

(1,197

)

(1,076

)

 

(32

)

56

 

(5,681

)

 

(5,303

)

 

 

 

 

Customer costs

 

(4,162

)

(1,225

)

(738

)

 

(135

)

 

(6,260

)

 

(5,795

)

 

 

 

 

Operating expenses

 

(1,563

)

(751

)

(845

)

 

(155

)

15

 

(3,299

)

 

(3,208

)

 

 

 

 

EBITDA

 

5,141

 

1,352

 

1,078

 

 

(208

)

 

7,363

 

 

7,455

 

(1.2

)

(2.8

)

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(2

)

(371

)

(204

)

 

 

 

(577

)

 

(592

)

 

 

 

 

Purchased licences

 

(484

)

(20

)

(59

)

 

 

 

(563

)

 

(547

)

 

 

 

 

Other

 

(1,669

)

(542

)

(581

)

 

(16

)

 

(2,808

)

 

(2,727

)

 

 

 

 

Share of result in associates

 

282

 

24

 

5

 

2,344

 

(1

)

 

2,654

 

 

2,322

 

 

 

 

 

Adjusted operating profit

 

3,268

 

443

 

239

 

2,344

 

(225

)

 

6,069

 

 

5,911

 

2.7

 

0.7

 

Impairment loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(800

)

 

 

 

 

 

 

Other income and expense(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

157

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

 

 

5,213

 

 

6,068

 

 

 

 

 

Non-operating income and expense

 

 

 

 

 

 

 

 

 

 

 

2,389

 

 

(7

)

 

 

 

 

Net investment income/(financing costs)

 

 

 

 

 

 

 

 

 

638

 

 

(314

)

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

(736

)

 

(952

)

 

 

 

 

Profit for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

7,504

 

 

4,795

 

 

 

 

 

 

Notes:

(1)          The Group announced a new organisational structure on 9 September 2010, effective on 1 October 2010. The results presented are in line with the structure as at 30 September 2010.

(2)          Current period results reflect average exchange rates of £1:€1.19 and £1:US$1.52.

(3)          Common Functions primarily represent the results of the partner markets and the net result of unallocated central Group costs and excludes income from intercompany royalty fees.

(4)          Organic growth includes Vodacom at the current level of ownership but excludes Australia following the merger with Hutchison 3G Australia on 9 June 2009.

(5)          The £56 million loss for the six months ended 30 September 2010 represents the net loss on disposal of certain Alltel investments by Verizon Wireless and is included within the line item “Share of results in associates” on the condensed consolidated income statement.

 


 

FINANCIAL RESULTS

 

Revenue

 

Group revenue increased by 3.9% to £22,603 million and Group service revenue increased by 3.7% to £21,229 million, both benefiting from exchange rate movements. On an organic basis Group service revenue increased by 1.7%(*), with a 1.2 percentage point improvement between the first and second quarter as each of the regions delivered improved quarterly service revenue trends.

 

In Europe service revenue fell by 1.3%(*). However, there was an improving trend as the decline of 0.8%(*) in the second quarter represented a 0.9 percentage point improvement on the first quarter. This was driven by the growth in our northern european businesses which was partially offset by challenging conditions in Spain and Italy.

 

Both Germany and the UK have built on the positive organic service revenue growth trends in the first quarter, delivering half-year growth of 1.1%(*) and 2.9%(*) respectively. Spain continued to experience intense competitive and economic pressure leading to a 7.1%(*) decline in service revenue. Organic service revenue also declined in Italy where we have responded to significant price competition with tactical promotional investments. European enterprise revenue increased by 0.2%(*) with improved roaming activity and customer wins by Vodafone Global Enterprise. Organic enterprise revenue increased in Germany, Italy and the UK in the second quarter, partially offset by a decline in Spain due to the economic climate.

 

In Africa and Central Europe service revenue grew by 4.8%(*). The turnaround plan in Turkey has driven half-year service revenue growth of 26.8%(*), with a 5.8 percentage point(*) improvement between the first and second quarters. Vodacom continued to perform well, with strong data revenue growth offsetting weaker voice revenue which was impacted by a termination rate cut. Challenging economic and competitive conditions continued in our Central European businesses, where service revenue growth was also impacted by mobile termination rate cuts.

 

In Asia Pacific and Middle East service revenue increased by 11.4%(*), driven by an increase in the mobile customer base in India and growth in Qatar, where our mobile customer base is now over 601,000. Our Australian joint venture continued to perform well with service revenue growth of 12.4%(*) in the second quarter.

 

Operating profit

 

EBITDA decreased by 1.2% to £7,363 million with a 1.7 percentage point decline in the reported EBITDA margin and a 1.5 percentage point(*) reduction on an organic basis.

 

In Europe EBITDA decreased by 5.1%(*), with a decline in the reported EBITDA margin of 1.6 percentage points, primarily driven by higher investment in acquisition and retention costs partially offset by operating cost efficiencies.

 

Africa and Central Europe’s EBITDA increased by 6.7%(*), whilst the reported EBITDA margin remained stable, as growth in Vodacom and improvements in Turkey more than offset weakness in Romania.

 

In Asia Pacific and Middle East EBITDA increased by 11.5%(*), with the reported EBITDA margin increasing by 1.8 percentage points, driven by growth in India and Qatar which was partially offset by weakness in Egypt following competitive pressure on pricing.

 

Operating profit declined by 14.1% as the increase in the Group’s share of results of Verizon Wireless was more than offset by an impairment loss of £800 million in relation to Vodafone Greece, primarily resulting from significant increases in discount rates, and the decline in Group EBITDA. Our share of results in Verizon Wireless, the Group’s associate in the United States, increased by 12.6%(*) primarily due to the expanding customer base, robust data revenue and lower acquisition costs partially offset by higher customer retention costs.

 

Profit for the period increased by 56.5% primarily due to the £2,388 million profit arising on the sale of the Group’s 3.2% interest in China Mobile Limited and the impact of the settlement of the UK controlled foreign companies (“CFC”) tax claim.

 


 

FINANCIAL RESULTS

 

Net investment income/(financing costs)

 

 

Six months ended 30 September

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Investment income

 

1,402

 

 

634

 

Financing costs

 

(764

)

 

(948

)

Net investment income/(financing costs)

 

638

 

 

(314

)

 

 

 

 

 

 

 

Analysed as:

 

 

 

 

 

 

Net financing costs before income from investments

 

(594

)

 

(559

)

Potential interest charges arising on settlement of outstanding tax issues(1)

 

(47

)

 

(108

)

Income from investments

 

201

 

 

237

 

 

 

(440

)

 

(430

)

Foreign exchange(2)

 

228

 

 

(115

)

Equity put rights and similar arrangements(3)

 

(22

)

 

231

 

Interest on the CFC settlement(4)

 

872

 

 

 

 

 

638

 

 

(314

)

 

Notes:

(1)          Excluding interest credits related to the CFC settlement.

(2)          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 on the disposal of Vodafone Japan to SoftBank in April 2006.

(3)          Includes foreign exchange movements, accretion expense and fair value charges. Further details of these options are provided on page 23.

(4)          See note 4 to the condensed consolidated financial statements for further details.

 

Net financing costs before income from investments increased from £559 million to £594 million primarily due to a change in the currency mix, with an increased share of net debt denominated in currencies other than euros and US dollars. This was partially offset by a reduction in average interest rates for debt denominated in euros and US dollars. At 30 September 2010 the provision for potential interest charges arising on settlement of outstanding tax issues was £477 million (31 March 2010: £1,312 million), with the reduction reflecting decreased tax provisions following settlement of the UK CFC tax case.

 

Taxation

 

 

Six months ended 30 September

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Income tax expense

 

736

 

 

952

 

Tax on adjustments to derive adjusted profit before tax

 

(235

)

 

(28

)

Tax benefit related to settlement of UK CFC tax case

 

550

 

 

 

Adjusted income tax expense

 

1,051

 

 

924

 

Share of associates’ tax

 

322

 

 

335

 

Adjusted income tax expense for purposes of calculating adjusted tax rate

 

1,373

 

 

1,259

 

 

 

 

 

 

 

 

Profit before tax 

 

8,240

 

 

5,747

 

Adjustments to derive adjusted profit before tax(1)

 

(2,611

)

 

(266

)

Adjusted profit before tax

 

5,629

 

 

5,481

 

Add: Share of associates’ tax and non-controlling interest

 

366

 

 

375

 

Adjusted profit before tax for the purpose of calculating adjusted effective tax rate

 

5,995

 

 

5,856

 

 

 

 

 

 

 

 

Adjusted effective tax rate

 

22.9%

 

 

21.5%

 

 

Note:

(1)          See “Earnings per share” on page 12.

 

The adjusted effective tax rate for the year ending 31 March 2011 is expected to be in the mid 20s. This is in line with the adjusted effective tax rate for the year ended 31 March 2010 of 24.0%. The adjusted effective tax rate for the six months ended 30 September 2010 is lower than the expected full year adjusted effective tax rate as a result of the resolution of long standing tax issues in the first half of the year.

 

Tax on adjustments to derive adjusted profit before tax includes tax payable on the gain on the disposal of the Group’s 3.2% interest in China Mobile Limited.

 

Income tax expense includes a credit of £550 million arising as a result of the settlement of the CFC tax case with the UK tax authorities in July 2010 and a related recognition of a deferred tax asset in relation to the expected use of losses in future years. See note 4 to the condensed consolidated financial statements for further details.

 


 

FINANCIAL RESULTS

 

Earnings per share

 

Adjusted earnings per share increased by 0.5% to 8.76 pence for the six months ended 30 September 2010 due to growth in adjusted earnings partially offset by a reduction in shares arising from the Group’s share buy back programme. Basic earnings per share increased to 14.31 pence primarily due to the gain on disposal of the Group’s 3.2% interest in China Mobile Limited and the settlement of the UK CFC tax case partially offset by a £800 million impairment charge in relation to Vodafone Greece.

 

 

Six months ended 30 September

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Profit attributable to equity shareholders

 

7,542

 

 

4,820

 

 

 

 

 

 

 

 

Pre-tax adjustments:

 

 

 

 

 

 

Impairment loss

 

800

 

 

 

Other income and expense(1)

 

56

 

 

(157

)

Non-operating income and expense

 

(2,389

)

 

7

 

Investment income and financing costs(2)

 

(1,078

)

 

(116

)

 

 

(2,611

)

 

(266

)

 

 

 

 

 

 

 

Taxation

 

(315

)

 

28

 

Adjusted profit attributable to equity shareholders

 

4,616

 

 

4,582

 

 

 

 

 

 

 

 

 

 

Million

 

 

Million

 

Weighted average number of shares outstanding – basic

 

52,701

 

 

52,556

 

Weighted average number of shares outstanding – diluted

 

52,984

 

 

52,760

 

 

Notes:

(1)          The £56 million loss for the six months ended 30 September 2010 represents the net loss on disposal of certain Alltel investments by Verizon Wireless and is included within the line item “Share of results in associates” on the consolidated income statement.

(2)          See notes 2, 3 and 4 in “Net investment income/(financing costs)” on page 11.

 


 

FINANCIAL RESULTS

Europe

 

 

 

Germany

 

Italy

 

Spain

 

UK

 

Other

 

Eliminations

 

Europe

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

30 September 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,784

 

1,685

 

1,738

 

1,279

 

1,525

 

 

8,011

 

 

 

 

 

Messaging revenue

 

382

 

414

 

177

 

555

 

290

 

 

1,818

 

 

 

 

 

Data revenue

 

584

 

286

 

265

 

359

 

250

 

 

1,744

 

 

 

 

 

Fixed line revenue

 

892

 

271

 

157

 

16

 

90

 

 

1,426

 

 

 

 

 

Other service revenue

 

68

 

71

 

103

 

216

 

219

 

(131

)

546

 

 

 

 

 

Service revenue

 

3,710

 

2,727

 

2,440

 

2,425

 

2,374

 

(131

)

13,545

 

(4.3

)

(1.3

)

Other revenue

 

149

 

125

 

174

 

168

 

139

 

(2

)

753

 

 

 

 

 

Revenue

 

3,859

 

2,852

 

2,614

 

2,593

 

2,513

 

(133

)

14,298

 

(4.1

)

(1.0

)

Direct costs

 

(931

)

(656

)

(549

)

(780

)

(647

)

131

 

(3,432

)

 

 

 

 

Customer costs

 

(1,052

)

(533

)

(930

)

(949

)

(700

)

2

 

(4,162

)

 

 

 

 

Operating expenses

 

(405

)

(307

)

(267

)

(265

)

(319

)

 

(1,563

)

 

 

 

 

EBITDA

 

1,471

 

1,356

 

868

 

599

 

847

 

 

5,141

 

(8.3

)

(5.1

)

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

 

 

 

(2

)

 

(2

)

 

 

 

 

Purchased licences

 

(216

)

(50

)

(3

)

(166

)

(49

)

 

(484

)

 

 

 

 

Other

 

(437

)

(302

)

(310

)

(295

)

(325

)

 

(1,669

)

 

 

 

 

Share of result in associates

 

 

 

 

(1

)

283

 

 

282

 

 

 

 

 

Adjusted operating profit

 

818

 

1,004

 

555

 

137

 

754

 

 

3,268

 

(10.5

)

(7.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

38.1%

 

47.5%

 

33.2%

 

23.1%

 

33.7%

 

 

 

36.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,964

 

1,876

 

1,994

 

1,398

 

1,767

 

(1

)

8,998

 

 

 

 

 

Messaging revenue

 

384

 

445

 

203

 

479

 

299

 

 

1,810

 

 

 

 

 

Data revenue

 

470

 

243

 

239

 

282

 

226

 

 

1,460

 

 

 

 

 

Fixed line revenue

 

923

 

255

 

157

 

15

 

69

 

 

1,419

 

 

 

 

 

Other service revenue

 

69

 

69

 

134

 

182

 

174

 

(155

)

473

 

 

 

 

 

Service revenue

 

3,810

 

2,888

 

2,727

 

2,356

 

2,535

 

(156

)

14,160

 

 

 

 

 

Other revenue

 

132

 

100

 

221

 

157

 

142

 

(1

)

751

 

 

 

 

 

Revenue

 

3,942

 

2,988

 

2,948

 

2,513

 

2,677

 

(157

)

14,911

 

 

 

 

 

Direct costs

 

(863

)

(684

)

(591

)

(786

)

(663

)

156

 

(3,431

)

 

 

 

 

Customer costs

 

(1,058

)

(520

)

(992

)

(859

)

(701

)

1

 

(4,129

)

 

 

 

 

Operating expenses

 

(464

)

(339

)

(293

)

(285

)

(366

)

 

(1,747

)

 

 

 

 

EBITDA

 

1,557

 

1,445

 

1,072

 

583

 

947

 

 

5,604

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

(10

)

(2

)

(6

)

 

 

(18

)

 

 

 

 

Purchased licences

 

(220

)

(50

)

(4

)

(166

)

(44

)

 

(484

)

 

 

 

 

Other

 

(457

)

(300

)

(321

)

(336

)

(346

)

 

(1,760

)

 

 

 

 

Share of result in associates

 

 

 

 

 

309

 

 

309

 

 

 

 

 

Adjusted operating profit

 

880

 

1,085

 

745

 

75

 

866

 

 

3,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

39.5%

 

48.4%

 

36.4%

 

23.2%

 

35.4%

 

 

 

37.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

%

 

%

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Voice revenue

 

(5.7

)

(6.7

)

(9.4

)

(8.5

)

(10.4

)

 

 

 

 

 

 

 

 

Messaging revenue

 

3.3

 

(3.2

)

(9.7

)

15.9

 

0.7

 

 

 

 

 

 

 

 

 

Data revenue

 

29.1

 

22.2

 

15.1

 

27.3

 

15.0

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

0.4

 

10.0

 

3.9

 

6.7

 

37.5

 

 

 

 

 

 

 

 

 

Other service revenue

 

1.7

 

7.3

 

(20.6

)

18.7

 

30.9

 

 

 

 

 

 

 

 

 

Service revenue

 

1.1

 

(1.9

)

(7.1

)

2.9

 

(2.7

)

 

 

 

 

 

 

 

 

Other revenue

 

17.4

 

28.1

 

(18.7

)

7.0

 

3.3

 

 

 

 

 

 

 

 

 

Revenue

 

1.7

 

(0.9

)

(7.9

)

3.2

 

(2.4

)

 

 

 

 

 

 

 

 

Direct costs

 

11.8

 

(0.3

)

(3.5

)

(0.8

)

1.6

 

 

 

 

 

 

 

 

 

Customer costs

 

3.4

 

6.2

 

(2.7

)

10.5

 

3.4

 

 

 

 

 

 

 

 

 

Operating expenses

 

(9.0

)

(6.1

)

(5.7

)

(7.0

)

(9.0

)

 

 

 

 

 

 

 

 

EBITDA

 

(2.0

)

(2.6

)

(15.9

)

2.7

 

(6.9

)

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles(1)

 

 

N.M

 

N.M

 

N.M

 

N.M

 

 

 

 

 

 

 

 

 

Purchased licences

 

2.4

 

4.2

 

(25.0

)

 

14.0

 

 

 

 

 

 

 

 

 

Other

 

(0.5

)

4.1

 

0.3

 

(12.2

)

(2.1

)

 

 

 

 

 

 

 

 

Share of result in associates

 

 

 

 

 

(5.3

)

 

 

 

 

 

 

 

 

Adjusted operating profit

 

(3.7

)

(3.9

)

(22.7

)

84.1

 

(9.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin movement (pps)

 

(1.4

)

(0.9

)

(3.2

)

(0.1

)

(1.7

)

 

 

 

 

 

 

 

 

 

Note:

(1)   Percentage change not meaningful (‘N.M.’).

 


 

FINANCIAL RESULTS

 

Revenue decreased by 4.1% including a 3.1% impact from unfavourable exchange rate movements. On an organic basis service revenue declined by 1.3%(*) reflecting reductions in the Group’s southern european markets partially offset by growth in Germany, the UK and the Netherlands. The decline was primarily driven by lower voice revenue resulting from continued market and regulatory pressure on pricing and the continuing challenging economic climate, partially offset by growth in data and fixed line revenue.

 

EBITDA decreased by 8.3% including a 3.2% impact from unfavourable exchange rate movements. On an organic basis EBITDA decreased by 5.1%(*), with a 1.6 percentage point decline in the reported EBITDA margin, resulting from a reduction in service revenue in most markets and higher customer investment partially offset by operating cost savings.

 

 

 

Organic

 

M&A

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue - Europe

 

(1.0

)

 

(3.1

)

(4.1

)

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Germany

 

1.1

 

 

(3.7

)

(2.6

)

Italy

 

(1.9

)

 

(3.7

)

(5.6

)

Spain

 

(7.1

)

 

(3.4

)

(10.5

)

UK

 

2.9

 

 

 

2.9

 

Other Europe

 

(2.7

)

 

(3.7

)

(6.4

)

Europe

 

(1.3

)

 

(3.0

)

(4.3

)

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

 

 

 

 

Germany

 

(2.0

)

 

(3.5

)

(5.5

)

Italy

 

(2.6

)

 

(3.6

)

(6.2

)

Spain

 

(15.9

)

 

(3.1

)

(19.0

)

UK

 

2.7

 

 

 

2.7

 

Other Europe

 

(6.9

)

 

(3.7

)

(10.6

)

Europe

 

(5.1

)

 

(3.2

)

(8.3

)

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Germany

 

(3.7

)

 

(3.3

)

(7.0

)

Italy

 

(3.9

)

 

(3.6

)

(7.5

)

Spain

 

(22.7

)

 

(2.8

)

(25.5

)

UK

 

84.1

 

 

 

84.1

 

Other Europe

 

(9.4

)

 

(3.5

)

(12.9

)

Europe

 

(7.1

)

 

(3.4

)

(10.5

)

 

Germany

 

Service revenue increased by 1.1%(*), with 2.1%(*) growth in the second quarter from improved voice and messaging trends supported by increased penetration of higher value customers and the economic recovery. Data growth continued to be strong, driven by higher penetration of smartphones and the Superflat Internet tariff. Fixed line revenue, whilst impacted by competitive pressures, remained stable(*).

 

EBITDA declined by 2.0%(*), with a 1.4 percentage point reduction in the EBITDA margin, driven by investment in customer acquisition and retention which contributed to the improved revenue trend, partially offset by operating cost efficiencies.

 

Italy

 

Service revenue declined by 1.9%(*) primarily driven by a more challenging economic and competitive environment as well the impact of a termination rate cut effective from 1 July 2009. Growth in the second quarter improved by 1.2 percentage points(*) in comparison to the previous quarter, benefiting from higher messaging, mobile data and enterprise revenue. Mobile data revenue grew strongly, driven by higher penetration of smartphones and PC connectivity devices. Fixed line revenue continued to grow due to a rise in the broadband customer base partially offset by decreasing fixed voice usage.

 

EBITDA decreased by 2.6%(*), with a fall in the EBITDA margin of 0.9 percentage points, as a result of the decline in revenue and commercial investments in acquisition and retention costs of mobile contract and fixed line customers, partially offset by continuing operating cost efficiencies.

 


 

FINANCIAL RESULTS

 

Spain

 

Service revenue declined by 7.1%(*) impacted by a termination rate cut effective from October 2009 as well as continued intense competition and economic weakness, including high unemployment. Despite this the average  contract customer base grew by 4.8% with strong data revenue growth driven by mobile internet and an increase in smartphones sold with data bundles. Fixed line revenue continued to grow, with a 34.3% increase in the broadband customer base compared to 30 September 2009.

 

EBITDA declined 15.9%(*), with a 3.2 percentage point fall in the EBITDA margin, due to lower service revenue, the dilutive effect of lower margin fixed line services and a positive legal settlement in the previous year, which combined more than offset the reduction in overhead costs.

 

UK

 

Service revenue increased by 2.9%(*), with 5.2%(*) growth in the second quarter, supported by contract customer base growth, better churn management, improved ARPU and expanded indirect distribution channels. Growth was also supported by the timing of prior year termination rate reductions and roaming promotions. Data revenue growth remained strong with increasing penetration of smartphones and mobile internet bundles. These more than offset continued intense competition and weaker prepaid revenue.

 

EBITDA increased by 2.7%(*), while the margin remained stable, as the increased investment in customer acquisition and retention costs was offset by the higher revenue and operating cost efficiencies.

 

Other Europe

 

Service revenue decreased by 2.7%(*) with declines in all countries except the Netherlands as all markets were impacted by the economic downturn. In the Netherlands service revenue increased by 6.2%(*) due to strong customer base development, supported by messaging and wholesale growth.

 

EBITDA declined by 6.9%(*) and the margin fell by 1.7 percentage points, with declines in all markets except the Netherlands as the lower service revenue and investment in customer acquisition and retention was partially offset by operating cost efficiencies.

 


 

FINANCIAL RESULTS

Africa and Central Europe

 

 

 

Vodacom

 

Other Africa and
Central Europe

 

Africa and
Central Europe

 

% change

 

 

 

£m

 

£m

 

£m

 

£

 

Organic(1)

 

30 September 2010

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,706

 

1,387

 

3,093

 

 

 

 

 

Messaging revenue

 

150

 

215

 

365

 

 

 

 

 

Data revenue

 

254

 

117

 

371

 

 

 

 

 

Fixed line revenue

 

101

 

64

 

165

 

 

 

 

 

Other service revenue

 

99

 

72

 

171

 

 

 

 

 

Service revenue

 

2,310

 

1,855

 

4,165

 

20.1

 

4.8

 

Other revenue

 

302

 

58

 

360

 

 

 

 

 

Revenue

 

2,612

 

1,913

 

4,525

 

21.0

 

5.0

 

Direct costs

 

(567

)

(630

)

(1,197

)

 

 

 

 

Customer costs

 

(773

)

(452

)

(1,225

)

 

 

 

 

Operating expenses

 

(406

)

(345

)

(751

)

 

 

 

 

EBITDA

 

866

 

486

 

1,352

 

21.7

 

6.7

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(291

)

(80

)

(371

)

 

 

 

 

Purchased licences

 

 

(20

)

(20

)

 

 

 

 

Other

 

(231

)

(311

)

(542

)

 

 

 

 

Share of result in associates

 

(1

)

25

 

24

 

 

 

 

 

Adjusted operating profit

 

343

 

100

 

443

 

69.1

 

12.6

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

33.2%

 

25.4%

 

29.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2009

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,352

 

1,344

 

2,696

 

 

 

 

 

Messaging revenue

 

103

 

171

 

274

 

 

 

 

 

Data revenue

 

137

 

88

 

225

 

 

 

 

 

Fixed line revenue

 

83

 

43

 

126

 

 

 

 

 

Other service revenue

 

63

 

85

 

148

 

 

 

 

 

Service revenue

 

1,738

 

1,731

 

3,469

 

 

 

 

 

Other revenue

 

210

 

60

 

270

 

 

 

 

 

Revenue

 

1,948

 

1,791

 

3,739

 

 

 

 

 

Direct costs

 

(468

)

(574

)

(1,042

)

 

 

 

 

Customer costs

 

(473

)

(401

)

(874

)

 

 

 

 

Operating expenses

 

(356

)

(356

)

(712

)

 

 

 

 

EBITDA

 

651

 

460

 

1,111

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(278

)

(104

)

(382

)

 

 

 

 

Purchased licences

 

 

(15

)

(15

)

 

 

 

 

Other

 

(176

)

(297

)

(473

)

 

 

 

 

Share of result in associates

 

(1

)

22

 

21

 

 

 

 

 

Adjusted operating profit

 

196

 

66

 

262

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

33.4%

 

25.7%

 

29.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

%

 

%

 

 

 

 

 

 

 

Voice revenue

 

12.9

 

2.5

 

 

 

 

 

 

 

Messaging revenue

 

29.3

 

24.3

 

 

 

 

 

 

 

Data revenue

 

64.1

 

33.2

 

 

 

 

 

 

 

Fixed line revenue

 

17.4

 

40.8

 

 

 

 

 

 

 

Other service revenue

 

46.8

 

(17.0

)

 

 

 

 

 

 

Service revenue

 

19.3

 

6.2

 

 

 

 

 

 

 

Other revenue

 

26.8

 

(5.4

)

 

 

 

 

 

 

Revenue

 

20.1

 

5.8

 

 

 

 

 

 

 

Direct costs

 

10.0

 

7.8

 

 

 

 

 

 

 

Customer costs

 

44.9

 

11.2

 

 

 

 

 

 

 

Operating expenses

 

4.1

 

(5.7

)

 

 

 

 

 

 

EBITDA

 

17.8

 

7.7

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(8.5

)

(21.6

)

 

 

 

 

 

 

Purchased licences

 

 

33.3

 

 

 

 

 

 

 

Other

 

19.7

 

4.0

 

 

 

 

 

 

 

Share of result in associates

 

(10.9

)

15.9

 

 

 

 

 

 

 

Adjusted operating profit

 

53.7

 

75.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin movement (pps)

 

(0.6

)

0.4

 

 

 

 

 

 

 

 

Note:

(1)     Organic growth includes Vodacom at the current level of ownership.

 


 

FINANCIAL RESULTS

 

Revenue grew by 21.0% benefiting from the treatment of Vodacom as a subsidiary and the full consolidation of its results from 18 May 2009 combined with a benefit from foreign exchange rate movements. On an organic basis service revenue grew by 4.8%(*) as the growth in Vodacom and Turkey more than offset declines in the rest of the region which were impacted by difficult economic environments and mobile termination rate cuts.

 

EBITDA increased by 21.7% also benefiting from the full consolidation of Vodacom and positive foreign exchange rate movements. On an organic basis EBITDA increased by 6.7%(*) due to growth in Vodacom and improvements in Turkey more than offsetting weakness in Romania.

 

 

 

Organic

 

M&A

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue – Africa and Central Europe

 

5.0

 

8.6

 

7.4

 

21.0

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Vodacom

 

4.5

 

14.8

 

13.6

 

32.9

 

Other Africa and Central Europe

 

5.1

 

1.1

 

1.0

 

7.2

 

Africa and Central Europe

 

4.8

 

8.3

 

7.0

 

20.1

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

 

 

 

 

Vodacom

 

6.4

 

11.4

 

15.2

 

33.0

 

Other Africa and Central Europe

 

7.2

 

0.5

 

(2.0

)

5.7

 

Africa and Central Europe

 

6.7

 

7.3

 

7.7

 

21.7

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Vodacom

 

6.7

 

47.0

 

21.3

 

75.0

 

Other Africa and Central Europe

 

73.4

 

2.4

 

(24.3

)

51.5

 

Africa and Central Europe

 

12.6

 

45.5

 

11.0

 

69.1

 

 

Vodacom

 

Service revenue grew by 4.5%(*) driven by South Africa where growth in data revenue partially offset a decline in voice revenue caused by a termination rate cut effective from 1 March 2010. Voice usage improved due to successful promotions particularly in off-peak periods.

 

EBITDA grew by 6.4%(*) driven by the increase in service revenue, strong handset sales and lower interconnection costs.

 

Other Africa and Central Europe

 

Service revenue grew by 5.1%(*) primarily driven by strong growth in Turkey which was partially offset by the continued impact of weak economic conditions throughout Central Europe and termination rate cuts. Service revenue in Turkey grew by 26.8%(*) despite a 52% cut in termination rates effective from 1 April 2010. The increase was driven by strong growth in the contract customer base and ARPU enhancement. In Romania service revenue declined by 13.0%(*) impacted by continued pricing competition and challenging economic conditions.

 

EBITDA increased by 7.2%(*) as growth in Turkey (which increased its EBITDA margin by 8.7 percentage points) more than offset the impact of the revenue decline in Romania. EBITDA margin for the rest of the region remained broadly stable as cost reductions offset the revenue declines.

 


 

FINANCIAL RESULTS

Asia Pacific and Middle East

 

 

 

India

 

Other Asia
Pacific and
Middle East

 

Eliminations

 

Asia
Pacific and
Middle East

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic(1)

 

30 September 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,499

 

1,186

 

 

2,685

 

 

 

 

 

Messaging revenue

 

79

 

219

 

 

298

 

 

 

 

 

Data revenue

 

111

 

185

 

 

296

 

 

 

 

 

Fixed line revenue

 

3

 

52

 

 

55

 

 

 

 

 

Other service revenue

 

161

 

77

 

 

238

 

 

 

 

 

Service revenue

 

1,853

 

1,719

 

 

3,572

 

22.2

 

11.4

 

Other revenue

 

21

 

144

 

 

165

 

 

 

 

 

Revenue

 

1,874

 

1,863

 

 

3,737

 

21.4

 

10.9

 

Direct costs

 

(531

)

(545

)

 

(1,076

)

 

 

 

 

Customer costs

 

(251

)

(487

)

 

(738

)

 

 

 

 

Operating expenses

 

(604

)

(241

)

 

(845

)

 

 

 

 

EBITDA

 

488

 

590

 

 

1,078

 

29.6

 

11.5

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(180

)

(24

)

 

(204

)

 

 

 

 

Purchased licences

 

 

(59

)

 

(59

)

 

 

 

 

Other

 

(302

)

(279

)

 

(581

)

 

 

 

 

Share of result in associates

 

 

5

 

 

5

 

 

 

 

 

Adjusted operating profit

 

6

 

233

 

 

239

 

81.1

 

30.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

26.0%

 

31.7%

 

 

 

28.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,225

 

1,063

 

 

2,288

 

 

 

 

 

Messaging revenue

 

45

 

183

 

 

228

 

 

 

 

 

Data revenue

 

83

 

112

 

 

195

 

 

 

 

 

Fixed line revenue

 

1

 

37

 

 

38

 

 

 

 

 

Other service revenue

 

105

 

70

 

(1

)

174

 

 

 

 

 

Service revenue

 

1,459

 

1,465

 

(1

)

2,923

 

 

 

 

 

Other revenue

 

26

 

130

 

 

156

 

 

 

 

 

Revenue

 

1,485

 

1,595

 

(1

)

3,079

 

 

 

 

 

Direct costs

 

(427

)

(457

)

1

 

(883

)

 

 

 

 

Customer costs

 

(210

)

(423

)

 

(633

)

 

 

 

 

Operating expenses

 

(491

)

(240

)

 

(731

)

 

 

 

 

EBITDA

 

357

 

475

 

 

832

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(168

)

(24

)

 

(192

)

 

 

 

 

Purchased licences

 

 

(48

)

 

(48

)

 

 

 

 

Other

 

(232

)

(232

)

 

(464

)

 

 

 

 

Share of result in associates

 

 

4

 

 

4

 

 

 

 

 

Adjusted operating profit

 

(43

)

175

 

 

132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin

 

24.0%

 

29.8%

 

 

 

27.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

%

 

%

 

 

 

 

 

 

 

 

 

Voice revenue

 

10.4

 

1.2

 

 

 

 

 

 

 

 

 

Messaging revenue

 

57.9

 

4.0

 

 

 

 

 

 

 

 

 

Data revenue

 

20.3

 

46.6

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

253.9

 

24.2

 

 

 

 

 

 

 

 

 

Other service revenue

 

39.2

 

(0.5

)

 

 

 

 

 

 

 

 

Service revenue

 

14.7

 

5.6

 

 

 

 

 

 

 

 

 

Other revenue

 

(26.7

)

(3.0

)

 

 

 

 

 

 

 

 

Revenue

 

13.9

 

4.9

 

 

 

 

 

 

 

 

 

Direct costs

 

11.9

 

7.0

 

 

 

 

 

 

 

 

 

Customer costs

 

8.5

 

0.6

 

 

 

 

 

 

 

 

 

Operating expenses

 

11.0

 

(10.3

)

 

 

 

 

 

 

 

 

EBITDA

 

23.5

 

14.7

 

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(3.2

)

(11.1

)

 

 

 

 

 

 

 

 

Purchased licences

 

 

156.5

 

 

 

 

 

 

 

 

 

Other

 

17.5

 

(2.4

)

 

 

 

 

 

 

 

 

Share of result in associates

 

 

32.3

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

(111.6

)

28.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin movement (pps)

 

2.0

 

2.8

 

 

 

 

 

 

 

 

 

 

Note:

(1)     Organic growth excludes Australia following the merger with Hutchison 3G Australia on 9 June 2009.


 

FINANCIAL RESULTS

 

Revenue increased by 21.4% including a benefit from foreign exchange rate movements offset in part by the impact of the creation of a joint venture in June 2009 between Vodafone Australia and Hutchison 3G Australia which is presented under the “M&A activity” column in the table below. On an organic basis service revenue grew by 11.4%(*) driven by the 38.8%(*) rise in the average customer base and strong data revenue growth.

 

EBITDA grew by 29.6% with favourable foreign exchange rate movements contributing 11.1 percentage points of growth plus a strong contribution from the creation of the joint venture in Australia. On an organic basis EBITDA grew by 11.5%(*) driven primarily by growth in India, which together with improvements in Qatar and New Zealand, were partially offset by a decline in Egypt following competitive pressure on pricing.

 

 

 

Organic

 

M&A

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue — Asia Pacific and Middle East

 

10.9

 

(1.7

)

12.2

 

21.4

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

India

 

14.7

 

 

12.3

 

27.0

 

Other Asia Pacific and Middle East

 

6.1

 

(0.5

)

11.7

 

17.3

 

Asia Pacific and Middle East

 

11.4

 

(1.3

)

12.1

 

22.2

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

 

 

 

 

 

 

India

 

23.5

 

 

13.2

 

36.7

 

Other Asia Pacific and Middle East

 

1.1

 

13.6

 

9.5

 

24.2

 

Asia Pacific and Middle East

 

11.5

 

7.0

 

11.1

 

29.6

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

India(1)

 

111.6

 

 

2.4

 

114.0

 

Other Asia Pacific and Middle East

 

0.6

 

27.7

 

4.8

 

33.1

 

Asia Pacific and Middle East

 

30.3

 

48.5

 

2.3

 

81.1

 

 

Note:

(1)   The absolute number has changed from an operating loss to an operating profit.

 

India

 

Service revenue grew by 14.7%(*) including a 2.3 percentage point(*) benefit from Indus Towers, the Group’s network sharing joint venture. Growth was driven by a 42.7% increase in the average mobile customer base and strong usage per customer partially offset by a fall in the effective rate per minute due to an increase in the penetration of lower priced tariffs into the customer base.

 

EBITDA increased by 23.5%(*) driven by the increase in the customer base, efficiencies in the mobile business, which absorbed pricing and cost pressures, and an increased contribution from Indus Towers.

 

Other Asia Pacific and Middle East

 

Service revenue grew by 6.1%(*) driven by growth in Qatar, where the customer base reached 601,000 at 30 September 2010. In Egypt service revenue declined by 0.8%(*) as termination rate cuts introduced in the fourth quarter of the previous financial year combined with competitive pressures on voice pricing offset an increase in the average customer base and strong data revenue growth driven by higher mobile internet usage.

 

EBITDA increased by 1.1%(*) driven by the growth of commercial services in Qatar partially offset by a decline in Egypt resulting primarily from a lower effective price per minute.

 

Vodafone Hutchison Australia (‘VHA’) continued to perform well with service revenue growth for the quarter ended 30 September 2010 of 12.4%(*) driven by strong data revenue and customer growth. Integration remains on track to achieve planned synergies, with significant progress made against key milestones during the period. On 21 October 2010 VHA announced it had agreed to conclude its joint venture radio access network agreement with Telstra by August 2012. The Vodafone and 3 networks will be merged to make full use of VHA’s base stations, core network and spectrum assets.

 


 

FINANCIAL RESULTS

 

Verizon Wireless(1)(2)

 

 

Six months ended 30 September

 

 

 

 

 

 

 

2010

 

2009

 

% change

 

 

 

£m

 

£m

 

£

 

Organic(3)

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

8,692

 

7,872

 

10.4

 

5.2

 

Revenue

 

 

9,372

 

8,583

 

9.2

 

4.2

 

EBITDA

 

 

3,753

 

3,349

 

12.1

 

7.8

 

Interest

 

 

(134

)

(182

)

(26.4

)

 

 

Tax(2)

 

 

(146

)

(149

)

(2.0

)

 

 

Group’s share of result in Verizon Wireless

 

 

2,344

 

1,988

 

17.9

 

12.6

 

 

 

 

 

 

 

 

 

 

 

 

KPIs (100% basis)

 

 

 

 

 

 

 

 

 

 

Customers (’000)

 

 

93,170

 

89,013

 

 

 

 

 

Average monthly ARPU (US$)

 

 

53.4

 

54.6

 

 

 

 

 

Churn

 

 

15.8%

 

17.2%

 

 

 

 

 

Messaging and data as a percentage of service revenue

 

 

31.5%

 

27.9%

 

 

 

 

 

 

Notes:

(1)     All amounts represent the Group’s share unless otherwise stated.

(2)     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.

(3)     Organic growth rates include the impact of a non-cash revenue adjustment which was recorded to defer previously recognised data revenue that will be earned and recognised in future periods. Excluding this the equivalent organic growth rates for service revenue, revenue, EBITDA and the Group’s share of result in Verizon Wireless would have been 6.2%, 5.2%, 10.3% and 16.5% respectively.

 

In the United States Verizon Wireless reported 2.4 million net mobile customer additions bringing its closing mobile customer base to 93.2 million, up 4.7%. Customer growth reflected recent market trends towards the prepaid segment alongside market leading customer churn.

 

Service revenue growth of 5.2%(*) was driven by the expanding customer base and robust data revenue primarily derived from growth in the penetration of smartphones.

 

The EBITDA margin remained strong despite the competitive challenges and economic environment. Efficiencies in operating expenses and lower acquisition costs resulting from lower volumes have been partly offset by a higher level of customer retention costs reflecting the increased demand for smartphones.

 

As part of the regulatory approval for the Alltel acquisition, Verizon Wireless was required to divest overlapping properties in 105 markets. On 26 April 2010 Verizon Wireless completed the sale of network and licence assets in 26 markets, corresponding to 0.9 million customers, to Atlantic Tele-Network for US$0.2 billion. On 22 June 2010 Verizon Wireless completed the sale of network assets and mobile licences in the remaining 79 markets to AT&T Mobility for US$2.4 billion. As a result the Verizon Wireless customer base reduced by approximately 2.1 million net customers on a 100% basis, partially offset by certain adjustments in relation to the Alltel acquisition.

 

On 23 August 2010 Verizon Wireless acquired a spectrum licence, network assets and related customers in southwest Mississippi and in Louisiana, formerly owned by Centennial Communications Corporation, from AT&T Inc. for cash consideration of US$0.2 billion. This acquisition was made to enhance Verizon Wireless’ network coverage in these two locations.

 

Verizon Wireless’ net debt at 30 September 2010 totalled US$14.3 billion (31 March 2010: US$22.4 billion).

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash flows and funding

 

 

 

Six months ended 30 September

 

 

 

 

 

2010

 

2009

 

 

 

 

 

£m

 

£m

 

%

 

 

 

 

 

 

 

 

 

 

Cash generated by operations

 

 

7,331

 

7,577

 

(3.2

)

Cash capital expenditure(1)

 

 

(2,677

)

(2,789

)

 

 

Disposal of intangible assets and property, plant and equipment

 

 

15

 

18

 

 

 

Operating free cash flow

 

 

4,669

 

4,806

 

(2.9

)

Taxation

 

 

(1,091

)

(848

)

 

 

Dividends received from associates and investments(2)

 

 

784

 

725

 

 

 

Dividends paid to non-controlling shareholders in subsidiaries

 

 

(234

)

(3

)

 

 

Interest received and paid

 

 

(639

)

(677

)

 

 

Free cash flow

 

 

3,489

 

4,003

 

(12.8

)

Acquisitions and disposals(3)

 

 

(22

)

(2,497

)

 

 

Licence and spectrum payments

 

 

(2,937

)

(975

)

 

 

Contributions from non-controlling shareholders in subsidiaries(4)

 

 

 

613

 

 

 

Equity dividends paid

 

 

(2,976

)

(2,742

)

 

 

Purchase of treasury shares

 

 

(146

)

 

 

 

Foreign exchange

 

 

825

 

1,964

 

 

 

Other(5)

 

 

4,626

 

(144

)

 

 

Net debt decrease

 

 

2,859

 

222

 

 

 

Opening net debt

 

 

(33,316

)

(34,223

)

 

 

Closing net debt

 

 

(30,457

)

(34,001

)

(10.4

)

 

Notes:

(1)     Cash paid for purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments.

(2)     The six months ended 30 September 2010 includes £700 million (2009: £584 million) from the Group’s interest in Verizon Wireless.

(3)     The six months ended 30 September 2010 includes net cash and cash equivalents paid of £22 million (2009: £1,650 million) and assumed debt of £nil (2009: £847 million).

(4)     The six months ended 30 September 2010 includes £nil (2009: £613 million) in relation to Qatar.

(5)     The six months ended 30 September 2010 includes £4,269 million in relation to the disposal of the Group’s 3.2% interest in China Mobile Limited.

 

Free cash flow decreased by 12.8% to £3,489 million due to lower cash generated from operations, higher payments for taxation and dividends to non-controlling interests in subsidiaries, partially offset by lower payments for capital expenditure and increased dividends received from Verizon Wireless.

 

Cash generated by operations decreased by 3.2% to £7,331 million primarily driven by the decline in EBITDA and an adverse change in working capital, with improvements in Africa and Central Europe and Asia Pacific and Middle East regions offset by a decline in Europe. Cash capital expenditure decreased by £112 million primarily due to lower expenditure in India. The Group also invested £2,937 million in licences and spectrum including £1,725 million in respect of India and £1,210 million in respect of Germany.

 

Payments for taxation increased by 28.7% to £1,091 million primarily due to the absence of the one-time benefit of additional tax deductions which were available in Italy in the prior financial year.

 

Dividends received from associates and investments increased by 8.1% to £784 million mainly as a result of higher tax distributions from Verizon Wireless and the impact of foreign exchange rate movements.

 

Net interest payments decreased by 5.6% to £639 million primarily due to lower interest rates for debt denominated in euros and US dollars partially offset by a proportionate increase in the amount of ZAR and INR denominated debt.

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

An analysis of net debt is as follows:

 

 

 

30 September

 

31 March

 

 

 

2010

 

2010

 

 

 

£m

 

£m

 

 

 

 

 

 

 

 

Cash and cash equivalents(1)

 

 

9,113

 

4,423

 

 

 

 

 

 

 

 

Short-term borrowings

 

 

 

 

 

 

Bonds

 

 

(624

)

(1,174

)

Commercial paper(2)

 

 

(2,201

)

(2,563

)

Put options over non-controlling interests

 

 

(3,179

)

(3,274

)

Bank loans

 

 

(4,331

)

(3,460

)

Other short-term borrowings(1)

 

 

(1,154

)

(692

)

 

 

 

(11,489

)

(11,163

)

 

 

 

 

 

 

 

Long-term borrowings

 

 

 

 

 

 

Put options over non-controlling interests

 

 

(79

)

(131

)

Bonds, loans and other long-term borrowings

 

 

(30,557

)

(28,501

)

 

 

 

(30,636

)

(28,632

)

 

 

 

 

 

 

 

Other financial instruments(3)

 

 

2,555

 

2,056

 

Net debt

 

 

(30,457

)

(33,316

)

 

Notes:

(1)     At 30 September 2010 the amount includes £1,154 million (31 March 2010: £604 million) in relation to cash received under collateral support agreements.

(2)     At 30 September 2010 US$75 million was drawn under the US commercial paper programme and amounts of €2,386 million, £71 million and US$25 million were drawn under the euro commercial paper programme.

(3)     Comprises i) mark-to-market adjustments on derivative financial instruments which are included as a component of trade and other receivables (30 September 2010: £2,799 million; 31 March 2010: £2,128 million) and trade and other payables (30 September 2010: £783 million; 31 March 2010: £460 million); ii) short-term investments primarily in index linked government bonds included as a component of other investments (30 September 2010: £539 million; 31 March 2010: £388 million).

 

Net debt decreased by £2,859 million to £30,457 million primarily due to the £4,269 million proceeds from the disposal of the Group’s 3.2% interest in China Mobile Limited and the impact of foreign exchange rate movements which decreased net debt by £834 million. Other key factors impacting net debt were the £2,976 million of dividend payments to shareholders and £2,937 million of licence and spectrum purchases, largely in India and Germany, partially offset by the £3,489 million of free cash flow generated during the period.

 

The following table sets out the Group’s committed bank facilities:

 

 

 

 

 

30 September

 

 

 

 

 

2010

 

 

 

Maturity

 

£m

 

 

 

 

 

 

 

US$5.0 billion committed revolving credit facility provided by 28 banks(1)

 

June 2012

 

3,195

 

€4 billion committed revolving credit facility provided by 30 banks(1)

 

July 2015

 

3,464

 

Other committed credit facilities

 

Various

 

1,687

 

Undrawn committed facilities

 

 

 

8,346

 

 

Note:

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

 

The Group’s £2,201 million of commercial paper maturing within one year is covered 3.8 times by the £8.3 billion of undrawn 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. At 30 September 2010 the total amounts in issue under these programmes split by currency were US$13.3 billion, £2.6 billion, €10.6 billion and other currencies £0.2 billion sterling equivalent.

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

At 30 September 2010 the Group had bonds outstanding with a nominal value of £20,350 million (31 March 2010: £21,963 million). In the six months ended 30 September 2010 one bond was issued on 11 August 2010 for US$100 million (£64 million) under the Group’s EMTN programme. The bond matures on 11 August 2011.

 

Information on the maturities of the Group’s other outstanding bonds is included on pages 105 to 107 of the Group’s 2010 annual report.

 

On 17 August 2010 the Group raised US$1.4 billion (£890 million) through a US private placement with a maturity of 17 August 2015.

 

Dividends

 

In May 2010 the directors issued a dividend per share growth policy of at least 7% per annum for each of the financial years in the period ending 31 March 2013.

 

Accordingly, the directors have announced an interim dividend of 2.85 pence per share representing a 7.1% increase over last year’s interim dividend.

 

The ex-dividend date is 17 November 2010 for ordinary shareholders, the record date for the interim dividend is 19 November 2010 and the dividend is payable on 4 February 2011. Dividend payments on ordinary shares will be paid by direct credit into a nominated bank or building society account or, alternatively, into the Company’s dividend reinvestment plan. The Company no longer pays dividends by cheque. Ordinary shareholders who have not already done so should provide appropriate bank account details to us. Please refer to www.vodafone.com/investor for further information.

 

Share buy back programme

 

Following the disposal of the Group’s 3.2% interest in China Mobile Limited on 10 September 2010, the Group initiated a £2.8 billion share buy back programme. In addition to ordinary market purchases, the Group placed irrevocable purchase instructions with a number of banks prior to the start of the close period in relation to the publication of these half-year results so that the repurchases could continue during this period. Details of the shares purchased to date are:

 

 

 

Total number of
shares purchased

 

Average price paid
per share inclusive
of transaction
costs

 

Total number of
shares purchased
under publicly
announced share
buy back
programme
(1)

 

Maximum value of
shares that may
yet be purchased
under the
programme

 

Date of share purchase

 

’000

 

Pence

 

’000

 

£m

 

 

 

 

 

 

 

 

 

 

 

September 2010

 

115,400

 

161.78

 

115,400

 

2,613

 

October 2010(2)

 

187,500

 

165.50

 

302,900

 

2,303

 

November 2010(2)

 

47,000

 

173.50

 

349,900

 

2,221

 

Total

 

349,900

 

165.35

 

349,900

 

2,221

 

 

Notes:

(1)   No shares were purchased outside the publicly announced share buy back programme.

(2)   Includes those shares purchased between 1 October 2010 and 8 November 2010 under irrevocable purchase instructions.

 

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 India and the United States.

 

In relation to India, the Group granted put options exercisable between 8 May 2010 and 8 May 2011 to members of the Essar group of companies that, if exercised, would allow the Essar group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell up to US$5 billion worth of Vodafone Essar shares to the Group at an independently appraised fair market value.

 

Vodafone agreed to adjust the payments that would be made under the fair market value put arrangements with the Essar group, in order to take account of the upfront cost of 3G licences, based on the total price of the licences

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

secured. This amount has been calculated as INR 34 billion (£510 million) and is payable in the event that the Essar group exercises its put option to sell some or all of its Vodafone Essar Limited shares at fair market value provided that the maximum aggregate amount payable shall not exceed US$5 billion. This additional amount is not payable in the event that the Essar group decides to sell its 33% shareholding in Vodafone Essar Limited at the underwritten value of US$5 billion.

 

Details of other call and put option agreements, including those in relation to the United States, are available on page 44 of the Group’s 2010 annual report.

 

OTHER SIGNIFICANT DEVELOPMENTS

 

Indian tax case

 

Vodafone International Holdings B.V. (“VIHBV”) believes that it has no liability for Indian withholding taxes on the Hutchison transaction in 2007 and continued to take actions to defend itself vigorously both during and after the six months ended 30 September 2010. On 22 October 2010 the Indian tax authorities issued a demand for payment of INR 112.2 billion (£1.6 billion) tax and interest and VIHBV has contested the amount of such demand both on the basis that no tax was due in any event and on the basis of the calculation. Further details are set out on page 35.

 


 

RISK FACTORS

 

There are a number of risk factors and uncertainties that could have a significant effect on the Group’s financial performance including:

 

·             adverse macro economic conditions in the markets in which the Group operates;

·           the continued volatility of worldwide financial markets may make it more difficult for the Group to raise capital externally;

·             decisions and changes in the Groups fiscal and regulatory environment;

·             increased competition may affect the Groups revenue and market share;

·           delays in the development of handsets and network compatibility and components may hinder the deployment of new technologies;

·             the Group may experience a decline in revenue or profitability notwithstanding its efforts to increase revenue from the introduction of new services;

·             the non-achievement of expected benefits from cost reduction initiatives;

·             the Group’s global footprint may present exposure to unpredictable economic, political, regulatory and legal risks;

·             the Groups strategic objectives may be impeded by the fact that it does not have a controlling interest in some of its ventures;

·             expected benefits from investment in networks, licences and new technology may not be realised;

·           the Group’s business and its ability to retain customers and attract new customers may be impaired by actual or perceived health risks associated with the transmission of radio waves from mobile telephones, transmitters and associated equipment; and

·           the Group’s business may be adversely affected by the non-supply of equipment and support services by a major supplier.

 

In addition to the above the Group is exposed to financial risks arising from external factors including unfavourable movements in foreign exchange rates, interest rates and other factors such as long-term economic growth rates, all of which may impact the Group’s financial performance. Other risks that could have a significant effect on the Group’s financial performance for the six months ending 31 March 2011 and which are outside the Group’s control include the willingness and ability of third parties, including regulators, tax authorities and commercial partners, to engage and reach agreement on open matters.

 

Any of the above and/or changes in assumptions underlying the carrying value of certain Group assets could result in asset impairments.

 

Further information in relation to these risk factors and uncertainties can be found on pages 38 to 39 of the Group’s 2010 annual report which can be found on www.vodafone.com/investor ..

 

RESPONSIBILITY STATEMENT

 

We confirm that to the best of our knowledge:

 

·             the unaudited condensed consolidated financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”; and

·             the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

 

Neither the Company nor the directors accept any liability to any person in relation to the half-year financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000.

 

By Order of the Board

 

Rosemary Martin

Group General Counsel and Company Secretary

9 November 2010

 


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated income statement

 

 

 

 

 

Six months ended 30 September

 

 

 

 

 

2010

 

 

2009

 

 

 

Note

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

2

 

 

22,603

 

 

21,761

 

Cost of sales

 

 

 

 

(15,062

)

 

(14,115

)

Gross profit

 

 

 

 

7,541

 

 

7,646

 

Selling and distribution expenses

 

 

 

 

(1,526

)

 

(1,479

)

Administrative expenses

 

 

 

 

(2,600

)

 

(2,578

)

Share of result in associates

 

 

 

 

2,598

 

 

2,322

 

Impairment loss

 

3

 

 

(800

)

 

 

Other income and expense

 

 

 

 

 

 

157

 

Operating profit

 

2

 

 

5,213

 

 

6,068

 

Non-operating income and expense

 

10

 

 

2,389

 

 

(7

)

Investment income

 

 

 

 

1,402

 

 

634

 

Financing costs

 

 

 

 

(764

)

 

(948

)

Profit before taxation

 

 

 

 

8,240

 

 

5,747

 

Income tax expense

 

4

 

 

(736

)

 

(952

)

Profit for the period

 

 

 

 

7,504

 

 

4,795

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

 

7,542

 

 

4,820

 

– Non-controlling interests

 

 

 

 

(38

)

 

(25

)

 

 

 

 

 

7,504

 

 

4,795

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

– Basic

 

5

 

 

14.31p

 

 

9.17p

 

– Diluted

 

5

 

 

14.23p

 

 

9.14p

 

 

 

Consolidated statement of comprehensive income

 

 

 

 

 

Six months ended 30 September

 

 

 

 

 

2010

 

 

2009

 

 

 

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

 

 

Gains on revaluation of available-for-sale investments, net of tax

 

 

 

 

328

 

 

501

 

Foreign exchange translation differences, net of tax

 

 

 

 

(2,444

)

 

(2,193

)

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

 

 

 

 

(116

)

 

47

 

Revaluation gain

 

 

 

 

 

 

963

 

Foreign exchange gains transferred to the income statement

 

 

 

 

 

 

(84

)

Fair value (gains)/losses transferred to the income statement

 

10

 

 

(2,196

)

 

3

 

Other, net of tax

 

 

 

 

3

 

 

25

 

Other comprehensive loss

 

 

 

 

(4,425

)

 

(738

)

Profit for the period

 

 

 

 

7,504

 

 

4,795

 

Total comprehensive income for the period

 

 

 

 

3,079

 

 

4,057

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

 

3,114

 

 

4,113

 

– Non-controlling interests

 

 

 

 

(35

)

 

(56

)

 

 

 

 

 

3,079

 

 

4,057

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated statement of financial position

 

 

 

30 September

 

 

31 March

 

 

 

2010

 

 

2010

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

Goodwill

 

49,722

 

 

51,838

 

Other intangible assets

 

24,080

 

 

22,420

 

Property, plant and equipment

 

19,392

 

 

20,642

 

Investments in associates

 

36,969

 

 

36,377

 

Other investments

 

3,951

 

 

7,591

 

Deferred tax assets

 

1,532

 

 

1,033

 

Post employment benefits

 

37

 

 

34

 

Trade and other receivables

 

3,334

 

 

2,831

 

 

 

139,017

 

 

142,766

 

Current assets

 

 

 

 

 

 

Inventory

 

572

 

 

433

 

Taxation recoverable

 

202

 

 

191

 

Trade and other receivables

 

8,908

 

 

8,784

 

Other investments

 

539

 

 

388

 

Cash and cash equivalents

 

9,113

 

 

4,423

 

 

 

19,334

 

 

14,219

 

Total assets

 

158,351

 

 

156,985

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Called up share capital

 

4,153

 

 

4,153

 

Additional paid-in capital

 

153,597

 

 

153,509

 

Treasury shares

 

(7,863

)

 

(7,810

)

Retained losses

 

(75,266

)

 

(79,655

)

Accumulated other comprehensive income

 

15,746

 

 

20,184

 

Total equity shareholders’ funds

 

90,367

 

 

90,381

 

 

 

 

 

 

 

 

Non-controlling interests

 

2,995

 

 

3,379

 

Put options over non-controlling interests

 

(2,819

)

 

(2,950

)

Total non-controlling interests

 

176

 

 

429

 

Total equity

 

90,543

 

 

90,810

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Long-term borrowings

 

30,636

 

 

28,632

 

Taxation liabilities

 

350

 

 

 

Deferred tax liabilities

 

5,514

 

 

7,377

 

Post employment benefits

 

351

 

 

237

 

Provisions

 

491

 

 

497

 

Trade and other payables

 

900

 

 

816

 

 

 

38,242

 

 

37,559

 

Current liabilities

 

 

 

 

 

 

Short-term borrowings

 

11,489

 

 

11,163

 

Taxation liabilities

 

4,055

 

 

2,874

 

Provisions

 

476

 

 

497

 

Trade and other payables

 

13,546

 

 

14,082

 

 

 

29,566

 

 

28,616

 

Total equity and liabilities

 

158,351

 

 

156,985

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated statement of changes in equity

 

 

 

Share
capital

 

Additional
paid-in
capital

 

Treasury
shares

 

Accumulated
comprehensive
income

 

Equity
shareholders’
funds

 

 

Non-
controlling
interests

 

Total
equ
ity

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

 

£m

 

£m

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 April 2009

 

4,153

 

153,348

 

(8,036

)

(63,303

)

86,162

 

 

(1,385

)

84,777

 

Issue or reissue of shares

 

 

 

132

 

(101

)

31

 

 

 

31

 

Share-based payment

 

 

76

 

 

 

76

 

 

 

76

 

Acquisition of subsidiaries

 

 

 

 

 

 

 

1,610

 

1,610

 

Comprehensive income

 

 

 

 

4,113

 

4,113

 

 

(56

)

4,057

 

Dividends

 

 

 

 

(2,731

)

(2,731

)

 

(3

)

(2,734

)

Other

 

 

 

37

 

(92

)

(55

)

 

 

(55

)

30 September 2009

 

4,153

 

153,424

 

(7,867

)

(62,114

)

87,596

 

 

166

 

87,762

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 April 2010

 

4,153

 

153,509

 

(7,810

)

(59,471

)

90,381

 

 

429

 

90,810

 

Issue or reissue of shares

 

 

 

134

 

(108

)

26

 

 

 

26

 

Share-based payment

 

 

88

 

 

 

88

 

 

 

88

 

Repurchase of own shares

 

 

 

(187

)

 

(187

)

 

 

(187

)

Transactions with non-controlling shareholders in subsidiaries

 

 

 

 

(107

)

(107

)

 

22

 

(85

)

Comprehensive income

 

 

 

 

3,114

 

3,114

 

 

(35

)

3,079

 

Dividends

 

 

 

 

(2,976

)

(2,976

)

 

(240

)

(3,216

)

Other

 

 

 

 

28

 

28

 

 

 

28

 

30 September 2010

 

4,153

 

153,597

 

(7,863

)

(59,520

)

90,367

 

 

176

 

90,543

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Consolidated statement of cash flows

 

 

 

 

 

Six months ended 30 September

 

 

 

 

 

 

2010

 

 

2009

 

 

 

Note

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

 

 

Net cash flow from operating activities

 

7

 

 

6,240

 

 

6,729

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Purchase of interests in subsidiaries and joint ventures, net of cash acquired

 

 

 

 

(22

)

 

(1,650

)

Purchase of intangible assets

 

 

 

 

(3,455

)

 

(1,430

)

Purchase of property, plant and equipment

 

 

 

 

(2,159

)

 

(2,334

)

Purchase of investments

 

 

 

 

(28

)

 

(138

)

Disposal of property, plant and equipment

 

 

 

 

15

 

 

18

 

Disposal of investments

 

 

 

 

4,270

 

 

7

 

Dividends received from associates

 

 

 

 

700

 

 

584

 

Dividends received from investments

 

 

 

 

84

 

 

141

 

Interest received

 

 

 

 

120

 

 

118

 

Net cash flow from investing activities

 

 

 

 

(475

)

 

(4,684

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Issue of ordinary share capital and reissue of treasury shares

 

 

 

 

26

 

 

31

 

Net movement in short-term borrowings

 

 

 

 

885

 

 

(95

)

Proceeds from issue of long-term borrowings

 

 

 

 

3,871

 

 

2,607

 

Repayment of borrowings

 

 

 

 

(1,703

)

 

(2,754

)

Purchase of treasury shares

 

 

 

 

(146

)

 

 

Equity dividends paid

 

 

 

 

(2,976

)

 

(2,742

)

Dividends paid to non-controlling shareholders in subsidiaries

 

 

 

 

(234

)

 

(3

)

Contributions from non-controlling shareholders in subsidiaries

 

 

 

 

 

 

613

 

Other transactions with non-controlling shareholders in subsidiaries

 

 

 

 

(137

)

 

 

Interest paid

 

 

 

 

(759

)

 

(795

)

Net cash flow from financing activities

 

 

 

 

(1,173

)

 

(3,138

)

 

 

 

 

 

 

 

 

 

 

Net cash flow

 

 

 

 

4,592

 

 

(1,093

)

Cash and cash equivalents at beginning of the period

 

 

 

 

4,363

 

 

4,846

 

Exchange loss on cash and cash equivalents

 

 

 

 

(134

)

 

(216

)

Cash and cash equivalents at end of the period

 

 

 

 

8,821

 

 

3,537

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

1    Basis of preparation

 

The unaudited condensed consolidated financial statements for the six months ended 30 September 2010:

 

·                  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’);

·                  were prepared on the going concern basis as set out within the directors’ statement of responsibility section of the Group’s annual report for the year ended 31 March 2010;

·                  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 Group’s annual report for the year ended 31 March 2010;

·                  apply the same accounting policies, presentation and methods of calculation as those followed in the preparation of the Group’s consolidated financial statements for the year ended 31 March 2010 except as stated below;

·                  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 434(3) of the Companies Act 2006 and were approved by the Board of directors on 9 November 2010.

 

The information relating to the year ended 31 March 2010 is an extract from the Group’s 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 498(2) or 498(3) of the UK Companies Act 2006.

 

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 end of the reporting period, 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.

 

IFRS 3 (Revised) - “Business Combinations”

 

The Group adopted IFRS 3 (Revised) on 1 April 2010. The revised standard introduces a number of changes in the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that a business combination occurs and future reported results. Whilst this standard does not have a material impact on the Groups results or financial position for the periods presented, it may impact the Group’s accounting for any future business combinations.

 

IAS 27 - “Consolidated and Separate Financial Statements”

 

The Group adopted an amendment to IAS 27 “Consolidated and Separate Financial Statements” on 1 April 2010. This requires that when a transaction occurs with non-controlling interests in Group entities that do not result in a change in control, the difference between the consideration paid or received and the recorded non-controlling interest should be recognised in equity. Cash flows related to such transactions should be reported within financing activities in the statement of cash flows. In cases where control is lost, any retained interest should be remeasured to fair value, with the difference between fair value and the previous carrying value being recognised immediately in the income statement.

 

The adoption of this standard has resulted in a change in presentation within the statement of cash flows of amounts paid to acquire non-controlling interests in Group entities that do not result in a change in control. In the six months ended 30 September 2010 £137 million related to such transactions was classified as Other transactions with non-controlling shareholders in subsidiaries within Net cash flows from financing activities, whereas these amounts would have previously been recorded in Purchase of interests in subsidiaries and joint ventures, net of cash acquired within Cash flows from investing activities. There is no material impact in the comparative period.

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

2                 Segment analysis

 

The Group has a single group of related services and products being the supply of communications services and products. The Group announced a new organisational structure on 9 September 2010, effective on 1 October 2010. The results presented are in line with the structure as at 30 September 2010.

 

 

 

Segment

 

Common

 

Intra-
region

 

Regional

 

Inter-
region

 

Group

 

 

 

 

 

revenue

 

Functions

 

revenue

 

revenue

 

revenue

 

revenue

 

EBITDA

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

Six months ended 30 September 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,859

 

 

 

(22

)

3,837

 

(4

)

3,833

 

1,471

 

Italy

 

2,852

 

 

 

(22

)

2,830

 

(3

)

2,827

 

1,356

 

Spain

 

2,614

 

 

 

(37

)

2,577

 

(2

)

2,575

 

868

 

UK

 

2,593

 

 

 

(25

)

2,568

 

(5

)

2,563

 

599

 

Other Europe

 

2,513

 

 

 

(27

)

2,486

 

(3

)

2,483

 

847

 

Europe

 

14,431

 

 

 

(133

)

14,298

 

(17

)

14,281

 

5,141

 

Vodacom

 

2,612

 

 

 

 

2,612

 

(4

)

2,608

 

866

 

Other Africa and Central Europe

 

1,913

 

 

 

 

1,913

 

(15

)

1,898

 

486

 

Africa and Central Europe

 

4,525

 

 

 

 

4,525

 

(19

)

4,506

 

1,352

 

India

 

1,874

 

 

 

 

1,874

 

(7

)

1,867

 

488

 

Other Asia Pacific and Middle East

 

1,863

 

 

 

 

1,863

 

(13

)

1,850

 

590

 

Asia Pacific and Middle East

 

3,737

 

 

 

 

3,737

 

(20

)

3,717

 

1,078

 

Common Functions

 

 

114

 

 

114

 

(15

)

99

 

(208

)

Group

 

22,693

 

114

 

(133

)

22,674

 

(71

)

22,603

 

7,363

 

Verizon Wireless(1)

 

9,372

 

 

 

 

 

 

 

 

 

 

 

3,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended 30 September 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,942

 

 

 

(26

)

3,916

 

(7

)

3,909

 

1,557

 

Italy

 

2,988

 

 

 

(24

)

2,964

 

(3

)

2,961

 

1,445

 

Spain

 

2,948

 

 

 

(52

)

2,896

 

(2

)

2,894

 

1,072

 

UK

 

2,513

 

 

 

(23

)

2,490

 

(6

)

2,484

 

583

 

Other Europe

 

2,677

 

 

 

(32

)

2,645

 

(3

)

2,642

 

947

 

Europe

 

15,068

 

 

 

(157

)

14,911

 

(21

)

14,890

 

5,604

 

Vodacom

 

1,948

 

 

 

 

1,948

 

(3

)

1,945

 

651

 

Other Africa and Central Europe

 

1,791

 

 

 

 

1,791

 

(33

)

1,758

 

460

 

Africa and Central Europe

 

3,739

 

 

 

 

3,739

 

(36

)

3,703

 

1,111

 

India

 

1,485

 

 

 

(1

)

1,484

 

(8

)

1,476

 

357

 

Other Asia Pacific and Middle East

 

1,595

 

 

 

 

1,595

 

(14

)

1,581

 

475

 

Asia Pacific and Middle East

 

3,080

 

 

 

(1

)

3,079

 

(22

)

3,057

 

832

 

Common Functions

 

 

127

 

 

127

 

(16

)

111

 

(92

)

Group

 

21,887

 

127

 

(158

)

21,856

 

(95

)

21,761

 

7,455

 

Verizon Wireless(1)

 

8,583

 

 

 

 

 

 

 

 

 

 

 

3,349

 

 

Note:

(1)       Values shown for Verizon Wireless are not included in the calculation of Group revenue or EBITDA as Verizon Wireless is an associate.

 

A reconciliation of EBITDA to operating profit is shown below. For a reconciliation of operating profit to profit before taxation see the consolidated income statement on page 26.

 

 

Six months ended 30 September

 

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

EBITDA

 

7,363

 

 

7,455

 

Depreciation and amortisation including loss on disposal of fixed assets

 

(3,948

)

 

(3,866

)

Share of results in associates

 

2,598

 

 

2,322

 

Impairment loss

 

(800

)

 

 

Other income and expense

 

 

 

157

 

Operating profit

 

5,213

 

 

6,068

 

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

3    Impairment loss

 

The carrying value of goodwill of the Group’s operations in Greece (reported within the Other Europe segment) has been impaired by £800 million following a test for impairment triggered by adverse movements in the discount rate and adverse performance against previous plans as a result of challenging economic conditions.

 

The majority of the impairment loss was driven by adverse discount rate movements and was based on a value in use calculation using a pre-tax risk adjusted discount rate of 17.0%. The charge has been recognised in the consolidated income statement as a separate line item within operating profit. The pre-tax adjusted discount rate used in the previous value in use calculation at 31 March 2010 was 12.1%. The recoverable amount of the Group’s operations in Greece equals its reported carrying value at 30 September 2010 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

 

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

United Kingdom corporation tax expense/(income):

 

 

 

 

 

 

Current year

 

38

 

 

 

Adjustments in respect of prior years

 

5

 

 

(17

)

 

 

 

 

 

 

 

Overseas current tax expense/(income):

 

 

 

 

 

 

Current year

 

1,624

 

 

1,365

 

Adjustments in respect of prior years

 

(229

)

 

(346

)

Total current tax expense

 

1,438

 

 

1,002

 

 

 

 

 

 

 

 

Deferred tax on origination and reversal of temporary differences:

 

 

 

 

 

 

United Kingdom deferred tax

 

(210

)

 

(114

)

Overseas deferred tax

 

(492

)

 

64

 

Total deferred tax income

 

(702

)

 

(50

)

Total income tax expense

 

736

 

 

952

 

 

On 22 July 2010 Vodafone reached agreement with the UK tax authorities with respect to the CFC tax case. Vodafone will pay £1.25 billion to settle all outstanding CFC issues from 2001 to date and has also reached agreement that no further UK CFC tax liabilities will arise in the near future under current legislation. Longer term, no CFC liabilities are expected to arise as a consequence of the likely reforms of the UK CFC regime due to the facts established in this agreement. The settlement comprises £800 million in the current financial year with the balance to be paid in instalments over the following five years. Income tax expense includes a credit of £550 million arising as a result of this settlement, which in part includes the related recognition of a deferred tax asset in Luxembourg for the use of losses in future years. The liability of £1.25 billion has been reclassified to current tax from deferred tax.

 

Vodafone Holdings Europe SL has resolved its dispute with the Spanish tax authorities regarding the deductibility of interest expenses in the accounting periods ended 31 March 2003 and 31 March 2004. The impact is reflected in the Group’s results for the six months ended 30 September 2010.

 

5                 Earnings per share

 

 

Six months ended 30 September

 

 

 

2010

 

 

2009

 

 

 

Millions

 

 

Millions

 

 

 

 

 

 

 

 

Weighted average number of shares for basic earnings per share

 

52,701

 

 

52,556

 

Effect of dilutive potential shares: restricted shares and share options

 

283

 

 

204

 

Weighted average number of shares for diluted earnings per share

 

52,984

 

 

52,760

 

 

 

 

 

 

 

 

 

 

£m

 

 

£m

 

Earnings for basic and diluted earnings per share

 

7,542

 

 

4,820

 

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

6                 Equity dividends on ordinary shares

 

 

Six months ended 30 September

 

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Declared during the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

Final dividends for the year ended 31 March 2010: 5.65 pence per share
(2009: 5.20 pence per share)

 

2,976

 

 

2,731

 

 

 

 

 

 

 

 

Proposed after the end of the reporting period and not recognised as a liability:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim dividend for the year ending 31 March 2011: 2.85 pence per share
(2010: 2.66 pence per share)

 

1,494

 

 

1,400

 

 

 

7                 Reconciliation of net cash flow from operating activities

 

 

Six months ended 30 September

 

 

 

2010

 

 

2009

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Profit for the period

 

7,504

 

 

4,795

 

Adjustments for:

 

 

 

 

 

 

Share-based payments

 

78

 

 

71

 

Depreciation and amortisation

 

3,930

 

 

3,826

 

Loss on disposal of property, plant and equipment

 

18

 

 

40

 

Share of result in associates

 

(2,598

)

 

(2,322

)

Impairment loss

 

800

 

 

 

Other income and expense

 

 

 

(157

)

Non-operating income and expense

 

(2,389

)

 

7

 

Investment income

 

(1,402

)

 

(634

)

Financing costs

 

764

 

 

948

 

Income tax expense

 

736

 

 

952

 

Increase in inventory

 

(149

)

 

(100

)

Increase in trade and other receivables

 

(481

)

 

(471

)

Increase in trade and other payables

 

520

 

 

622

 

Cash generated by operations

 

7,331

 

 

7,577

 

Tax paid

 

(1,091

)

 

(848

)

Net cash flow from operating activities

 

6,240

 

 

6,729

 

 

 

8                 Related party transactions

 

The Group’s related parties are its joint ventures, associates, pension schemes, directors and Executive Committee members.

 

Related party transactions with the Group’s joint ventures and associates primarily comprise fees for the use of 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 on the following page.

 

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

 

 

 

Six months ended 30 September

 

 

 

2010

 

2009

 

 

 

£m

 

£m

 

 

 

 

 

 

 

Sales of goods and services to associates

 

152

 

140

 

Purchases of goods and services from associates

 

93

 

85

 

Purchases of goods and services from joint ventures

 

107

 

92

 

Net interest income receivable from joint ventures

 

12

 

19

 

 

 

 

30 September

 

31 March

 

 

 

2010

 

2010

 

 

 

£m

 

£m

 

Trade balances owed:

 

 

 

 

 

by associates

 

27

 

24

 

to associates

 

15

 

17

 

by joint ventures

 

59

 

27

 

to joint ventures

 

11

 

40

 

Other balances owed by joint ventures(1)

 

331

 

751

 

 

Note:

(1)     Amounts arise primarily through Vodafone Italy and Indus Towers and represent amounts not eliminated on consolidation. Interest is paid in line with market rates.

 

In the six months ended 30 September 2010 the Group made contributions to defined benefit pension schemes of £15 million (six months ended 30 September 2009: £44 million). Dividends received from associates are disclosed in the consolidated statement of cash flows. Compensation paid to the Company’s Board of directors and Executive Committee members will be disclosed in the Group’s annual report for the year ending 31 March 2011.

 

9                      Commitments and contingent liabilities

 

There have been no material changes to the Group’s commitments or contingent liabilities during the period, except as disclosed in note 4 and 10.

 

10               Other matters

 

Seasonality or cyclicality of interim operations

 

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

 

Licence acquisitions

 

India

On 19 May 2010 Vodafone secured 20 year licences for 2x5 MHz of 3G spectrum in nine circles in the Indian auction for a total price of INR 116.2 billion (£1.7 billion). These circles include Delhi, Mumbai, Kolkata and a further three ‘A’ circles and three ‘B’ circles providing a footprint covering 66% of Vodafone Essar Limited’s current revenue base.

 

Germany

On 20 May 2010 Vodafone acquired nationwide 15 year licences for 2x10 MHz of 800 MHz spectrum, 2x5 MHz of 2.1 GHz spectrum, 2x20 MHz of 2.6 GHz spectrum and 25 MHz of 2.6 GHz unpaired spectrum for a cost of €1.4 billion (£1.2 billion).

 

China Mobile

 

On 10 September 2010 Vodafone sold its entire 3.2% interest in China Mobile Limited. The cash consideration was £4.3 billion before tax and transaction costs and resulted in a pre-tax gain of £2.4 billion which has been recorded in non-operating income and expense in the consolidated income statement.

 


 

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2010

 

Events after the end of the reporting period

 

Developments in the India tax case

Vodafone International Holdings B.V. (“VIHBV”) believes that it has no liability for Indian withholding taxes on the Hutchison transaction in 2007 and continued to take actions to defend itself vigorously both during and after the six months ended 30 September 2010. On 31 May 2010 the Indian tax authority ruled that it had jurisdiction to proceed against VIHBV to recover withholding tax from VIHBV on the Hutchison transaction in 2007. VIHBV appealed this ruling to the Bombay High Court. On 8 September 2010 the Bombay High Court ruled that the tax authority had jurisdiction to decide whether the transaction or some part of the transaction could be taxable in India. VIHBV appealed this decision to the Supreme Court on 14 September 2010. An initial hearing before the Supreme Court took place on 27 September 2010 at which the Supreme Court noted the appeal and asked the tax authorities to quantify any liability. On 22 October 2010 the Indian tax authorities quantified the alleged tax liability and issued a demand for payment of INR 112.2 billion (£1.6 billion) tax and interest. VIHBV has contested the amount of such demand both on the basis of the calculation and on the basis that no tax was due in any event. The possibility of whether VIHBV will be asked to make a deposit will be considered by the Supreme Court in its next hearing which is scheduled for 15 November 2010. The Supreme Court will also hear the appeal on the issue of jurisdiction at a later date. In addition, separate proceedings being taken against VIHBV to seek to treat it as an agent of Hutchison in respect of its alleged tax on the same transaction are now subject to appeal in the Bombay High Court where further actions of the Indian Tax authority are currently stayed and a hearing is scheduled for 23 November 2010. Vodafone Essar Limited’s case also continues to be stayed pending the outcome of the VIHBV Supreme Court hearing. VIHBV considers that neither it nor any other member of the Group is liable for such withholding tax or is liable to be made an agent of Hutchison.

 

SoftBank

On 9 November 2010 Vodafone agreed to sell to SoftBank Corp. of Japan (“SoftBank”) its interests in loan notes issued by SoftBank Mobile Corp. and preferred stock and share acquisition rights issued by BB Mobile Corp. (both subsidiaries of SoftBank Corp), which were originally received as part of the proceeds from the sale of Vodafone Japan in 2006, for a total consideration of ¥412.5 billion (£3.1 billion).

 

The consideration will be received in two tranches: ¥212.5 billion (£1.6 billion) in December 2010 and ¥200 billion (£1.5 billion) expected in April 2012. The first tranche of the proceeds will be used to reduce Vodafone Group’s net debt.

 

The securities had a carrying value of ¥341 billion (£2.6 billion) at 30 September 2010.

 


 

INDEPENDENT REVIEW REPORT BY DELOITTE LLP TO VODAFONE GROUP PLC

 

Introduction

 

We have been engaged by the Company to review the condensed consolidated financial statements in the half-year financial report for the six months ended 30 September 2010 which comprise the consolidated income statement, the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and related notes 1 to 10. We have read the other information contained in the half-year financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.

 

This report is made solely to the Company in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.

 

Directors’ responsibilities

 

The half-year financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-year financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.

 

The annual financial statements of the Group are prepared in accordance with IFRS as adopted by the European Union and as issued by the International Accounting Standards Board. As disclosed in note 1, the condensed consolidated financial statements included in this half-year financial report have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” (‘IAS 34’) as adopted by the European Union and as issued by the International Accounting Standards Board.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed consolidated financial statements in the half-year financial report based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusions

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union and as issued by the International Accounting Standards Board, and the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.

 

Deloitte LLP

 

Chartered Accountants and Statutory Auditors

 

London, United Kingdom

 

9 November 2010

 


 

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.

 

A summary of certain non-GAAP measures included in this results announcement, together with details of where additional information and reconciliation to the nearest equivalent GAAP measure can be found, is shown below.

 

Non-GAAP measure

 

Equivalent GAAP measure

 

Location in this results
announcement of reconciliation and
further information

EBITDA

 

Operating profit

 

Group results on page 9

 

 

 

 

 

Adjusted operating profit

 

Operating profit

 

Group results on page 9

 

 

 

 

 

Adjusted profit before tax

 

Profit before taxation

 

Taxation on page 11

 

 

 

 

 

Adjusted effective tax rate

 

Income tax expense as a percentage of profit before taxation

 

Taxation on page 11

 

 

 

 

 

Adjusted profit attributable to equity shareholders

 

Profit attributable to equity shareholders

 

Earnings per share on page 12

 

 

 

 

 

Operating free cash flow

 

Cash generated by operations

 

Cash flows and funding beginning on page 21

 

 

 

 

 

Free cash flow

 

Cash generated by operations

 

Cash flows and funding beginning on page 21

 


 

ADDITIONAL INFORMATION

 

Regional results(1)

 

 

 

Revenue

 

EBITDA

 

Adjusted operating
profit/(loss)

 

Capital expenditure

 

Operating free
cash flow

 

 

 

2010

 

2009

 

 

2010

 

2009

 

 

2010

 

2009

 

 

2010

 

2009

 

 

2010

 

2009

 

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,859

 

3,942

 

 

1,471

 

1,557

 

 

818

 

880

 

 

342

 

331

 

 

1,111

 

1,429

 

Italy

 

2,852

 

2,988

 

 

1,356

 

1,445

 

 

1,004

 

1,085

 

 

260

 

299

 

 

983

 

1,103

 

Spain

 

2,614

 

2,948

 

 

868

 

1,072

 

 

555

 

745

 

 

220

 

171

 

 

402

 

656

 

UK

 

2,593

 

2,513

 

 

599

 

583

 

 

137

 

75

 

 

178

 

141

 

 

266

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greece

 

486

 

601

 

 

124

 

172

 

 

26

 

66

 

 

67

 

92

 

 

36

 

86

 

Netherlands

 

823

 

883

 

 

286

 

283

 

 

177

 

180

 

 

99

 

55

 

 

217

 

296

 

Portugal

 

565

 

612

 

 

232

 

253

 

 

145

 

166

 

 

63

 

64

 

 

162

 

181

 

Other(2)

 

639

 

581

 

 

205

 

239

 

 

123

 

145

 

 

63

 

30

 

 

55

 

181

 

Associates

 

 

 

 

 

 

 

283

 

309

 

 

 

 

 

 

 

 

 

2,513

 

2,677

 

 

847

 

947

 

 

754

 

866

 

 

292

 

241

 

 

470

 

744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intra-region eliminations

 

(133

)

(157

)

 

 

 

 

 

 

 

 

 

 

 

 

Europe

 

14,298

 

14,911

 

 

5,141

 

5,604

 

 

3,268

 

3,651

 

 

1,292

 

1,183

 

 

3,232

 

4,332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vodacom

 

2,612

 

1,948

 

 

866

 

651

 

 

343

 

196

 

 

183

 

209

 

 

565

 

392

 

Other Africa and Central Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Romania

 

359

 

426

 

 

149

 

196

 

 

53

 

68

 

 

32

 

37

 

 

84

 

99

 

Turkey

 

760

 

557

 

 

93

 

20

 

 

(33

)

(71

)

 

146

 

149

 

 

3

 

(91

)

Other

 

794

 

808

 

 

244

 

244

 

 

80

 

69

 

 

84

 

125

 

 

159

 

105

 

Africa and Central Europe

 

4,525

 

3,739

 

 

1,352

 

1,111

 

 

443

 

262

 

 

445

 

520

 

 

811

 

505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

India

 

1,874

 

1,485

 

 

488

 

357

 

 

6

 

(43

)

 

286

 

529

 

 

340

 

(31

)

Other Asia Pacific and Middle East

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Egypt

 

691

 

677

 

 

323

 

335

 

 

200

 

212

 

 

101

 

85

 

 

213

 

293

 

Other

 

1,172

 

918

 

 

267

 

140

 

 

33

 

(37

)

 

184

 

151

 

 

194

 

28

 

Intra-region eliminations

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

Asia Pacific and Middle East

 

3,737

 

3,079

 

 

1,078

 

832

 

 

239

 

132

 

 

571

 

765

 

 

747

 

290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Verizon Wireless

 

 

 

 

 

 

 

2,344

 

1,988

 

 

 

 

 

 

 

Common Functions

 

114

 

127

 

 

(208

)

(92

)

 

(225

)

(122

)

 

127

 

134

 

 

(121

)

(321

)

Inter-region eliminations

 

(71

)

(95

)

 

 

 

 

 

 

 

 

 

 

 

 

Group

 

22,603

 

21,761

 

 

7,363

 

7,455

 

 

6,069

 

5,911

 

 

2,435

 

2,602

 

 

4,669

 

4,806

 

 

Notes:

(1)     The Group announced a new organisational structure on 9 September 2010, effective on 1 October 2010. The results are presented in line with the structure as at 30 September 2010.

(2)     Includes elimination of £7 million (2009: £8 million) of intercompany revenue between operating companies within the Other Europe segment.

See page 37 for “Use of non-GAAP financial information” and page 42 for “Definition of terms”.

 


 

ADDITIONAL INFORMATION

 

Service revenue – quarter ended 30 September

 

 

 

Group(1)

 

Europe

 

Africa and
Central Europe

 

Asia Pacific and
Middle East

 

 

 

 

 

 

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

 

 

 

 

 

 

 

 

Voice revenue

 


6,851

 

7,034

 

3,971

 

4,460

 

1,563

 

1,464

 

1,319

 

1,111

 

 

 

 

 

 

 

 

 

Messaging revenue

 

1,260

 

1,169

 

921

 

907

 

188

 

147

 

150

 

115

 

 

 

 

 

 

 

 

 

Data revenue

 

1,243

 

992

 

892

 

752

 

200

 

135

 

151

 

105

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

819

 

795

 

705

 

712

 

86

 

62

 

28

 

20

 

 

 

 

 

 

 

 

 

Other service revenue

 

469

 

392

 

289

 

265

 

87

 

88

 

116

 

81

 

 

 

 

 

 

 

 

 

Service revenue

 

10,642

 

10,382

 

6,778

 

7,096

 

2,124

 

1,896

 

1,764

 

1,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% change

 

 

 

 

 

 

 

Group

 

Europe

 

Africa and
Central Europe

 

Asia Pacific and
Middle East

 

 

 

 

 

 

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

 

 

 

 

 

 

 

 

Voice revenue

 


(2.6

)

(3.2

)

(11.0

)

(7.5

)

6.8

 

1.4

 

18.7

 

8.3

 

 

 

 

 

 

 

 

 

Messaging revenue

 

7.8

 

8.6

 

1.5

 

5.0

 

27.9

 

22.8

 

30.4

 

22.1

 

 

 

 

 

 

 

 

 

Data revenue

 

25.3

 

25.9

 

18.6

 

23.0

 

48.1

 

39.1

 

43.8

 

28.3

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

3.0

 

5.1

 

(1.0

)

3.6

 

38.7

 

14.1

 

40.0

 

27.4

 

 

 

 

 

 

 

 

 

Other service revenue

 

19.6

 

17.4

 

9.1

 

12.5

 

(1.1

)

(6.7

)

43.2

 

33.5

 

 

 

 

 

 

 

 

 

Service revenue

 

2.5

 

2.3

 

(4.5

)

(0.8

)

12.0

 

5.8

 

23.2

 

12.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

Italy

 

Spain

 

UK

 

Vodacom

 

India

 

 

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

Voice revenue

 


896

 

980

 

824

 

924

 

866

 

1,011

 

642

 

672

 

865

 

782

 

724

 

593

 

Messaging revenue

 

192

 

191

 

213

 

223

 

88

 

102

 

282

 

243

 

76

 

61

 

40

 

23

 

Data revenue

 

295

 

243

 

150

 

128

 

136

 

122

 

184

 

145

 

134

 

87

 

56

 

40

 

Fixed line revenue

 

443

 

461

 

132

 

127

 

76

 

80

 

8

 

8

 

54

 

42

 

1

 

1

 

Other service revenue

 

35

 

32

 

37

 

35

 

55

 

72

 

114

 

102

 

48

 

41

 

78

 

47

 

Service revenue

 

1,861

 

1,907

 

1,356

 

1,437

 

1,221

 

1,387

 

1,230

 

1,170

 

1,177

 

1,013

 

899

 

704

 

 

 

 

 

 

 

 

 

 

 

% change

 

 

 

Germany

 

Italy

 

Spain

 

UK

 

Vodacom

 

India

 

 

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Service revenue

 


(2.4

)

2.1

 

(5.6

)

(1.3

)

(12.0

)

(7.9

)

5.2

 

5.2

 

16.2

 

5.0

 

27.7

 

15.7

 

 

Note:

(1)     The sum of the regional amounts may not be equal to Group totals due to Common Functions and intercompany eliminations.

 

 

 


 

ADDITIONAL INFORMATION

 

Reconciliation of adjusted earnings

 

 

 

Note

 

Reported

 

Adjustments

 

Adjusted

 

Six months ended 30 September 2010

 

 

 

£m

 

£m

 

£m

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

1

 

5,213

 

856

 

6,069

 

Non-operating income and expense

 

2

 

2,389

 

(2,389

)

 

Net investment income/(financing costs)

 

3

 

638

 

(1,078

)

(440

)

Profit before taxation

 

 

 

8,240

 

(2,611

)

5,629

 

Income tax expense

 

4

 

(736

)

(315

)

(1,051

)

Profit for the period

 

 

 

7,504

 

(2,926

)

4,578

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Equity shareholders

 

 

 

7,542

 

(2,926

)

4,616

 

Non-controlling interests

 

 

 

(38

)

 

(38

)

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

14.31p

 

 

 

8.76p

 

 

Notes:

 

(1)     Adjustment relates to the £800 million impairment loss for Vodafone Greece and the £56 million net loss arising on the disposal by Verizon Wireless of certain markets related to the Alltel acquisition.

(2)     Adjustment primarily consists of the gain on disposal arising from the disposal of the Group’s 3.2% interest in China Mobile Limited.

(3)     Includes a £228 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 and an £872 million release of interest accrual on the settlement of UK CFC tax claim in July 2010.

(4)     Represents £235 million relating to tax on the adjustments used to derive adjusted profit before tax offset by £550 million arising on the settlement of the UK CFC tax claim in July 2010.

 

 

 

 

Note

 

Reported

 

Adjustments

 

Adjusted

 

Six months ended 30 September 2009

 

 

 

£m

 

£m

 

£m

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

1

 

6,068

 

(157

)

5,911

 

Non-operating income and expense

 

 

 

(7

)

7

 

 

Net investment income/(financing costs)

 

2

 

(314

)

(116

)

(430

)

Profit before taxation

 

 

 

5,747

 

(266

)

5,481

 

Income tax expense

 

3

 

(952

)

28

 

(924

)

Profit for the period

 

 

 

4,795

 

(238

)

4,557

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

Equity shareholders

 

 

 

4,820

 

(238

)

4,582

 

Non-controlling interests

 

 

 

(25

)

 

(25

)

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

9.17p

 

 

 

8.72p

 

 

Notes:

(1)     Consists of the gain on disposal arising from the merger of Vodafone Australia with Hutchison 3G Australia.

(2)     Includes a £115 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 offset by a £231 million adjustment in relation to equity put rights and similar arrangements (see note 3 in net financing costs on page 11).

(3)     Represents a £28 million adjustment relating to tax on the adjustments used to derive adjusted profit before tax.

 


 

ADDITIONAL INFORMATION

 

Mobile customers(1)

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Country

 

1 July
2010

 

Net

additions

 

Other
movements

 

30 September
2010

 

 

Prepaid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Europe

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

34,874

 

819

 

 

35,693

 

 

54.8%

 

Italy

 

23,346

 

245

 

 

23,591

 

 

85.5%

 

Spain

 

16,827

 

280

 

 

17,107

 

 

38.3%

 

UK

 

18,854

 

122

 

 

18,976

 

 

51.6%

 

 

 

93,901

 

1,466

 

 

95,367

 

 

60.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Europe

 

 

 

 

 

 

 

 

 

 

 

 

Albania

 

1,679

 

22

 

 

1,701

 

 

93.9%

 

Greece

 

5,492

 

(535

)

 

4,957

 

 

66.6%

 

Ireland

 

2,151

 

32

 

 

2,183

 

 

66.9%

 

Malta

 

239

 

14

 

 

253

 

 

85.4%

 

Netherlands

 

4,757

 

94

 

 

4,851

 

 

39.0%

 

Portugal

 

5,984

 

76

 

 

6,060

 

 

80.7%

 

 

 

20,302

 

(297

)

 

20,005

 

 

66.8%

 

Europe

 

114,203

 

1,169

 

 

115,372

 

 

61.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Africa and Central Europe

 

 

 

 

 

 

 

 

 

 

 

 

Vodacom(2)

 

37,722

 

1,656

 

 

39,378

 

 

87.5%

 

Czech Republic

 

3,040

 

78

 

 

3,118

 

 

46.4%

 

Ghana

 

2,741

 

(173

)

 

2,568

 

 

99.4%

 

Hungary

 

2,599

 

12

 

 

2,611

 

 

54.1%

 

Poland

 

3,344

 

(3

)

 

3,341

 

 

47.8%

 

Romania

 

9,819

 

20

 

 

9,839

 

 

62.6%

 

Turkey

 

16,148

 

380

 

 

16,528

 

 

78.3%

 

Africa and Central Europe

 

75,413

 

1,970

 

 

77,383

 

 

74.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia Pacific and Middle East

 

 

 

 

 

 

 

 

 

 

 

 

India(3)

 

109,061

 

6,492

 

 

115,553

 

 

94.8%

 

Australia

 

3,551

 

29

 

 

3,580

 

 

44.4%

 

Egypt

 

25,791

 

2,408

 

 

28,199

 

 

96.0%

 

Fiji

 

358

 

(17

)

 

341

 

 

96.2%

 

New Zealand

 

2,479

 

(35

)

 

2,444

 

 

68.7%

 

Qatar

 

534

 

67

 

 

601

 

 

94.5%

 

Asia Pacific and Middle East

 

141,774

 

8,944

 

 

150,718

 

 

92.3%

 

Group

 

331,390

 

12,083

 

 

343,473

 

 

77.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to proportionate

 

 

 

 

 

 

 

 

 

 

 

 

Group

 

331,390

 

12,083

 

 

343,473

 

 

 

 

Non-controlling interests subsidiaries

 

(65,197

)

(3,989

)

 

(69,186

)

 

 

 

Verizon Wireless(4)

 

41,428

 

451

 

48

 

41,927

 

 

9.9%

 

Other associates and investments(5)

 

39,185

 

597

 

(24,033

)

15,749

 

 

97.9%

 

Proportionate

 

346,806

 

9,142

 

(23,985

)

331,963

 

 

83.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Europe

 

123,155

 

1,273

 

 

124,428

 

 

58.3%

 

Africa and Central Europe

 

64,761

 

1,450

 

 

66,211

 

 

78.6%

 

Asia Pacific and Middle East

 

117,462

 

5,968

 

(24,033

)

99,397

 

 

98.3%

 

Verizon Wireless

 

41,428

 

451

 

48

 

41,927

 

 

9.9%

 

 

Notes:

(1)     Group customers represent subsidiaries on a 100% basis and joint ventures (being Italy, Poland, Australia and Fiji) based on the Group’s equity interests. Proportionate customers are based on the Group’s equity interests in subsidiaries, joint ventures and associates. Further details of the Group’s equity interests are provided in notes 12 to 14 of the consolidated financial statements included within the Group’s 2010 annual report.

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

(3)     Proportionate customers are based on equity interests at 30 September 2010. However, the calculation of proportionate customers for India also assumes the exercise of call options that could increase the Group’s aggregate direct and indirect equity interest from 59.93% to 66.98%. These call options can only be exercised in accordance with Indian law prevailing at the time of exercise.

(4)     Other movements relates to customers purchased from AT&T as part of the conditions of AT&T’s acquisition of Centennial Communications.

(5)     Other movements include the disposal of the Group’s 3.2% interest in China Mobile Limited of 18.0 million customers as well as a prospective change in the definition of proportionate mobile customers to exclude investments.

 


 

ADDITIONAL INFORMATION

 

Annualised mobile customer churn quarter ended 30 September 2010

 

Country

 

Contract

Prepaid

Total

 

 

 

 

 

 

 

Germany

 

16.7%

28.8%

23.2%

 

 

 

 

 

 

 

Italy

 

20.2%

26.0%

25.1%

 

 

 

 

 

 

 

Spain

 

19.5%

37.3%

26.2%

 

 

 

 

 

 

 

UK

 

16.1%

59.1%

38.5%

 

 

 

 

 

 

 

Vodacom(1)

 

9.5%

48.8%

43.9%

 

 

 

 

 

 

 

India

 

23.2%

42.4%

41.4%

 

 

Note:

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

 

OTHER INFORMATION

 

1)                       Copies of this document are available from the Company’s registered office at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN.

 

2)                       The half-year financial report will be available on the Vodafone Group Plc website, www.vodafone.com/investor, from 9 November 2010.

 

For further information:

 

Vodafone Group Plc

 

Investor Relations

Media Relations

Telephone: +44 1635 33251

Telephone: +44 1635 664 444

 

Notes:

 

1.      Vodafone, the Vodafone logo, Vodacom and Vodafone One Net are trade marks of the Vodafone Group. Other product and company names mentioned herein may be the trade marks of their respective owners.

2.      All growth rates reflect a comparison to the six months ended 30 September 2009 unless otherwise stated.

3.      References to the “first quarter”, “previous quarter” or “Q1” are to the quarter ended 30 June 2010 unless otherwise stated.

4.      References to the “second quarter” or “Q2” are to the quarter ended 30 September 2010 unless otherwise stated.

5.      References to “H1” are to the six months ended 30 September 2010 unless otherwise stated.

6.      All amounts marked with an “(*)” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and foreign exchange rates. All relevant calculations of organic growth include Vodacom at the current level of ownership and exclude all results of the Group’s business in Australia. The in-country acquisition of Alltel by Verizon Wireless has been included on a pro-forma basis assuming the business was acquired at the beginning of the comparative period.

7.      Reported growth is based on amounts in pounds sterling as determined under IFRS.

8.      Quarterly historical information including service revenue, customers, churn, voice usage and ARPU is provided in a spreadsheet available at www.vodafone.com/investor.

9.      Additional information regarding regulation and non-GAAP information will be available in the 6-K to be filed with the US Securities and Exchange Commission.

 

Copyright © Vodafone Group 2010

 

Definitions of terms

 

Term

 

Definition

 

 

 

 

 

Proportionate mobile customers

 

The proportionate mobile customer number represents the number of mobile customers in the Group’s subsidiaries, joint ventures and associates, based on the Group’s ownership in such ventures.

 

 

 

 

 

 

For definitions of other terms please refer to page 141 of the Group’s 2010 annual report.

 


 

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, but are not limited to, 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 to 5, including the updated strategy announced 9 November 2010, the Group’s 7% per annum dividend per share growth policy and the guidance for the 2011 financial year and the medium-term guidance for the three financial years ending 31 March 2014 on pages 7 and 8 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; expectations regarding adjusted operating profit, revenue, service revenue, capitalised fixed asset additions, EBITDA margins, depreciation and amortisation charges, capital expenditure, free cash flow, and tax rates, including the Group’s adjusted effective tax rate, for the 2011 financial year; expectations regarding capital expenditures; expectations regarding the integration or performance of current and future investments, associates, joint ventures, non-controlled assets and newly acquired businesses, including Vodafone Hutchison Australia and its planned merger with the 3 network; and the outcome and 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 “will”, “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 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 “Forward-looking statements” and “Principal risk factors and uncertainties” in Vodafone Group Plc’s 2010 annual report. The annual report can be found on the Group’s website, www.vodafone.com/investor. 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. Subject to compliance with applicable law and regulations, Vodafone does not intend to update these forward-looking statements and does not undertake any obligation to do so.

 


 

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: 10 November, 2010

By:

/s/ R E S MARTIN

 

Name:

Rosemary E S Martin

 

Title:

Group General Counsel and Company Secretary