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  November 19, 2012

 

Commission File Number: 001-10086

 

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

 

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

(Address of principal executive offices)

 

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

 

Form 20-F       ü              Form 40-F_____

 

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

 

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

 

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

 

Yes______                                                                                                                       No  ü  

 

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

 

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-168347), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-81825) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149634) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 


 

This report on form 6-K contains the following items:

 

(a)                                 Chief Executive’s statement;

 

(b)                                Business review; and

 

(c)                                 Half-year condensed consolidated financial statements of Vodafone Group Plc.

 

Certain information listed above is taken from the previously published results announcement of Vodafone Group Plc for the six months ended 30 September 2012 (the ‘half-year financial report’). This report of Form 6-K does not update or restate any of the financial information set forth in the half-year financial report.

 

This report on Form 6-K should be read in conjunction with the Group’s annual report on Form 20-F for the year ended 31 March 2012, in particular the following sections:

 

·                  the information contained under “How we’re doing” on pages 10 and 11;

 

·                  the information contained under “Operating results” on pages 40 to 49;

 

·                  the information contained under “Liquidity and capital resources” on pages 55 to 59; and

 

·                  the consolidated financial statements on pages 94 to 141.

 

The terms “Vodafone”, the “Group”, “we”, “our” and “us” refer to Vodafone Group Plc (“the Company”), and as applicable, its subsidiaries and/or its interest in joint ventures and/or associates.

 

 

 

Exhibit 7

 

·                  Computation of ratio of earnings to fixed charges

 


 

CHIEF EXECUTIVE’S STATEMENT

 

Financial review

 

Group

Group revenue was up 0.2%* on an organic basis but down -7.4% to £21.8 billion on a reported basis. Organic service revenue declined -0.4%* in the first half of the financial year, and -1.4%* in Q2. Excluding the impact of mobile termination rate (‘MTR’) cuts, service revenue growth in the first half was 1.4%*. We achieved good growth in our emerging market operations and from the continued uptake of data across the Group, but this was offset by macroeconomic pressures in Southern Europe.

 

Group adjusted EBITDA was down -2.9%* on an organic basis, but down -11.7% to £6.6 billion on a reported basis, mainly due to adverse foreign exchange rate movements. Adjusted EBITDA margin was down 1.0* percentage points year-on-year primarily as a consequence of the revenue decline in Italy, ongoing weakness in brand perception in Australia and restructuring costs in Germany, partly offset by margin improvements in South Africa and India.

 

Adjusted operating profit was £6.2 billion (H1 2012: £6.0 billion). On an organic basis, adjusted operating profit was up 8.5%* year-on-year, driven by a strong performance from Verizon Wireless (‘VZW’).

 

The Group incurred a total impairment charge of £5.9 billion in relation to the carrying value of goodwill of its operations in Spain and Italy as a result of challenging market conditions and adverse movements in discount rates.

 

Reported loss per share was -4.01 pence, impacted by the impairments outlined above. Adjusted earnings per share of 7.86 pence grew 1.4% year-on-year, reflecting the strong adjusted operating profit performance and the reduction in shares outstanding resulting from the share buyback programme, partially offset by a higher effective tax rate.

 

Free cash flow for the first half of the 2013 financial year was £2.2 billion (H1 2012: £2.6 billion). This year-on-year decline is mainly the result of a weaker euro in the reporting period and the non-recurrence of a £0.2 billion dividend after the disposal of our 44% interest in SFR in June 2011. Capex for the period was £2.5 billion (H1 2012: £2.6 billion). Net debt at 30 September 2012 was £26.0 billion (31 March 2012: £24.4 billion). The movement in net debt since 31 March 2012 has been driven by underlying cash generation and the receipt of the £1.5 billion final tranche of the SoftBank consideration, offset by £1.1 billion of share buybacks, equity dividend payments of £3.2 billion and the £1.3 billion consideration paid for Cable & Wireless Worldwide plc (‘CWW’).

 

The Board has agreed an interim dividend per share of 3.27 pence, an increase of 7.2% year-on-year, in line with our dividend per share growth target of at least 7% per annum until March 2013.

 

Northern and Central Europe

In Northern and Central Europe, service revenue was up 1.5%* in H1, with growth of 0.7%* in Q2. The growth drivers in Q2 were Germany (+1.8%*) and Turkey (+18.0%*), while the UK and the Netherlands deteriorated by -3.2%* and -2.3%* respectively.

 

Adjusted EBITDA for the region was -3.3%* down year-on-year at £2.8 billion, with reported adjusted EBITDA margin down -2.4 percentage points year-on-year. This decline was driven by Germany and the UK, as well as the inclusion of CWW for the first time.  The margin in Turkey continued to improve.

 

Southern Europe

Service revenue in Southern Europe fell -9.8%* in H1, with service revenue in Q2 down -11.3%*. Italy worsened significantly in Q2 (-12.8%*), reflecting a cut in MTRs on 1 July 2012, as well as ongoing competitive and macroeconomic pressures. Spain also continued to be weak (Q2: -12.0%*).

 

Southern Europe adjusted EBITDA was down -15.1%* year-on-year to £1.9 billion, as a result of the weak revenue performance in all markets, and margin erosion in Italy, Greece and Portugal. Margins in Spain were stable year-on-year.

 


 

CHIEF EXECUTIVE’S STATEMENT

 

Africa, Middle East and Asia Pacific (‘AMAP’)

AMAP service revenue was up 5.2%* in H1, with year-on-year growth of 4.1%* in Q2. In India, service revenue growth slowed to 11.0%* in Q2, reflecting the impact of regulatory changes, the recognition of SMS termination revenue for the first time in the prior financial year and a less active market for new customer acquisitions. Growth at Vodacom slowed slightly to 4.6%* in Q2 primarily due to pricing pressure. In Australia, service revenue fell by -14.4%* in Q2, as the business continued to focus on network improvements and arresting weakness in brand perception.

 

AMAP adjusted EBITDA was up 10.6%* on an organic basis, with adjusted EBITDA margin increasing by 1.4* percentage points. Margins at Vodacom and in India made excellent progress as a result of focused cost control and increasing scale benefits, although this was partially offset at the regional level by weaker margins in Australia.

 

Verizon Wireless

VZW, our US associate, achieved organic service revenue growth of 8.0%* in H1 and 7.8%* in Q2. Our share of profits from VZW was £3.2 billion, up 27.4%* year-on-year. VZW’s net debt declined from US$6.4 billion at 31 March 2012 to US$1.9 billion at 30 September 2012, despite spending US$3.7 billion (net) on the acquisition of spectrum in H1.

 

On 12 November 2012 VZW declared a dividend of US$8.5 billion (£5.3 billion), of which Vodafone’s share is US$3.8 billion (£2.4 billion). The dividend is due by the end of the 2012 calendar year. The Group intends to commence a £1.5 billion share buyback programme after receipt of the dividend.

 

Strategy update

 

A more valuable Vodafone

In November 2010 we announced our strategy to build a more valuable Vodafone. The key elements were to focus on the core growth areas of data, enterprise and emerging markets; to deliver value and efficiency from scale; and to generate liquidity or free cash flow from non-controlled interests. At the same time, we reinforced our commitment to rigorous capital discipline with regard to investment decisions.

 

In the last two financial years, the proportion of our revenue deriving from non-voice services and emerging markets has risen from 56% of service revenue in H1 of the 2011 financial year, to 65% in H1 of the current financial year, thus reducing our dependence on voice revenue in mature markets. Data revenue in the financial year ended 31 March 2012 was £6.2 billion, an increase of £2.2 billion over the financial year ended 31 March 2010. 30.7% of our European customers now use smartphones, compared to 14.5% at September 2010.

 

In the enterprise business, we have consolidated our position as a market leader in our core national enterprise operations, whilst also broadening our reach across a wide spectrum of businesses, from SoHo up to the largest multinational corporations. Enterprise revenue growth has consistently outstripped consumer revenue growth in Europe over the last two years.

 

Our emerging markets operations have continued to grow strongly, led by Vodacom, India and Turkey. We have sustained a significant level of investment in emerging markets, which has translated into strong market share gains and improving margins in many of these businesses.

 

At the same time, we have made significant progress in simplifying our portfolio of assets, allowing management to focus on controlled operations and free up capital for reinvestment in the business and distribution to shareholders.

 

Since September 2010, our disposal programme has raised £14.8 billion, of which £6.8 billion has been returned to shareholders by way of share buybacks. In addition, in January 2012 we received a £2.9 billion dividend from VZW, of which £2.0 billion was immediately distributed to Vodafone shareholders as a special dividend. Including the interim dividend declared on 13 November 2012 and the share buyback announced on 13 November 2012, we have returned a total of £21.2 billion to shareholders since September 2010, equivalent to approximately 25% of our market capitalisation at that time.

 


 

CHIEF EXECUTIVE’S STATEMENT

 

 

Vodafone 2015

While the macroeconomic and regulatory environment in Europe presents significant short-term challenges, we see a number of positive developments. We expect smartphone adoption to accelerate in all markets over the next three years, with mobile applications and low cost smartphone availability increasing in mature and emerging markets alike. With the broad deployment of high speed data networks, we expect customers’ appetite for data to increase significantly. At the same time, the evolution of network and IT platforms should enable lower cost and more standardised approaches as commercial and technology planning are integrated.

 

As a result, we believe that the long-term prospects for the mobile market are highly attractive for those that make scale, standardisation and the customer data experience fundamental to how they operate. Our strategy is to be:

 

·                  A scale data company;

 

·                  A strong player in enterprise;

 

·                  A leader in emerging markets;

 

·                  A selective innovator in services; and

 

·                  A cost efficient organisation.

 

Consumer 2015

We are adopting a new strategic approach to consumer pricing and bundling in Europe, in order to offer customers worry-free usage and, at the same time, stabilise ARPU. We are launching new tariffs including unlimited voice and SMS, and much larger data allowances than before. Pricing will be radically simplified as a result, giving clear visibility of the cost of ownership and, thereby, lower complexity for IT and billing. The value proposition will be progressively enhanced through the introduction of a number of additional features, including improved access to technical support, attractive roaming packages, shared data plans, early handset upgrades, storage and back-up in the cloud, and device security, to increase the breadth of service and, over time, ARPU.

 

In emerging markets, our goal is to build on our success to date to become a clear leader, increasing the value of these markets to the Group through market growth, improving margins, share gains and stronger cash generation. These markets offer very attractive long-term opportunities from sustained GDP growth, the scope for widespread mobile data adoption and the fulfillment of unmet needs such as basic financial services. We aim to maximise these opportunities through smart data pricing, the development of low-cost smartphones and selective innovation in areas in which we can truly differentiate.

 

Enterprise 2015

We plan to strengthen our leading position in enterprise, enhancing our product offering to large and medium-sized businesses and creating a dedicated enterprise operational structure, following the market success of Vodafone Global Enterprise (‘VGE’) and the CWW acquisition.

 

VGE, serving the biggest multi-national accounts, will continue to expand its remit, driven by an increasing appetite among customers to consolidate telecoms procurement cross-border and bring mobility into the heart of their business strategies. In converged services, we will continue to develop Vodafone One Net for small- and medium-sized companies, and increasingly provide total communications services to our larger customers. In M2M, we will leverage our new business unit organisation, global technical platform and vertical sector competences to exploit the current wave of adoption of M2M solutions across many industry and service sectors. In addition, we will develop our product offering in high growth segments, such as cloud and hosting, thereby leveraging the expertise acquired with CWW.

 


 

CHIEF EXECUTIVE’S STATEMENT

 

Network 2015

Our network strategy continues to focus on supporting higher speed data in both mature and emerging markets, and delivering a consistently excellent data experience to our customers through the widespread deployment of HSPA+, LTE and high capacity backhaul. We will continue our consistent level of investment so that Vodafone customers can be assured of a video-standard data service across our footprint in Europe and we can successfully manage the high growth in data volumes anticipated.

 

Operations 2015

As a result of our new approach to consumer and enterprise data product catalogues and pricing, over the next three years we will further simplify our business model both across and within countries, eliminating legacy structures, reducing non customer-facing costs and moving towards more standardised offerings. This will enable us to maximise the benefits of our scale and share commercial, technical and support functions across geographies in Europe, and to speed up and co-ordinate our time to market for new propositions and services. We see a significant opportunity in unifying network and IT management across multiple markets, in further centralising and standardising procurement, and in offshoring more business functions to shared service centres of expertise. We are targeting an absolute reduction in European operating expenses from these and other programmes of £300 million in the 2014 financial year.

 

Outlook and guidance1

 

Overall performance in our controlled operations in the first half of the 2013 financial year has been slightly below our expectations, mainly as a result of a further weakening in the macroeconomic environment. However, this has been offset by a very strong performance by VZW. We expect the environment to be similar in the second half of the 2013 financial year.

 

We now expect adjusted operating profit for the full year to be in the upper half of the range of £11.1 billion to £11.9 billion indicated in May 2012 and free cash flow to be in the lower half of the range of £5.3 billion to £5.8 billion indicated in May 2012. We expect the Group adjusted EBITDA full year margin decline to continue its improving trend year-on-year, excluding the impact of M&A and restructuring costs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

1             See ‘Guidance’ on page 8.

 


 

GROUP FINANCIAL HIGHLIGHTS

 

 

 

 

 

 

Six months ended 30
September

 

 

 

 

 

 

 

 

2012

 

 

2011

 

% change

 

 

Page

 

£m

 

 

£m

 

Reported

 

Organic

 

Financial information1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

30

 

21,780

 

 

23,520

 

(7.4

)

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

30

 

274

 

 

8,999

 

(97.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/profit before taxation 

 

30

 

(492

)

 

8,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss)/profit for the financial period

 

30

 

(1,886

)

 

6,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (loss)/earnings per share (pence)

 

30

 

(4.01p

)

 

13.06p

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

 

22, 46

 

2,516

 

 

2,618

 

(3.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash generated by operations

 

22

 

6,192

 

 

7,069

 

(12.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance reporting1 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

9

 

6,647

 

 

7,532

 

(11.7

)

(2.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

 

 

30.5%

 

 

32.0%

 

(1.5pp

)

(1.0pp

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

9, 48

 

6,170

 

 

6,035

 

2.2

 

8.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted profit attributable to equity shareholders

 

11, 48

 

3,877

 

 

3,962

 

(2.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per share (pence)

 

11, 48

 

7.86p

 

 

7.75p

 

1.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

22

 

2,178

 

 

2,616

 

(16.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net debt

 

22, 23

 

25,964

 

 

26,247

 

(1.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

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

2          See page 43 for “Use of non-GAAP financial information” and page 50 for “Definitions of terms”.

 


 

GUIDANCE

 

Please see page 43 for “Use of non-GAAP financial information”, page 50 for “Definition of terms” and page 51 for “Forward-looking statements”.

 

2013 financial year guidance

 

 

Original guidance
2013 financial year
£bn

 

Updated guidance
2013 financial year
£bn

 

 

 

 

 

 

 

Adjusted operating profit

 

11.1 – 11.9

 

Upper half of the range

 

 

 

 

 

 

 

Free cash flow

 

5.3 – 5.8

 

Lower half of the range

 

 

 

 

 

 

 

 

Assumptions

 

Guidance for the 2013 financial year is based on our current assessment of the global macroeconomic outlook and assumes foreign exchange rates of £1:€1.23 and £1:US$1.62. It excludes the impact of licence and spectrum purchases, income dividends received from VZW, material one-off tax related payments and restructuring costs, and assumes no material change to the current structure of the Group.

 

Actual foreign exchange rates may vary from the foreign exchange rate assumptions used. A 1% change in the euro to sterling exchange rate would impact adjusted operating profit by approximately £40 million and free cash flow by approximately £30 million, and a 1% change in the dollar to sterling exchange rate would impact adjusted operating profit by approximately £50 million.

 


 

CONTENTS

 

 

 

Page

 

Financial results

9

 

Liquidity and capital resources

22

 

Other significant developments

25

 

Regulation

26

 

Legal proceedings

29

 

Unaudited condensed consolidated financial statements

30

 

Use of non-GAAP financial information

43

 

Additional information

46

 

Other information (including forward-looking statements)

50

 

 

 

 

 

FINANCIAL RESULTS

 

Group1 2

 

 

 

Northern
and
Central

 

Southern

 

Africa,
Middle
East

and Asia

 

Non-
Controlled
Interests and
Common

 

 

 

Six months ended 30
September

 

 

 

 

 

 

Europe

 

Europe

 

Pacific

 

Functions3

 

Eliminations

 

2012

 

2011

 

% change

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

Voice revenue

 

4,248

 

2,943

 

4,291

 

 

 

11,482

 

13,360

 

 

 

 

 

Messaging revenue

 

1,440

 

531

 

416

 

 

 

2,387

 

2,672

 

 

 

 

 

Data revenue

 

1,656

 

800

 

780

 

1

 

 

3,237

 

3,062

 

 

 

 

 

Fixed line revenue

 

1,316

 

466

 

199

 

1

 

 

1,982

 

1,802

 

 

 

 

 

Other service revenue

 

391

 

238

 

367

 

146

 

(73

)

1,069

 

998

 

 

 

 

 

Service revenue

 

9,051

 

4,978

 

6,053

 

148

 

(73

)

20,157

 

21,894

 

(7.9

)

(0.4

)

Other revenue

 

606

 

400

 

537

 

80

 

 

1,623

 

1,626

 

 

 

 

 

Revenue

 

9,657

 

5,378

 

6,590

 

228

 

(73

)

21,780

 

23,520

 

(7.4

)

0.2

 

Direct costs

 

(2,477

)

(1,191

)

(1,713

)

(108

)

73

 

(5,416

)

(5,700

)

 

 

 

 

Customer costs

 

(2,189

)

(1,086

)

(1,045

)

3

 

 

(4,317

)

(4,627

)

 

 

 

 

Operating expenses

 

(2,201

)

(1,198

)

(1,836

)

(165

)

 

(5,400

)

(5,661

)

 

 

 

 

Adjusted EBITDA

 

2,790

 

1,903

 

1,996

 

(42

)

 

6,647

 

7,532

 

(11.7

)

(2.9

)

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(46

)

 

(288

)

 

 

(334

)

(464

)

 

 

 

 

Purchased licences

 

(456

)

(66

)

(97

)

 

 

(619

)

(674

)

 

 

 

 

Other

 

(1,184

)

(733

)

(842

)

14

 

 

(2,745

)

(2,880

)

 

 

 

 

Share of result in associates

 

 

1

 

23

 

3,197

 

 

3,221

 

2,521

 

 

 

 

 

Adjusted operating profit

 

1,104

 

1,105

 

792

 

3,169

 

 

6,170

 

6,035

 

2.2

 

8.5

 

Impairment loss

 

 

 

 

 

 

 

 

 

 

 

(5,900

)

(450

)

 

 

 

 

Other income and expense

 

 

 

 

 

 

 

 

 

 

 

4

 

3,414

 

 

 

 

 

Operating profit

 

 

 

 

 

 

 

 

 

 

 

274

 

8,999

 

 

 

 

 

Non-operating income and expense

 

 

 

 

 

 

 

 

 

 

 

1

 

(161

)

 

 

 

 

Net financing costs

 

 

 

 

 

 

 

 

 

 

 

(767

)

(827

)

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

(1,394

)

(1,367

)

 

 

 

 

(Loss)/profit for the financial period

 

 

 

 

 

 

 

 

 

 

 

(1,886

)

6,644

 

 

 

 

 

 

Notes:

1        The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

2        Current period results reflect average foreign exchange rates of £1:€1.25 and £1:US$1.58.

3        Common Functions primarily represent the results of the partner markets and the net result of unallocated central Group costs.

4        Other income and expense for the six months ended 30 September 2011 included a £3,419 million gain on disposal of the Group’s 44% interest in SFR.

 


 

FINANCIAL RESULTS

 

 

Revenue

 

Group revenue was down -7.4% to £21.8 billion, with service revenue of £20.2 billion, a decrease of -0.4%* on an organic basis. Our performance reflects continued strong demand for data services and further growth in emerging markets, offset primarily by challenging macroeconomic conditions in a number of our southern European markets.

 

AMAP service revenue was up by 5.2%*, with a robust performance in India, Vodacom, Qatar, Ghana and Egypt, offset by declines in Australia and New Zealand.

 

In Northern and Central Europe service revenue was up by 1.5%*, reflecting growth in Germany and Turkey, partially offset by declines in the majority of other markets.

 

In Southern Europe service revenue was down by -9.8%* driven by the challenging macroeconomic conditions which continue to have a significant impact on the majority of the region’s markets, particularly Italy and Spain.

 

Profit

 

Group adjusted EBITDA was down -11.7% to £6.6 billion, including an 8.1 percentage point adverse impact from foreign exchange rate movements. On an organic basis adjusted EBITDA was down -2.9%*, driven by a combination of service revenue decline and higher customer investment due to increased smartphone penetration.

 

Adjusted operating profit was up 2.2% to £6.2 billion, driven by an increase in our share of profits from associates and lower depreciation and amortisation charges, partially offset by the reduction in adjusted EBITDA. Our share of profits of VZW grew by 27.4%* to £3.2 billion.

 

Operating profit was down -97.0% to £0.3 billion, driven by an impairment loss of £5.9 billion (2011: £0.5 billion) and a £3.4 billion gain on disposal of the Group’s 44% interest in SFR in the six months ended 30 September 2011.

 

An impairment loss of £5.9 billion was recorded in relation to Vodafone Spain and Vodafone Italy, driven by a combination of lower projected cash flows within business plans and an increase in discount rates, resulting from adverse changes in the macroeconomic environment since March 2012.

 

Net financing costs

 

 

 

Six months ended 30 September

 

 

 

2012

 

 

2011

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

Investment income

 

187

 

 

226

 

Financing costs

 

(954

)

 

(1,053

)

Net financing costs

 

(767

)

 

(827

)

 

 

 

 

 

 

 

Analysed as:

 

 

 

 

 

 

Net financing costs before income from investments

 

(863

)

 

(867

)

Interest income/(charges) arising on settlement of outstanding tax issues

 

32

 

 

(36

)

Income from investments

 

2

 

 

10

 

 

 

(829

)

 

(893

)

Foreign exchange1

 

62

 

 

66

 

 

 

(767

)

 

(827

)

 

Note:

1                  Comprises foreign exchange rate differences reflected in the income statement in relation to certain intercompany balances.

 

Net financing costs before income from investments reduced due to lower mark-to-market losses associated with interest rate fixing and the impact of the Group’s lower average net debt.

 


 

FINANCIAL RESULTS

 

 

 

Taxation

 

The effective tax rate for the six months ended 30 September 2012 was -283.3% compared to 17.1% in the same period last year, with the difference primarily due to the impairment loss in the current financial period and a gain on disposal of investment in the prior financial period, neither of which result in any tax consequences.

 

(Loss)/earnings per share

 

Adjusted earnings per share was 7.86 pence, an increase of 1.4% year-on-year, reflecting a reduction in shares arising from the Group’s share buyback programme partially offset by a higher tax charge. Basic loss per share was -4.01 pence (30 September 2011: earnings per share 13.06 pence), due to the £5.9 billion impairment charge recorded in the current financial period, with the prior financial period also benefiting from the profit on disposal of our 44% interest in SFR, both of which are excluded from adjusted earnings per share.

 

 

 

Six months ended 30 September

 

 

 

 

2012

 

2011

 

 

 

 

£m

 

£m

 

 

 

 

 

 

 

 

(Loss)/profit attributable to equity shareholders

 

 

(1,977

)

6,679

 

 

 

 

 

 

 

 

Pre-tax adjustments:

 

 

 

 

 

 

Impairment loss1

 

 

5,900

 

450

 

Other income and expense2

 

 

(4

)

(3,414

)

Non-operating income and expense

 

 

(1

)

161

 

Investment income and financing costs3

 

 

(62

)

(66

)

 

 

 

5,833

 

(2,869

)

 

 

 

 

 

 

 

Taxation

 

 

14

 

170

 

Non-controlling interests

 

 

7

 

(18

)

Adjusted profit attributable to equity shareholders

 

 

3,877

 

3,962

 

 

 

 

 

 

 

 

 

 

 

Million

 

Million

 

Weighted average number of shares outstanding – basic

 

 

49,310

 

51,132

 

Weighted average number of shares outstanding – diluted

 

 

49,310

 

51,427

 

 

Notes:

1             The impairment charges of £5,900 million and £450 million in the six months ended 30 September 2012 and 2011 respectively did not result in any tax consequences.

2             Other income and expense for the six months ended 30 September 2011 included a £3,419 million gain on disposal of the Group’s 44% interest in SFR.

3             See note 1 in “Net financing costs” on page 10.

 


 

FINANCIAL RESULTS

 

Northern and Central Europe1

 

 

 

Germany

 

UK

 

Other
Northern
and
Central
Europe

 

Eliminations

 

Northern
and
Central
Europe

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

30 September 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,412

 

1,122

 

1,714

 

 

4,248

 

 

 

 

 

Messaging revenue

 

417

 

638

 

385

 

 

1,440

 

 

 

 

 

Data revenue

 

796

 

454

 

406

 

 

1,656

 

 

 

 

 

Fixed line revenue

 

848

 

24

 

451

 

(7

)

1,316

 

 

 

 

 

Other service revenue

 

155

 

173

 

94

 

(31

)

391

 

 

 

 

 

Service revenue

 

3,628

 

2,411

 

3,050

 

(38

)

9,051

 

(2.0

)

1.5

 

Other revenue

 

263

 

181

 

162

 

 

606

 

 

 

 

 

Revenue

 

3,891

 

2,592

 

3,212

 

(38

)

9,657

 

(1.5

)

2.0

 

Direct costs

 

(837

)

(635

)

(1,043

)

38

 

(2,477

)

 

 

 

 

Customer costs

 

(880

)

(812

)

(497

)

 

(2,189

)

 

 

 

 

Operating expenses

 

(804

)

(556

)

(841

)

 

(2,201

)

 

 

 

 

Adjusted EBITDA

 

1,370

 

589

 

831

 

 

2,790

 

(9.0

)

(3.3

)

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

(3

)

(43

)

 

(46

)

 

 

 

 

Purchased licences

 

(241

)

(166

)

(49

)

 

(456

)

 

 

 

 

Other

 

(429

)

(288

)

(467

)

 

(1,184

)

 

 

 

 

Adjusted operating profit

 

700

 

132

 

272

 

 

1,104

 

(19.7

)

(9.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

35.2%

 

22.7%

 

25.9%

 

 

 

28.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,633

 

1,201

 

1,938

 

 

4,772

 

 

 

 

 

Messaging revenue

 

440

 

609

 

435

 

 

1,484

 

 

 

 

 

Data revenue

 

748

 

432

 

330

 

 

1,510

 

 

 

 

 

Fixed line revenue

 

932

 

22

 

114

 

 

1,068

 

 

 

 

 

Other service revenue

 

126

 

212

 

133

 

(65

)

406

 

 

 

 

 

Service revenue

 

3,879

 

2,476

 

2,950

 

(65

)

9,240

 

 

 

 

 

Other revenue

 

223

 

188

 

154

 

 

565

 

 

 

 

 

Revenue

 

4,102

 

2,664

 

3,104

 

(65

)

9,805

 

 

 

 

 

Direct costs

 

(894

)

(753

)

(924

)

65

 

(2,506

)

 

 

 

 

Customer costs

 

(839

)

(760

)

(537

)

 

(2,136

)

 

 

 

 

Operating expenses

 

(817

)

(518

)

(761

)

 

(2,096

)

 

 

 

 

Adjusted EBITDA

 

1,552

 

633

 

882

 

 

3,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

 

(55

)

 

(55

)

 

 

 

 

Purchased licences

 

(274

)

(166

)

(56

)

 

(496

)

 

 

 

 

Other

 

(447

)

(282

)

(414

)

 

(1,143

)

 

 

 

 

Share of result in associates

 

 

 

1

 

 

1

 

 

 

 

 

Adjusted operating profit

 

831

 

185

 

358

 

 

1,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

37.8%

 

23.8%

 

28.4%

 

 

 

31.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates  

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Voice revenue

 

(5.0

)

(6.6

)

(2.9

)

 

 

 

 

 

 

 

 

Messaging revenue

 

4.2

 

4.8

 

(2.9

)

 

 

 

 

 

 

 

 

Data revenue

 

16.9

 

5.1

 

35.1

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

(0.1

)

9.1

 

331.4

 

 

 

 

 

 

 

 

 

Other service revenue

 

35.0

 

(18.4

)

(23.3

)

 

 

 

 

 

 

 

 

Service revenue

 

2.7

 

(2.6

)

13.4

 

 

 

 

 

 

 

 

 

Other revenue

 

29.2

 

(3.7

)

16.3

 

 

 

 

 

 

 

 

 

Revenue

 

4.2

 

(2.7

)

13.6

 

 

 

 

 

 

 

 

 

Direct costs

 

(2.8

)

(15.7

)

(23.6

)

 

 

 

 

 

 

 

 

Customer costs

 

(15.2

)

6.8

 

(1.7

)

 

 

 

 

 

 

 

 

Operating expenses

 

(8.1

)

7.3

 

(21.3

)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

(3.1

)

(7.0

)

3.6

 

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

 

15.1

 

 

 

 

 

 

 

 

 

Purchased licences

 

3.2

 

 

5.6

 

 

 

 

 

 

 

 

 

Other

 

(5.2

)

2.1

 

(24.6

)

 

 

 

 

 

 

 

 

Share of result in associates

 

 

 

(54.7

)

 

 

 

 

 

 

 

 

Adjusted operating profit

 

(7.5

)

(28.6

)

(16.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin movement (pps)

 

(2.6

)

(1.1

)

(2.5

)

 

 

 

 

 

 

 

 

 

Note:

1        The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

 


 

FINANCIAL RESULTS

 

 

Revenue decreased by -1.5% including a 6.9 percentage point impact from adverse foreign exchange rate movements. On an organic basis service revenue increased by 1.5%*, with the growth rate for Q2 being 1.7* percentage points lower than in Q1 primarily due to macroeconomic weakness in some markets and competitive pricing pressures, partially offset by growth in data revenue. Growth in Germany and Turkey was partially offset by declines in most other markets, in particular, the UK and the Netherlands.

 

Adjusted EBITDA declined by -9.0%, including a 7.0 percentage point impact from adverse foreign exchange rate movements. On an organic basis adjusted EBITDA decreased by -3.3%*, resulting from a reduction in service revenue in most markets and higher customer investment due to the increased penetration of smartphones.

 

 

 

Organic

 

Other

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue – Northern and Central Europe

 

2.0

 

3.4

 

(6.9

)

(1.5

)

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Germany

 

3.0

 

(0.3

)

(9.2

)

(6.5

)

UK

 

(2.1

)

(0.5

)

 

(2.6

)

Other Northern and Central Europe

 

3.0

 

10.4

 

(10.0

)

3.4

 

Northern and Central Europe

 

1.5

 

3.3

 

(6.8

)

(2.0

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

Germany

 

(3.4

)

0.3

 

(8.6

)

(11.7

)

UK

 

(7.5

)

0.5

 

 

(7.0

)

Other Northern and Central Europe

 

0.4

 

3.2

 

(9.4

)

(5.8

)

Northern and Central Europe

 

(3.3

)

1.3

 

(7.0

)

(9.0

)

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Germany

 

(8.1

)

0.6

 

(8.3

)

(15.8

)

UK

 

(30.5

)

1.9

 

 

(28.6

)

Other Northern and Central Europe

 

(1.6

)

(14.9

)

(7.5

)

(24.0

)

Northern and Central Europe

 

(9.9

)

(3.0

)

(6.8

)

(19.7

)

 

Germany

 

Service revenue increased by 3.0%* with strong growth in data, wholesale and enterprise revenue more than offsetting the competitive pressures in the market, particularly in consumer prepaid and fixed line. Data revenue grew by 16.9%* driven by higher smartphone penetration and an increase in smartphones sold with a data bundle. Significant customer wins contributed to enterprise revenue growth of 5.7%*. Wholesale revenue grew significantly driven by customer acquisitions supported by the launch of new services by our partners during Q1. New consumer prepaid tariffs were introduced in April 2012 in reaction to continued competitive pressures.

 

The roll out of LTE has continued and we now have 232,000 fixed line substitution customers and 28,000 LTE enabled mobile devices using the service in both rural and urban areas. Approximately 3,700 base stations had been upgraded to LTE at 30 September 2012, providing around 46% household coverage.

 

Adjusted EBITDA declined by -3.4%*, with a -2.9* percentage point decline in adjusted EBITDA margin, as the higher revenue and a one-off benefit from a legal settlement during the second quarter were offset by restructuring costs, and investment in customer acquisition and retention.

 

UK

 

Service revenue decreased by -2.1%* driven by macroeconomic weakness and competitive pressures partially offset by an increase in data revenue and the success of integrated tariffs. Macroeconomic pressures continue to impact consumer confidence adversely and, in turn, reduce out-of-bundle revenue. In addition, there has been significant pressure resulting from competitors introducing a number of new unlimited tariffs during Q4 of the 2012 financial year. In response, new ‘Vodafone Red’ integrated tariffs were launched during the period. Data revenue grew by 5.0%* due to higher smartphone penetration and growth in smartphones sold with a data bundle.

 

Adjusted EBITDA decreased by -7.5%*, with a -1.4* percentage point decline in the adjusted EBITDA margin, due to higher retention costs associated with smartphones, partially offset by interconnect cost reductions driven by lower MTRs.

 


 

FINANCIAL RESULTS

 

 

Other Northern and Central Europe

 

Service revenue increased by 3.0%* as growth in Turkey more than offset declines in the rest of Other Northern and Central Europe. Service revenue in Turkey increased by 18.3%* resulting from continuing expansion of the contract customer base, strong growth in data revenue driven by mobile internet and higher smartphone penetration, strong growth in incoming traffic and an increase in enterprise revenue. In the Netherlands, service revenue declined by -1.9%*, mainly due to the impact of a network outage in April 2012 following a fire in Rotterdam as well as the impact of MTR cuts. CWW contributed £307 million of fixed line revenue since it was acquired on 27 July 20121. We have aligned the accounting policies of CWW to Vodafone policies which has resulted in certain revenue and costs in relation to some CWW contracts, which were accounted for gross, being reported on a net basis. The impact in the period of this policy alignment was a reduction in revenue of approximately £15 million.

 

Adjusted EBITDA grew by 0.4%*, with strong growth in Turkey being offset by declines in other markets. The growth in Turkey was driven by the increase in scale and cost management.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

1        The results of CWW are included within the reported results from the date of acquisition, however, they are excluded from the organic results. See note 4 on page 50 for further information.

 


 

FINANCIAL RESULTS

 

Southern Europe1

 

 

 

Italy

 

Spain

 

Other
Southern
Europe

 

Eliminations

 

Southern
Europe

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

30 September 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,214

 

1,132

 

597

 

 

2,943

 

 

 

 

 

Messaging revenue

 

357

 

99

 

75

 

 

531

 

 

 

 

 

Data revenue

 

349

 

341

 

110

 

 

800

 

 

 

 

 

Fixed line revenue

 

272

 

160

 

34

 

 

466

 

 

 

 

 

Other service revenue

 

78

 

126

 

45

 

(11

)

238

 

 

 

 

 

Service revenue

 

2,270

 

1,858

 

861

 

(11

)

4,978

 

(18.1

)

(9.8

)

Other revenue

 

158

 

109

 

134

 

(1

)

400

 

 

 

 

 

Revenue

 

2,428

 

1,967

 

995

 

(12

)

5,378

 

(17.5

)

(9.1

)

Direct costs

 

(542

)

(429

)

(231

)

11

 

(1,191

)

 

 

 

 

Customer costs

 

(366

)

(555

)

(166

)

1

 

(1,086

)

 

 

 

 

Operating expenses

 

(487

)

(448

)

(263

)

 

(1,198

)

 

 

 

 

Adjusted EBITDA

 

1,033

 

535

 

335

 

 

1,903

 

(23.0

)

(15.1

)

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased licences

 

(50

)

(5

)

(11

)

 

(66

)

 

 

 

 

Other

 

(293

)

(283

)

(157

)

 

(733

)

 

 

 

 

Share of result in associates

 

 

 

1

 

 

1

 

 

 

 

 

Adjusted operating profit

 

690

 

247

 

168

 

 

1,105

 

(29.7

)

(22.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

42.5%

 

27.2%

 

33.7%

 

 

 

35.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,595

 

1,560

 

725

 

 

3,880

 

 

 

 

 

Messaging revenue

 

443

 

156

 

85

 

 

684

 

 

 

 

 

Data revenue

 

354

 

310

 

112

 

 

776

 

 

 

 

 

Fixed line revenue

 

317

 

165

 

38

 

 

520

 

 

 

 

 

Other service revenue

 

74

 

112

 

51

 

(16

)

221

 

 

 

 

 

Service revenue

 

2,783

 

2,303

 

1,011

 

(16

)

6,081

 

 

 

 

 

Other revenue

 

122

 

208

 

105

 

(1

)

434

 

 

 

 

 

Revenue

 

2,905

 

2,511

 

1,116

 

(17

)

6,515

 

 

 

 

 

Direct costs

 

(664

)

(527

)

(223

)

16

 

(1,398

)

 

 

 

 

Customer costs

 

(328

)

(815

)

(181

)

1

 

(1,323

)

 

 

 

 

Operating expenses

 

(551

)

(488

)

(282

)

 

(1,321

)

 

 

 

 

Adjusted EBITDA

 

1,362

 

681

 

430

 

 

2,473

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased licences

 

(54

)

(4

)

(18

)

 

(76

)

 

 

 

 

Other

 

(332

)

(316

)

(177

)

 

(825

)

 

 

 

 

Adjusted operating profit

 

976

 

361

 

235

 

 

1,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

46.9%

 

27.1%

 

38.5%

 

 

 

38.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates  

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Voice revenue

 

(16.5

)

(20.2

)

(9.9

)

 

 

 

 

 

 

 

 

Messaging revenue

 

(11.4

)

(30.5

)

(2.5

)

 

 

 

 

 

 

 

 

Data revenue

 

8.3

 

20.6

 

9.0

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

(5.6

)

6.5

 

(3.2

)

 

 

 

 

 

 

 

 

Other service revenue

 

16.4

 

23.5

 

(4.0

)

 

 

 

 

 

 

 

 

Service revenue

 

(10.4

)

(11.4

)

(6.6

)

 

 

 

 

 

 

 

 

Other revenue

 

41.5

 

(42.3

)

41.5

 

 

 

 

 

 

 

 

 

Revenue

 

(8.2

)

(13.9

)

(2.1

)

 

 

 

 

 

 

 

 

Direct costs

 

10.5

 

10.8

 

(14.3

)

 

 

 

 

 

 

 

 

Customer costs

 

(22.7

)

25.1

 

(0.7

)

 

 

 

 

 

 

 

 

Operating expenses

 

2.9

 

(0.9

)

(2.0

)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

(16.7

)

(13.7

)

(14.6

)

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased licences

 

(1.4

)

(47.0

)

32.2

 

 

 

 

 

 

 

 

 

Other

 

3.1

 

1.5

 

3.7

 

 

 

 

 

 

 

 

 

Share of result in associates

 

 

 

375.8

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

(22.3

)

(25.0

)

(21.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin movement (pps)

 

(4.3

)

0.1

 

(4.9

)

 

 

 

 

 

 

 

 

 

Note:

1        The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

 


 

FINANCIAL RESULTS

 

 

Revenue decreased by -17.5% including an 8.2 percentage point impact from adverse foreign exchange rate movements. On an organic basis service revenue declined by -9.8%* primarily due to the impact of MTR cuts, competitive pricing pressures and continued macroeconomic weakness, partially offset by growth in data revenue. Revenue declined in all of the major markets in the region.

 

Adjusted EBITDA declined by -23.0%, including a 7.5 percentage point impact from adverse foreign exchange rate movements. On an organic basis adjusted EBITDA decreased by -15.1%*, resulting from the reduction in service revenue in most markets.

 

 

 

Organic

 

Other

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue – Southern Europe

 

(9.1

)

(0.2

)

(8.2

)

(17.5

)

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

Italy

 

(10.2

)

(0.2

)

(8.0

)

(18.4

)

Spain

 

(11.0

)

(0.4

)

(7.9

)

(19.3

)

Other Southern Europe

 

(6.0

)

(0.6

)

(8.2

)

(14.8

)

Southern Europe

 

(9.8

)

(0.3

)

(8.0

)

(18.1

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

Italy

 

(16.6

)

(0.1

)

(7.5

)

(24.2

)

Spain

 

(12.7

)

(1.0

)

(7.7

)

(21.4

)

Other Southern Europe

 

(13.8

)

(0.8

)

(7.5

)

(22.1

)

Southern Europe

 

(15.1

)

(0.4

)

(7.5

)

(23.0

)

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

Italy

 

(22.2

)

(0.1

)

(7.0

)

(29.3

)

Spain

 

(23.3

)

(1.7

)

(6.6

)

(31.6

)

Other Southern Europe

 

(19.9

)

(1.3

)

(7.3

)

(28.5

)

Southern Europe

 

(22.1

)

(0.6

)

(7.0

)

(29.7

)

 

Italy

 

Service revenue declined by -10.2%* as a result of intense competition and customers reducing or optimising their spend on tariffs due to the weak macroeconomic environment, as well as the impact of an MTR cut effective 1 July 2012. Data revenue grew by 8.3%* resulting from higher smartphone penetration and integrated tariffs which were refreshed in June 2012. Enterprise revenue declined due to the impact of the macroeconomic environment, although Vodafone One Net continued to perform well. Fixed line revenue, declined by -5.6%*, mainly due to a reduction in the non-ULL customer base.

 

Adjusted EBITDA decreased by -16.6%*, and adjusted EBITDA margin declined by -4.4* percentage points, resulting from a reduction in service revenue and investment in mobile customer acquisition and retention, partially offset by operating cost efficiencies such as site sharing agreements and the outsourcing of network maintenance.

 

Spain

 

Service revenue declined by -11.0%* impacted by macroeconomic weakness and high unemployment, which has dented consumer confidence. Customers have continued to reduce or optimise their spend on tariffs. Data revenue grew strongly by 20.6%*, benefiting from increased smartphone penetration and integrated tariffs. Fixed line revenue grew by 6.5%*, primarily driven by broadband and fixed wholesale agreements. Following the reduction of certain handset subsidies during Q1, we reintroduced subsidies on a promotional basis during Q2, albeit at a lower level than last year.

 

Adjusted EBITDA declined by -12.7%* due to the reduction in service revenue. Adjusted EBITDA margin improved by 0.3* percentage points primarily due to customer cost efficiencies.

 

Other Southern Europe

 

Service revenue decreased by -6.0%* as growth in Albania and Malta was more than offset by declines in Greece and Portugal. Service revenue in Greece declined by -9.6%*, driven by the challenging macroeconomic environment and the impact of an MTR cut effective in August 2012. In Portugal service revenue declined by -7.2%*, driven by the macroeconomic environment, price competition and a reduction in MTRs.

 

Adjusted EBITDA declined by -13.8%*, primarily driven by service revenue declines in Greece and Portugal partially offset by operating cost efficiencies.

 


 

FINANCIAL RESULTS

 

Africa, Middle East and Asia Pacific

 

 

 

India

 

Vodacom

 

Other
Africa,
Middle East
and
Asia Pacific

 

Eliminations

 

Africa,
Middle East
and
Asia Pacific

 

% change

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£

 

Organic

 

30 September 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,582

 

1,580

 

1,129

 

 

4,291

 

 

 

 

 

Messaging revenue

 

74

 

133

 

209

 

 

416

 

 

 

 

 

Data revenue

 

168

 

364

 

248

 

 

780

 

 

 

 

 

Fixed line revenue

 

9

 

91

 

99

 

 

199

 

 

 

 

 

Other service revenue

 

186

 

122

 

60

 

(1

)

367

 

 

 

 

 

Service revenue

 

2,019

 

2,290

 

1,745

 

(1

)

6,053

 

(5.1

)

5.2

 

Other revenue

 

19

 

367

 

151

 

 

537

 

 

 

 

 

Revenue

 

2,038

 

2,657

 

1,896

 

(1

)

6,590

 

(4.6

)

5.6

 

Direct costs

 

(618

)

(505

)

(591

)

1

 

(1,713

)

 

 

 

 

Customer costs

 

(102

)

(661

)

(282

)

 

(1,045

)

 

 

 

 

Operating expenses

 

(741

)

(552

)

(543

)

 

(1,836

)

 

 

 

 

Adjusted EBITDA

 

577

 

939

 

480

 

 

1,996

 

(0.2

)

10.6

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(146

)

(123

)

(19

)

 

(288

)

 

 

 

 

Purchased licences

 

(37

)

(1

)

(59

)

 

(97

)

 

 

 

 

Other

 

(310

)

(234

)

(298

)

 

(842

)

 

 

 

 

Share of result in associates

 

 

 

23

 

 

23

 

 

 

 

 

Adjusted operating profit

 

84

 

581

 

127

 

 

792

 

28.2

 

40.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

28.3%

 

35.3%

 

25.3%

 

 

 

30.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 September 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voice revenue

 

1,621

 

1,740

 

1,200

 

 

4,561

 

 

 

 

 

Messaging revenue

 

107

 

147

 

220

 

 

474

 

 

 

 

 

Data revenue

 

176

 

348

 

233

 

 

757

 

 

 

 

 

Fixed line revenue

 

6

 

108

 

99

 

 

213

 

 

 

 

 

Other service revenue

 

185

 

117

 

69

 

 

371

 

 

 

 

 

Service revenue

 

2,095

 

2,460

 

1,821

 

 

6,376

 

 

 

 

 

Other revenue

 

22

 

354

 

156

 

 

532

 

 

 

 

 

Revenue

 

2,117

 

2,814

 

1,977

 

 

6,908

 

 

 

 

 

Direct costs

 

(629

)

(569

)

(601

)

 

(1,799

)

 

 

 

 

Customer costs

 

(113

)

(697

)

(326

)

 

(1,136

)

 

 

 

 

Operating expenses

 

(840

)

(614

)

(518

)

 

(1,972

)

 

 

 

 

Adjusted EBITDA

 

535

 

934

 

532

 

 

2,001

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

(172

)

(209

)

(25

)

 

(406

)

 

 

 

 

Purchased licences

 

(44

)

(1

)

(56

)

 

(101

)

 

 

 

 

Other

 

(328

)

(254

)

(305

)

 

(887

)

 

 

 

 

Share of result in associates

 

 

 

11

 

 

11

 

 

 

 

 

Adjusted operating (loss)/profit

 

(9

)

470

 

157

 

 

618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

25.3%

 

33.2%

 

26.9%

 

 

 

29.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change at constant exchange rates

 

%

 

%

 

%

 

 

 

 

 

 

 

 

 

Voice revenue

 

14.9

 

2.3

 

(5.2

)

 

 

 

 

 

 

 

 

Messaging revenue

 

(18.6

)

3.0

 

(4.9

)

 

 

 

 

 

 

 

 

Data revenue

 

12.4

 

19.1

 

7.0

 

 

 

 

 

 

 

 

 

Fixed line revenue

 

79.3

 

(19.0

)

6.0

 

 

 

 

 

 

 

 

 

Other service revenue

 

18.5

 

14.1

 

(14.0

)

 

 

 

 

 

 

 

 

Service revenue

 

13.5

 

4.2

 

(3.4

)

 

 

 

 

 

 

 

 

Other revenue

 

3.2

 

17.9

 

(3.3

)

 

 

 

 

 

 

 

 

Revenue

 

13.4

 

5.9

 

(3.4

)

 

 

 

 

 

 

 

 

Direct costs

 

(15.5

)

3.9

 

0.5

 

 

 

 

 

 

 

 

 

Customer costs

 

(7.0

)

(8.5

)

13.2

 

 

 

 

 

 

 

 

 

Operating expenses

 

(3.9

)

0.4

 

(6.7

)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

27.1

 

14.5

 

(10.2

)

 

 

 

 

 

 

 

 

Depreciation and amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired intangibles

 

 

32.5

 

19.3

 

 

 

 

 

 

 

 

 

Purchased licences

 

(0.8

)

(19.7

)

(2.7

)

 

 

 

 

 

 

 

 

Other

 

(11.2

)

(1.9

)

0.7

 

 

 

 

 

 

 

 

 

Share of result in associates

 

 

 

91.5

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

NM

1

42.6

 

(23.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin movement (pps)

 

3.0

 

2.6

 

(1.9

)

 

 

 

 

 

 

 

 

 

Note:

1            Percentage movement is considered “not meaningful” due to the change from an adjusted operating loss to an adjusted operating profit.

 


 

FINANCIAL RESULTS

 

 

Revenue declined by -4.6% including a 9.7 percentage point adverse impact from foreign exchange rate movements, particularly the Indian rupee and the South African rand. On an organic basis service revenue grew by 5.2%* driven by customer and data revenue growth, partially offset by the impact of MTR reductions and competitive pressures. Growth was led by strong performances in India, Vodacom, Egypt, Ghana and Qatar, offset by service revenue declines in Australia and New Zealand.

 

Adjusted EBITDA declined by -0.2% after a 10.6 percentage point adverse impact from foreign exchange rate movements. On an organic basis, adjusted EBITDA grew by 10.6%* driven primarily by strong growth in India, Vodacom and Egypt as well as improved contributions from Ghana and Qatar, offset in part by declines in Australia and New Zealand.

 

 

 

Organic

 

Other

 

Foreign

 

Reported

 

 

 

change

 

activity

 

exchange

 

change

 

 

 

%

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenue – AMAP

 

5.6

 

(0.5

)

(9.7

)

(4.6

)

 

 

 

 

 

 

 

 

 

 

Service revenue

 

 

 

 

 

 

 

 

 

India

 

13.5

 

 

(17.1

)

(3.6

)

Vodacom

 

5.4

 

(1.2

)

(11.1

)

(6.9

)

Other Africa, Middle East and Asia Pacific

 

(3.3

)

(0.1

)

(0.8

)

(4.2

)

AMAP

 

5.2

 

(0.5

)

(9.8

)

(5.1

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

India

 

27.2

 

(0.1

)

(19.2

)

7.9

 

Vodacom

 

14.8

 

(0.3

)

(14.0

)

0.5

 

Other Africa, Middle East and Asia Pacific

 

(10.2

)

 

0.4

 

(9.8

)

AMAP

 

10.6

 

(0.2

)

(10.6

)

(0.2

)

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 

 

 

 

India

 

NM1

 

NM1

 

NM1

 

NM1

 

Vodacom

 

42.9

 

(0.3

)

(19.0

)

23.6

 

Other Africa, Middle East and Asia Pacific

 

(23.0

)

(0.2

)

4.1

 

(19.1

)

AMAP

 

40.5

 

(0.3

)

(12.0

)

28.2

 

 

Note:

1                  Percentage movement is considered “not meaningful” due to the change from an adjusted operating loss to an adjusted operating profit.

 

India

 

Service revenue grew by 13.5%* driven by a 5.3% increase in the closing customer base, strong growth in incoming and outgoing mobile voice minutes and 2.0%* growth in the effective outgoing rate per minute. Growth in Q2 was 5.2* percentage points lower than the previous quarter. Customer growth in Q2 slowed as customer acquisition costs were reduced, lowering the level of multiple SIM activation, which had a positive effect on margin. At the same time, the anniversary of the introduction of SMS termination fees in Q2 of the prior financial year has also impacted second quarter growth.

 

For H1 as a whole, growth was impacted by the introduction of new regulations on the charging of access fees, and the marketing of integrated tariffs and value-added services. There was also a lower rate of growth at Indus Towers following a slow down in tenancies from new entrants and a change in the pricing structure for some existing customers. Data revenue growth of 12.4%* was suppressed by the regulatory impact on marketing integrated tariffs and value-added services. At 30 September 2012 active data customers totalled 32.0 million including approximately 2.1 million 3G data customers.

 

Adjusted EBITDA grew by 27.2%*, with a 3.0* percentage point increase in adjusted EBITDA margin, driven by the increase in revenue, increased operating cost efficiency and the impact of lower customer acquisition costs, partially offset by increased interconnection costs.

 


 

FINANCIAL RESULTS

 

 

Vodacom

 

Service revenue grew by 5.4%* mainly driven by growth in Tanzania, the Democratic Republic of Congo (‘DRC’) and Mozambique. In South Africa, service revenue increased by 1.3%* primarily due to growth in data revenue and the success of prepaid promotions. Data revenue in South Africa grew by 13.5%*, with higher smartphone penetration and data bundles offsetting continued pricing pressure. On 10 October 2012 Vodacom announced the commercial launch of South Africa’s first LTE network, with 500 LTE sites planned to be operational by 31 March 2013.

 

Vodacom’s mobile operations outside South Africa delivered strong service revenue growth of 34.1%*1, driven by a larger customer base and stable pricing. During Q2, Vodacom DRC became the first operator to launch 3G services in the DRC. M-Pesa continues to perform well in Tanzania with approximately 4.2 million active users.

 

Adjusted EBITDA increased by 14.8%*, with a 2.5* percentage point increase in adjusted EBITDA margin, driven by service revenue growth, continued focus on operating cost efficiencies and stable customer acquisition costs as a percentage of revenue.

 

Other AMAP

 

Organic service revenue decreased by -3.3%* with growth in Egypt, Ghana and Qatar more than offset by revenue declines in Australia and New Zealand. In Australia service revenue declined by -14.8%* as a result of the continued weakness in brand perception and MTR cuts. In Egypt service revenue increased by 4.0%* driven by an 8.4% increase in the closing customer base, strong data revenue growth of 31.0%* and fixed line revenue growth of 22.7%*. In Qatar service revenue grew by 24.8%*, due to growth in the closing customer base of 15.1% and revised data pricing driving data revenue growth of 226.6%*. In Ghana, continued strong growth in the customer base and the success of promotional offers led to service revenue growth of 20.8%*.

 

Adjusted EBITDA declined by -10.2%*, with a -2.0* percentage points decrease in adjusted EBITDA margin, driven by the service revenue decline in Australia and New Zealand, partially offset by growth in Egypt, Qatar and Ghana.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

1                        Excludes Vodacom Business Africa.

 


 

FINANCIAL RESULTS

 

 

Non-Controlled Interests

 

Verizon Wireless1 2

 

 

Six months ended 30 September

 

 

 

 

 

 

 

 

2012

 

 

2011

 

 

% change

 

 

 

£m

 

 

£m

 

 

£

 

 

Organic

 

Service revenue

 

9,671

 

 

8,741

 

 

10.6

 

 

8.0

 

Revenue

 

10,703

 

 

9,728

 

 

10.0

 

 

7.4

 

Adjusted EBITDA

 

4,493

 

 

3,848

 

 

16.8

 

 

14.0

 

Interest

 

(13

)

 

(108

)

 

(88.0

)

 

 

 

Tax

 

(62

)

 

(141

)

 

(56.0

)

 

 

 

Group’s share of result in VZW

 

3,197

 

 

2,451

 

 

30.4

 

 

27.4

 

KPIs (100% basis)

 

 

 

 

 

 

 

 

 

 

 

 

Retail connections (‘000)

 

95,899

 

 

90,708

 

 

 

 

 

 

 

Average monthly ARPA (US$)

 

146.0

 

 

136.5

 

 

 

 

 

 

 

Retail churn

 

13.7%

 

 

14.8%

 

 

 

 

 

 

 

 

In the United States, VZW reported 2.9 million net mobile retail connection additions in the six month period, bringing its closing mobile retail connection base to 95.9 million, up 5.7%.

 

Service revenue growth of 8.0%* continues to be driven by the expanding connections base and increased penetration of high-value smartphones. More than 13% of VZW’s retail postpaid base are now on “Share Everything” plans that were introduced in June 2012.

 

Adjusted EBITDA margin remained strong despite the competitive challenges and macroeconomic environment. Efficiencies in operating expenses and lower direct costs as a percentage of service revenue have been partly offset by a higher level of acquisition and retention costs reflecting the increased demand for high-value smartphones.

 

VZW’s 4G LTE service is now available to more than 250 million people in 419 markets across the United States, carrying over 35% of its total data traffic.

 

VZW’s net debt at 30 September 2012 totalled US$1.9 billion5 (31 March 2012: net debt US$6.4 billion5). During H1 VZW completed the acquisition of certain spectrum licences for US$3.7 billion (net), which will be used to provide additional LTE capacity.

 

 

Notes:

 

1           All amounts represent the Group’s share based on its 45% equity interest, unless otherwise stated.

2           The Group’s share of the tax attributable to VZW relates only to the corporate entities held by the VZW partnership and certain US 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           The definition of “connections” reported by VZW is the same as “customers” as reported by Vodafone.

4           Average revenue per account.

5           Net debt excludes pending credit card receipts. Comparatives are presented on a comparable basis.

 


 

FINANCIAL POSITION

 

 

Statement of financial position

 

Non-current assets decreased from £119.6 billion at 31 March 2012 to £112.3 billion at 30 September 2012. The decrease of £7.4 billion in goodwill primarily results from a £5.9 billion impairment loss in relation to Vodafone Italy and Vodafone Spain and unfavourable foreign exchange rate movements. The decrease of £1.3 billion in other intangible assets was driven by a combination of amortisation charges during the period and unfavourable foreign exchange rate movements. This was partially offset by a £1.7 billion increase in investments in associates resulting primarily from the Group’s share of profit’s of VZW.

 

Current assets decreased from £20.0 billion at 31 March 2012 to £18.6 billion at 30 September 2012 primarily due to a decrease in cash and cash equivalents of £2.8 billion as analysed in the consolidated statement of cash flows partially offset by a £2.0 billion investment in a managed investment fund.

 

Non-current liabilities decreased from £37.3 billion at 31 March 2012 to £35.3 billion at 30 September 2012 primarily due to a decrease in long-term borrowings of £1.5 billion and a decrease in trade and other payables of £0.6 billion. Current liabilities increased from £24.0 billion at 31 March 2012 to £25.2 billion at 30 September 2012 primarily due to a £2.4 billion increase in short-term borrowings partially offset by a £1.4 billion decline in trade and other payables.

 

Equity shareholders’ funds

 

Total equity shareholders’ funds decreased by £7.5 billion to £69.4 billion at 30 September 2012 as retained losses increased to £89.6 billion due to the loss for the period of £2.0 billion and equity dividends of £3.2 billion. Other comprehensive loss for the period was £2.5 billion primarily due to adverse foreign exchange rate differences on translation.

 

Inflation

 

Inflation has not had a significant effect on the Group’s consolidated results of operations and financial condition during the six months ended 30 September 2012.

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

 

Cash flows and funding

 

 

 

Six months ended 30 September

 

 

 

 

 

 

 

2012

 

2012

 

 

2011

 

2011

 

 

 

 

 

 

£m

 

£m

 

 

£m

 

£m

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

6,647

 

 

 

 

7,532

 

(11.7

)

Working capital

 

 

 

 

(533

)

 

 

 

(533

)

 

 

Other

 

 

 

 

78

 

 

 

 

70

 

 

 

Cash generated by operations

 

 

 

 

6,192

 

 

 

 

7,069

 

(12.4

)

Cash capital expenditure1

 

 

 

 

(3,017

)

 

 

 

(3,349

)

 

 

Capital expenditure

 

 

(2,516

)

 

 

 

(2,618

)

 

 

 

 

Working capital movement in respect of capital expenditure

 

 

(501

)

 

 

 

(731

)

 

 

 

 

Disposal of property, plant and equipment

 

 

 

 

54

 

 

 

 

42

 

 

 

Operating free cash flow

 

 

 

 

3,229

 

 

 

 

3,762

 

(14.2

)

Taxation

 

 

 

 

(1,291

)

 

 

 

(1,043

)

 

 

Dividends received from associates and investments2

 

 

 

 

1,119

 

 

 

 

735

 

 

 

Dividends paid to non-controlling shareholders in subsidiaries

 

 

 

 

(247

)

 

 

 

(199

)

 

 

Interest received and paid

 

 

 

 

(632

)

 

 

 

(639

)

 

 

Free cash flow

 

 

 

 

2,178

 

 

 

 

2,616

 

(16.7

)

Tax settlement

 

 

 

 

(100

)

 

 

 

(100

)

 

 

Licence and spectrum payments

 

 

 

 

(346

)

 

 

 

(264

)

 

 

Acquisitions and disposals3

 

 

 

 

(1,297

)

 

 

 

6,674

 

 

 

Equity dividends paid

 

 

 

 

(3,193

)

 

 

 

(3,102

)

 

 

Purchase of treasury shares

 

 

 

 

(1,126

)

 

 

 

(1,813

)

 

 

Foreign exchange

 

 

 

 

909

 

 

 

 

135

 

 

 

Other4

 

 

 

 

1,436

 

 

 

 

(535

)

 

 

Net debt (increase)/decrease

 

 

 

 

(1,539

)

 

 

 

3,611

 

 

 

Opening net debt

 

 

 

 

(24,425

)

 

 

 

(29,858

)

 

 

Closing net debt

 

 

 

 

(25,964

)

 

 

 

(26,247

)

(1.1

)

 

Notes:

 

1                  Cash capital expenditure comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments, during the period.

 

2                  Dividends received from associates and investments for the six months ended 30 September 2012 includes £1,114 million (2011: £554 million) tax distribution from the Group’s 45% interest in VZW. In the six months ended 30 September 2011 a final dividend of £178 million was received from SFR prior to the completion of the disposal of the Group’s 44% interest.

 

3                  Acquisitions and disposals for the six months ended 30 September 2012 primarily included the £1,050 million payment in relation to the acquisition of the entire share capital of CWW and £243 million in respect of convertible bonds acquired as part of the CWW acquisition. The six months ended 30 September 2011 primarily included £6,805 million proceeds from the sale of the Group’s 44% interest in SFR and excluded the £2,588 million payment in relation to the purchase of non-controlling interests in Vodafone India.

 

4                  Other for the six months ended 30 September 2012 primarily included the remaining £1,499 million consideration from the disposal of our SoftBank Mobile Corp. interests in November 2010. The six months ended 30 September 2011 primarily included £2,301 million movement in the written put options in relation to India offset by the £2,588 million payment in relation to the purchase of non-controlling interests in Vodafone India.

 

Cash generated by operations decreased by -12.4% to £6.2 billion, primarily driven by lower adjusted EBITDA.

 

Free cash flow decreased by -16.7% to £2.2 billion primarily due to lower adjusted EBITDA and higher payments for taxation, partially offset by lower cash capital expenditure, working capital movements and higher dividends received from associates and investments.

 

Cash capital expenditure decreased by -£0.3 billion primarily driven by working capital movements.

 

Payments for taxation increased by 23.8% to £1.3 billion primarily due to reduced accelerated depreciation benefits in the United States.

 

Dividends received from associates and investments increased by £0.4 billion due to the receipt of higher tax distributions from VZW to cover the higher tax liabilities in the United States, partially offset by the loss of dividend following the disposal of our 44% interest in SFR in June 2011. Net interest payments were stable at £0.6 billion.

 


 

LIQUIDITY AND CAPITAL RESOURCES

 

 

Analysis of net debt:

 

 

30 September

 

 

31 March

 

 

 

 

2012

 

 

2012

 

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

4,293

 

 

7,138

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

 

 

 

 

 

 

Bonds

 

 

(1,865

)

 

(1,289

)

Commercial paper1

 

 

(1,741

)

 

(2,272

)

Put options over non-controlling interests

 

 

(838

)

 

 

Bank loans

 

 

(1,752

)

 

(1,635

)

Other short-term borrowings2

 

 

(2,436

)

 

(1,062

)

 

 

 

(8,632

)

 

(6,258

)

 

 

 

 

 

 

 

 

Long-term borrowings

 

 

 

 

 

 

 

Put options over non-controlling interests

 

 

(75

)

 

(840

)

Bonds, loans and other long-term borrowings

 

 

(26,808

)

 

(27,522

)

 

 

 

(26,883

)

 

(28,362

)

 

 

 

 

 

 

 

 

Other financial instruments3

 

 

5,258

 

 

3,057

 

Net debt

 

 

(25,964

)

 

(24,425

)

 

Notes:

 

1           At 30 September 2012 US$1,641 million was drawn under the US commercial paper programme; €581 million, £10 million, ¥4,981 million and US$343 million were drawn under the euro commercial paper programme.

 

2           At 30 September 2012 the amount includes £1,298 million (31 March 2012: £980 million) in relation to cash received under collateral support agreements.

 

3           Comprises i) mark-to-market adjustments on derivative financial instruments which are included as a component of trade and other receivables (30 September 2012: £2,632 million; 31 March 2012: £2,959 million) and trade and other payables (30 September 2012: £337 million; 31 March 2012: £889 million); and ii) short-term investments primarily in index linked government bonds and a managed investment fund included as a component of other investments (30 September 2012: £2,963 million; 31 March 2012: £987 million).

 

Net debt increased by £1.5 billion to £26.0 billion, primarily due to the acquisition of the entire share capital of CWW, equity dividend payments, share buybacks and the lower cash generated by operations partially offset by the receipt of the remaining consideration from the disposal of the Group’s SoftBank Mobile Corp. interests in November 2010.

 

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

 

 

 

 

 

30 September

 

 

 

 

 

2012

 

 

 

Maturity

 

£m

 

US$4.2 billion committed revolving credit facility provided by 30 banks1 2

 

March 2017

 

2,628

 

€4.2 billion committed revolving credit facility provided by 31 banks1

 

July 2015

 

3,372

 

Other committed credit facilities

 

Various

 

996

 

Undrawn committed facilities

 

 

 

6,996

 

 

Notes:

 

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

 

2           US$155 million of this facility matures March 2016.

 

The Group’s £1,741 million of commercial paper maturing within one year is covered 4.0 times by the £6,996 million 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 registration programme which are used to meet medium- to long-term funding requirements. At 30 September 2012 the total amounts in issue under these programmes split by currency were US$15.2 billion, £2.5 billion, €8.9 billion and £0.2 billion sterling equivalent of other currencies.


 

LIQUIDITY AND CAPITAL RESOURCES

 

 

At 30 September 2012 the Group had bonds outstanding with a nominal value of £19.1 billion (31 March 2012: £18.3 billion). In the six months ended 30 September 2012 the following bonds were issued:

 

Date issued

 

Maturity

 

Currency

 

Amount
million

 

Sterling
equivalent
million

 

Programme

 

 

 

 

 

 

 

 

 

 

 

26 September 2012

 

26 September 2017

 

US$

 

1,000

 

619

 

US shelf

26 September 2012

 

26 September 2022

 

US$

 

1,000

 

619

 

US shelf

 

 

Dividends

 

In May 2010 the directors issued a dividend per share growth target 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 per share of 3.27 pence, representing a 7.2% increase over the prior financial year’s interim dividend.

 

The ex-dividend date for the interim dividend is 21 November 2012 for ordinary shareholders, the record date is 23 November 2012 and the dividend is payable on 6 February 2013. 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 the Company’s Registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.

 

Share buyback programmes

 

Following the disposal of the Group’s entire 44% interest in SFR to Vivendi on 16 June 2011, the Group initiated a £4.0 billion share buyback programme which was completed on 6 August 2012. Details of the shares purchased since 31 March 2012, including those purchased under irrevocable instructions, are shown below:

 

 

 

Number of shares
purchased
1

 

Average price paid
per share inclusive
of transaction costs

 

Total number of
shares purchased
under publicly
announced share
buyback
programme
2

 

Maximum value of
shares that may yet
be purchased under
the programme
3

 

Date of share purchase

 

 

 

Pence

 

 

 

£m

 

April 2012

 

149,800,000

 

1.73

 

1,857,499,938

 

836

 

May 2012

 

157,800,000

 

1.71

 

2,015,299,938

 

566

 

June 2012

 

144,100,000

 

1.76

 

2,159,399,938

 

313

 

July 2012

 

137,400,000

 

1.82

 

2,296,799,938

 

63

 

August 2012

 

33,239,637

 

1.89

 

2,330,039,575

 

 

Total

 

 

 

1.72

 

2,330,039,5754

 

 

 

 

Notes:

 

1    The nominal value of shares purchased is 113/7 US cents each.

 

2    No shares were purchased outside the publicly announced share buyback programme.

 

3    In accordance with authorities granted by shareholders in general meeting.

 

4    The total number of shares purchased represents 4.7% of our issued share capital, excluding treasury shares, at 12 November 2012.

 

 

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.

 

Details of the option agreements in relation to India and the United States are available on page 59 of the Group’s annual report for the year ended 31 March 2012.

 


 

OTHER SIGNIFICANT DEVELOPMENTS

 

 

Indian tax

 

In January 2012 the Indian Supreme Court handed down its judgment, holding that Vodafone International Holdings BV’s (‘VIHBV’) interpretation of the Income Tax Act 1961 was correct, that the Hutchison Telecommunications International Limited group (‘HTIL’) transaction in 2007 was not taxable in India, and that, consequently, VIHBV had no obligation to withhold tax from consideration paid to HTIL in respect of the transaction. The Indian Supreme Court quashed the relevant notices and demands issued to VIHBV in respect of withholding tax and interest. On 20 March 2012 the Indian government returned VIHBV’s deposit of INR 25 billion (£356 million) and released the guarantee for INR 85 billion (£1.2 billion), which was based on the demand for payment issued by the Indian tax authority in October 2010 for tax of INR 79 billion (£0.9 billion) plus interest.

 

On 16 March 2012 the Indian government introduced proposed legislation (Finance Bill 2012) purporting to overturn the Indian Supreme Court judgment in VIHBV’s favour with retrospective effect back to 1962.

 

On 17 April 2012 VIHBV filed a trigger notice under the Dutch-India Bilateral Investment Treaty (‘BIT’) signalling its intent to invoke arbitration under the BIT should the new laws be enacted.

 

The Finance Bill 2012 received Presidential assent and became law on 28 May 2012 (Finance Act 2012). The legislation is intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as VIHBV’s transaction with HTIL in 2007. Further it seeks to subject a purchaser, such as VIHBV, to a retrospective obligation to withholding tax.

 

The Indian Government has commissioned a committee of experts (Shome committee) consisting of academics, and current and former Indian government officials to examine, and make recommendations in respect of, aspects of the Finance Act 2012 including the retrospective taxation of transactions such as VIHBV’s transaction with HTIL referred to above. On 10 October 2012 the Shome committee published its draft report for comment. The draft report concluded that tax legislation in the Finance Act 2012 should only be applied prospectively or, if applied retrospectively, that only a seller who made a gain should be liable and in that case without any liability for interest or penalties. The Shome committee’s final report was submitted to the Government of India on 31 October 2012, but neither the final report nor any indication of how the Government of India intends to respond has yet been made public.

 

No further demand for taxation has been received by VIHBV to date and the separate proceedings taken against VIHBV to seek to treat it as an agent of HTIL in respect of its alleged tax on the same transaction, as well as penalties of up to 100% of the assessed withholding tax for the alleged failure to have withheld such taxes, remain pending despite the issue having been ruled upon by the Indian Supreme Court.

 

Should further demand for taxation be received by VIHBV or any member of the Group as a result of the new retrospective legislation, the Group believes it is probable that it will be able to make a successful claim under the BIT, which will not result in an outflow of economic benefits from the Group.

 

The Group did not carry a provision for the litigation or in respect of the retrospective legislation at 30 September 2012 or at previous reporting dates.

 

Additional details on this matter are available under “Legal proceedings” on page 138 of the Group’s annual report for the year ended 31 March 2012.

 


 

REGULATION

 

 

Introduction

 

Our operating companies are generally subject to regulation governing the operation of their business activities. Such regulation typically takes the form of industry specific law and regulation covering telecommunications services and general competition (antitrust) law applicable to all activities.

 

The following section describes the regulatory frameworks and the key regulatory developments, at the global and regional level and in selected countries in which we have significant interests, that occurred during the six months ended 30 September 2012 and should be read in conjunction with the information contained under “Regulation” on pages 158 to 161 of the Group’s annual report on Form 20-F for the year ended 31 March 2012. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, we are unable to attach a specific level of financial risk to our performance from such matters.

 

European Union (‘EU’)

 

The European Commission (the ‘Commission’) continues to review the future scope and nature of universal service provision in the EU. Current obligations generally involve the provision of a fixed connection allowing access to voice and simple data services.

 

Roaming

 

The current roaming regulation (the ‘roaming regulation’) came into force in July 2012 and requires mobile operators to supply voice, text and data roaming services under retail price caps. Wholesale price caps also apply to voice, text and data roaming services.

 

The roaming regulation also requires a number of additional measures, which are intended to increase competition in the retail market for roaming (and thereby facilitate the withdrawal of price caps). These include a requirement that users be able, from July 2014, to purchase roaming services from a provider other than their current domestic provider and to retain the same phone number when roaming.

 

Call termination

 

At 30 September 2012 the termination rates effective for our subsidiaries and joint ventures within the EU, which differs from our Northern and Central Europe and Southern Europe regions, ranged from 1.72 eurocents per minute (1.38 pence) to 3.68 eurocents per minute (2.95 pence), at the relevant 30 September 2012 foreign exchange rates.

 

Fixed network regulation

 

In July 2012 the Commission announced proposals to adjust its approach to fixed network regulation. The Commission expects prices for unbundled copper loops to converge towards the current European average of around €9 per month and will allow fibre wholesale prices to be unregulated provided certain conditions are met. These conditions include equivalent or non-discriminatory treatment of competitors, the effective application of margin squeeze tests and competitive constraints upon retail fibre prices from copper services or other competitors. The Commission is expected to publish further details and guidance for national regulators on all these matters early in the 2013 calendar year.

 

Spectrum

 

In February 2012 the Commission adopted its radio spectrum policy programme (‘RSPP’), following agreement with the European Parliament and Council. In September 2012 the Commission published proposals to promote the increased availability and use of “shared” spectrum, subject to certain safeguards for existing licensees.

 


 

REGULATION

 

 

Net neutrality

 

Both the Commission and the Body of European Communication Regulators (‘BEREC’) are consulting on whether further guidance is required in relation to traffic management, transparency or specifying minimum quality of service thresholds for internet access, all of which would be intended to safeguard “net neutrality”. This follows a BEREC survey, published in May 2012, which found that voice over internet protocol (‘VOIP’) blocking was not widespread but was practiced by some mobile operators in some circumstances. The Commission is expected to issue further guidance early in the 2013 calendar year.

 

 

Northern and Central Europe region

 

Germany

 

Our current MTR was reduced in December 2010 to 3.33 eurocents per minute, effective until 30 November 2012 and the national regulator is currently considering rates after that date.

 

UK

 

The national regulator has consulted on the release of 800 MHz and 2.6 GHz spectrum, including proposals for the auction design. The auction is expected to take place in the first calendar quarter of 2013. The national regulator agreed to a request from “Everything Everywhere” that it be allowed to use its existing 1800 MHz spectrum for long-term evolution (‘LTE’) services, which were launched in October 2012.

 

Other Northern and Central Europe

 

Czech Republic

 

The auction of 800 MHz, 1800 MHz and 2.6 GHz spectrum is expected in November 2012. The government has reserved a portion of 1800 MHz spectrum for a new entrant and will require licensees to provide access for mobile virtual network operators (‘MVNOs’).

 

Hungary

 

We acquired an additional 2x2 MHz of 900 MHz for HUF 15.7 billion (£44 million) spectrum through an auction in January 2012. We and other operators challenged the award of spectrum to a new entrant during the procedure. In September 2012 the court decided to repeal the result of the whole auction. This is likely to prevent the new entrant from launching services, but may also result in all bidders having to return the spectrum.

 

Ireland

 

In November 2012 we acquired 2x10 MHz of 800 MHz spectrum, 2x10 MHz of 900 MHz spectrum, 2x25 MHz of 1800 MHz spectrum for a cost of €161 million (£129 million). The licences are valid until 2030.

 

Netherlands

 

Our MTR reduced to 4.20 eurocents per minute in January 2011 following a proposal by the national regulator to reduce it to 1.2 eurocents per minute by September 2012. Following an appeal, the court directed that the MTR should instead reduce to 2.4 eurocents by September 2012. In June 2012, following further review, the Commission recommended that the national regulator reinstate its original proposal, which they declined to do.

 

The government has announced plans to auction 800 MHz, 900 MHz, 1800 MHz, 2.1 GHz and 2.6 GHz spectrum. The government reserved 2x5 MHz in the 900 MHz band for new entrants, but there were no applicants for this spectrum. The government has also reserved 2x10 MHz in the 800 MHz band for new entrants. The auctions began at the end of October 2012.

 

Romania

 

In September 2012 we acquired 2x10 MHz of 800 MHz spectrum, 2x10MHz of 900MHz spectrum, 2x30 MHz of 1800 MHz spectrum and 15 MHz of unpaired 2.6 GHz spectrum for a cost of €228.5 million (£182.8 million). The licences are valid until 2029.

 

Turkey

 

In August 2012 the national regulator indicated that rates for the termination of calls originated from abroad will no longer be subject to regulation and all operators have since adjusted their rates.

 

Southern Europe region

 


 

REGULATION

 

 

Spain

 

The national regulator has determined that our contributions to universal service costs should be €17 million (£14.2 million) and €47 million (£39.2 million) for 2008 and 2009 respectively. We are appealing both decisions. In July 2012 the European Court of Justice found that charges levied on mobile telecoms operators by Spanish local authorities were unlawful.

 

Our 900 MHz licence has been extended until 2028 and we have the option to extend it until 2030. In November 2011 we acquired 2x10 MHz of 2.6 GHz TDD spectrum at a cost of €10.4 million (£8.7 million).

 

Africa, Middle East and Asia Pacific Region

 

India

 

Litigation remains pending in the Telecommunications Dispute Settlement Appellate Tribunal (‘TDSAT’), Indian High Courts and Indian Supreme Court in relation to a number of significant regulatory issues including MTR, spectrum usage charges and 3G intra-circle roaming (‘ICR’).

 

In May 2012 the government published a new national telecom policy, which includes new unified licences, broadband deployment objectives, the implementation of national mobile number portability, and free pan-India roaming. The Department of Telecommunications and the national regulator will commence the process to consult on the decisions and regulations to implement this policy.

 

The Indian 1800 MHz auction concluded on 14 November 2012 with Vodafone India winning spectrum in 14 of the 22 licence areas at or only slightly above reserve price. The government has not yet issued decisions on the auction of future spectrum, the national regulator’s recommendation to refarm 900 MHz spectrum, or “one-time” spectrum charges.

 

South Africa

 

The National Consumer Commission (‘NCC’), the regulatory authority tasked with enforcing the Consumer Protection Act (‘CPA’), had instituted investigations into the communications sector, and issued a compliance notice against Vodacom in August 2011 in relation to fixed-term consumer agreements which the NCC alleged did not comply with the CPA. Vodacom appealed to the National Consumer Tribunal which, in the decision handed down on 8 June 2012, found in Vodacom’s favour on all the contested points. The NCC’s compliance notice has therefore been set aside on all counts.

 

Other Africa, Middle East and Asia Pacific

 

Australia and New Zealand

 

The governments of Australia and New Zealand have published a joint report on the costs and prices of international roaming between the two countries. They are considering various regulatory options, including price caps, transparency measures or attempts to restructure the retail market, with a view to securing further reductions in roaming prices.

 


 

LEGAL PROCEEDINGS

 

 

The following section describes developments in legal proceedings which may have, or have had, during the six months ended 30 September 2012, a significant effect on the financial position or profitability of the Company and its subsidiaries. This section should be read in conjunction with the information contained under “Legal proceedings” on pages 138 and 139 of the Group’s annual report on Form 20-F for the year ended 31 March 2012.

 

Indian tax

 

Refer to “Other significant developments” on page 25.

 

Telecom Egypt arbitration

 

Refer to “Other matters” on page 41.

 

 


 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Consolidated income statement

 

 

 

 

 

 

Six months ended 30 September

 

 

 

 

 

 

2012

 

 

2011

 

 

 

Note

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

2

 

 

21,780

 

 

23,520

 

Cost of sales

 

 

 

 

(14,760

)

 

(15,794

)

Gross profit

 

 

 

 

7,020

 

 

7,726

 

Selling and distribution expenses

 

 

 

 

(1,631

)

 

(1,658

)

Administrative expenses

 

 

 

 

(2,440

)

 

(2,554

)

Share of result in associates

 

 

 

 

3,221

 

 

2,521

 

Impairment loss

 

3

 

 

(5,900

)

 

(450

)

Other income and expense

 

 

 

 

4

 

 

3,414

 

Operating profit

 

2

 

 

274

 

 

8,999

 

Non-operating income and expense

 

 

 

 

1

 

 

(161

)

Investment income

 

 

 

 

187

 

 

226

 

Financing costs

 

 

 

 

(954

)

 

(1,053

)

(Loss)/profit before taxation

 

 

 

 

(492

)

 

8,011

 

Income tax expense

 

4

 

 

(1,394

)

 

(1,367

)

(Loss)/profit for the financial period

 

 

 

 

(1,886

)

 

6,644

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

 

(1,977

)

 

6,679

 

– Non-controlling interests

 

 

 

 

91

 

 

(35

)

 

 

 

 

 

(1,886

)

 

6,644

 

 

 

 

 

 

 

 

 

 

 

(Loss)/earnings per share

 

 

 

 

 

 

 

 

 

– Basic

 

5

 

 

(4.01p

)

 

13.06p

 

– Diluted

 

5

 

 

(4.01p

)

 

12.99p

 

 

Consolidated statement of comprehensive (loss)/income

 

 

 

Six months ended 30 September

 

 

 

 

2012

 

 

2011

 

 

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

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

 

 

(112

)

 

54

 

Foreign exchange translation differences, net of tax

 

 

(2,413

)

 

(2,029

)

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

 

 

38

 

 

(207

)

Foreign exchange losses/(gains) transferred to the income statement

 

 

1

 

 

(585

)

Other, net of tax

 

 

(18

)

 

(26

)

Other comprehensive loss

 

 

(2,504

)

 

(2,793

)

(Loss)/profit for the financial period

 

 

(1,886

)

 

6,644

 

Total comprehensive (loss)/income for the financial period

 

 

(4,390

)

 

3,851

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

– Equity shareholders

 

 

(4,430

)

 

3,996

 

– Non-controlling interests

 

 

40

 

 

(145

)

 

 

 

(4,390

)

 

3,851

 

 

 

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

 


 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Consolidated statement of financial position

 

 

 

 

 

Unaudited

 

 

Audited

 

 

 

 

 

30 September

 

 

31 March

 

 

 

 

 

2012

 

 

2012

 

 

 

Note

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Goodwill

 

 

 

30,901

 

 

38,350

 

Other intangible assets

 

 

 

19,832

 

 

21,164

 

Property, plant and equipment

 

 

 

18,461

 

 

18,655

 

Investments in associates

 

 

 

36,777

 

 

35,108

 

Other investments

 

 

 

724

 

 

791

 

Deferred tax assets

 

 

 

2,136

 

 

1,970

 

Post employment benefits

 

 

 

33

 

 

31

 

Trade and other receivables

 

 

 

3,432

 

 

3,482

 

 

 

 

112,296

 

 

119,551

 

Current assets

 

 

 

 

 

 

 

 

Inventory

 

 

 

569

 

 

486

 

Taxation recoverable

 

 

 

372

 

 

334

 

Trade and other receivables

 

 

 

9,636

 

 

10,744

 

Other investments

 

 

 

3,314

 

 

1,323

 

Cash and cash equivalents

 

 

 

4,293

 

 

7,138

 

Assets held for sale

 

11

 

448

 

 

 

 

 

 

18,632

 

 

20,025

 

Total assets

 

 

 

130,928

 

 

139,576

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Called up share capital

 

 

 

3,866

 

 

3,866

 

Additional paid-in capital

 

 

 

154,199

 

 

154,123

 

Treasury shares

 

 

 

(7,573

)

 

(7,841

)

Retained losses

 

 

 

(89,575

)

 

(84,184

)

Accumulated other comprehensive income

 

 

 

8,518

 

 

10,971

 

Total equity shareholders’ funds

 

 

 

69,435

 

 

76,935

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

 

1,870

 

 

2,090

 

Put options over non-controlling interests

 

 

 

(833

)

 

(823

)

Total non-controlling interests

 

 

 

1,037

 

 

1,267

 

Total equity

 

 

 

70,472

 

 

78,202

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Long-term borrowings

 

 

 

26,883

 

 

28,362

 

Taxation liabilities

 

 

 

150

 

 

250

 

Deferred tax liabilities

 

 

 

6,516

 

 

6,597

 

Post employment benefits

 

 

 

333

 

 

337

 

Provisions

 

 

 

648

 

 

479

 

Trade and other payables

 

 

 

735

 

 

1,324

 

 

 

 

35,265

 

 

37,349

 

Current liabilities

 

 

 

 

 

 

 

 

Short-term borrowings

 

 

 

8,632

 

 

6,258

 

Taxation liabilities

 

 

 

2,059

 

 

1,898

 

Provisions

 

 

 

680

 

 

633

 

Trade and other payables

 

 

 

13,820

 

 

15,236

 

 

 

 

25,191

 

 

24,025

 

Total equity and liabilities

 

 

 

130,928

 

 

139,576

 

 

 

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


 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Consolidated statement of changes in equity

 

 

 

 

Share
capital

 

Additional
paid-in
capital1

 

Treasury
shares

 

Accumulated
comprehensive
 income2

 

Equity
shareholders’
funds

 

Non-
controlling
interests

 

Total
equity

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 April 2011

 

4,082

 

153,760

 

(8,171

)

(62,116

)

87,555

 

6

 

87,561

 

Issue or reissue of shares

 

 

3

 

237

 

(189

)

51

 

 

51

 

Redemption or cancellation of shares

 

(106

)

106

 

2,343

 

(2,343

)

 

 

 

Purchase of own shares

 

 

 

(2,673

)

 

(2,673

)

 

(2,673

)

Share-based payment

 

 

78 3

 

 

 

78

 

 

78

 

Transactions with non-controlling interests in subsidiaries

 

 

 

 

(2,006

)

(2,006

)

1,703

 

(303

)

Comprehensive income

 

 

 

 

3,996

 

3,996

 

(145

)

3,851

 

Dividends

 

 

 

 

(3,102

)

(3,102

)

(200

)

(3,302

)

Other

 

 

 

 

9

 

9

 

 

9

 

30 September 2011

 

3,976

 

153,947

 

(8,264

)

(65,751

)

83,908

 

1,364

 

85,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 April 2012

 

3,866

 

154,123

 

(7,841

)

(73,213

)

76,935

 

1,267

 

78,202

 

Issue or reissue of shares

 

 

4

 

268

 

(224

)

48

 

 

48

 

Share-based payment

 

 

72 3

 

 

 

72

 

 

72

 

Transactions with non-controlling interests in subsidiaries

 

 

 

 

(7

)

(7

)

(17

)

(24

)

Comprehensive loss

 

 

 

 

(4,430

)

(4,430

)

40

 

(4,390

)

Dividends

 

 

 

 

(3,193

)

(3,193

)

(253

)

(3,446

)

Other

 

 

 

 

10

 

10

 

 

10

 

30 September 2012

 

3,866

 

154,199

 

(7,573

)

(81,057

)

69,435

 

1,037

 

70,472

 

 

Notes:

1        Includes share premium, capital redemption reserve and merger reserve. The merger reserve was derived from acquisitions made prior to 31 March 2004 and subsequently allocated to additional paid-in capital on adoption of IFRS.

2        Includes retained losses and accumulated other comprehensive income.

3        Includes a £6 million tax charge (2011: £8 million credit).

 

 

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

 


 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Consolidated statement of cash flows

 

 

 

 

 

Six months ended 30 September

 

 

 

 

 

 

2012

 

 

2011

 

 

 

Note

 

 

£m

 

 

£m

 

 

 

 

 

 

 

 

 

 

 

Net cash flow from operating activities

 

8

 

 

4,801

 

 

5,926

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

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

 

 

 

 

(996

)

 

(118

)

Purchase of interests in associates

 

 

 

 

(1

)

 

 

Purchase of intangible assets

 

 

 

 

(992

)

 

(983

)

Purchase of property, plant and equipment

 

 

 

 

(2,371

)

 

(2,630

)

Purchase of investments

 

 

 

 

(2,195

)

 

(85

)

Disposal of interests in subsidiaries and joint ventures, net of cash disposed

 

 

 

 

16

 

 

 

Disposal of interests in associates

 

 

 

 

 

 

6,805

 

Disposal of property, plant and equipment

 

 

 

 

54

 

 

42

 

Disposal of investments

 

 

 

 

1,514

 

 

68

 

Dividends received from associates

 

 

 

 

1,117

 

 

733

 

Dividends received from investments

 

 

 

 

2

 

 

2

 

Interest received

 

 

 

 

161

 

 

158

 

Taxation on investing activities

 

 

 

 

 

 

(104

)

Net cash flow from investing activities

 

 

 

 

(3,691

)

 

3,888

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Issue of ordinary share capital and reissue of treasury shares

 

 

 

 

48

 

 

51

 

Net movement in short-term borrowings

 

 

 

 

286

 

 

643

 

Proceeds from issue of long-term borrowings

 

 

 

 

1,493

 

 

1,062

 

Repayment of borrowings

 

 

 

 

(472

)

 

(1,984

)

Purchase of treasury shares

 

 

 

 

(1,126

)

 

(1,813

)

Equity dividends paid

 

 

 

 

(3,193

)

 

(3,102

)

Dividends paid to non-controlling interests in subsidiaries

 

 

 

 

(247

)

 

(199

)

Other transactions with non-controlling interests in subsidiaries

 

 

 

 

13

 

 

(2,601

)

Interest paid

 

 

 

 

(793

)

 

(797

)

Net cash flow from financing activities

 

 

 

 

(3,991

)

 

(8,740

)

 

 

 

 

 

 

 

 

 

 

Net cash flow

 

 

 

 

(2,881

)

 

1,074

 

Cash and cash equivalents at beginning of the financial period

 

 

 

 

7,088

 

 

6,205

 

Exchange loss on cash and cash equivalents

 

 

 

 

(47

)

 

(325

)

Cash and cash equivalents at end of the financial period

 

 

 

 

4,160

 

 

6,954

 

 

 

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


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

1    Basis of preparation

 

The unaudited condensed consolidated financial statements for the six months ended 30 September 2012:

 

·                  were prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (‘IAS 34’);

 

·                  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 2012;

 

·                  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 2012 which were prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board and were also prepared in accordance with IFRS adopted by the European Union (‘EU’), the Companies Act 2006 and Article 4 of the EU IAS Regulations;

 

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

 

·                  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 13 November 2012.

 

The information relating to the year ended 31 March 2012 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 any emphasis of matter or statements under section 498(2) or 498(3) of the UK Companies Act 2006.

 

After reviewing the Group’s budget for the remainder of the financial year, and longer term plans, the directors are satisfied that, at the time of approving the unaudited condensed consolidated financial statements, it is appropriate to continue to adopt a going concern basis of accounting.

 

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.

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

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 28 June 2012, effective 1 August 2012. The table below presents segmental information on the revised basis, with the six months ended 30 September 2011 amended to conform to the current presentation.

 

 

 

 

Segment

 

Intra-
region

 

Regional

 

Inter-
region

 

Group

 

Adjusted

 

 

 

revenue

 

revenue

 

revenue

 

revenue

 

revenue

 

EBITDA

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

Six months ended 30 September 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

3,891

 

(9

)

3,882

 

(10

)

3,872

 

1,370

 

UK

 

2,592

 

(11

)

2,581

 

(6

)

2,575

 

589

 

Other Northern and Central Europe

 

3,212

 

(18

)

3,194

 

(4

)

3,190

 

831

 

Northern and Central Europe

 

9,695

 

(38

)

9,657

 

(20

)

9,637

 

2,790

 

Italy

 

2,428

 

(3

)

2,425

 

(11

)

2,414

 

1,033

 

Spain

 

1,967

 

(5

)

1,962

 

(21

)

1,941

 

535

 

Other Southern Europe

 

995

 

(4

)

991

 

(9

)

982

 

335

 

Southern Europe

 

5,390

 

(12

)

5,378

 

(41

)

5,337

 

1,903

 

India

 

2,038

 

 

2,038

 

(2

)

2,036

 

577

 

Vodacom

 

2,657

 

 

2,657

 

 

2,657

 

939

 

Other Africa, Middle East and Asia Pacific

 

1,896

 

(1

)

1,895

 

(10

)

1,885

 

480

 

Africa, Middle East and Asia Pacific

 

6,591

 

(1

)

6,590

 

(12

)

6,578

 

1,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Interests and Common Functions

 

228

 

 

228

 

 

228

 

(42

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group

 

21,904

 

(51

)

21,853

 

(73

)

21,780

 

6,647

 

Verizon Wireless

 

10,703

 

 

 

 

 

 

 

 

 

4,493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended 30 September 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

4,102

 

(20

)

4,082

 

(6

)

4,076

 

1,552

 

UK

 

2,664

 

(20

)

2,644

 

(8

)

2,636

 

633

 

Other Northern and Central Europe

 

3,104

 

(25

)

3,079

 

(9

)

3,070

 

882

 

Northern and Central Europe

 

9,870

 

(65

)

9,805

 

(23

)

9,782

 

3,067

 

Italy

 

2,905

 

(3

)

2,902

 

(17

)

2,885

 

1,362

 

Spain

 

2,511

 

(9

)

2,502

 

(31

)

2,471

 

681

 

Other Southern Europe

 

1,116

 

(5

)

1,111

 

(12

)

1,099

 

430

 

Southern Europe

 

6,532

 

(17

)

6,515

 

(60

)

6,455

 

2,473

 

India

 

2,117

 

 

2,117

 

(3

)

2,114

 

535

 

Vodacom

 

2,814

 

 

2,814

 

(3

)

2,811

 

934

 

Other Africa, Middle East and Asia Pacific

 

1,977

 

 

1,977

 

(11

)

1,966

 

532

 

Africa, Middle East and Asia Pacific

 

6,908

 

 

6,908

 

(17

)

6,891

 

2,001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Interests and Common Functions

 

397

 

 

397

 

(5

)

392

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group

 

23,707

 

(82

)

23,625

 

(105

)

23,520

 

7,532

 

Verizon Wireless

 

9,728

 

 

 

 

 

 

 

 

 

3,848

 

 

Note:

1              Values shown represent the Group’s share, based on its equity interest. They are not included in the calculation of Group revenue or adjusted EBITDA as Verizon Wireless is an associate.

 

A reconciliation of adjusted EBITDA to operating profit is shown below. For a reconciliation of operating profit to profit before taxation see the consolidated income statement on page 30.

 

 

Six months ended 30 September

 

 

 

2012

 

2011

 

 

 

£m

 

£m

 

Adjusted EBITDA

 

6,647

 

 

7,532

 

Depreciation and amortisation including loss on disposal of fixed assets

 

(3,698

)

 

(4,018

)

Share of results in associates

 

3,221

 

 

2,521

 

Impairment loss

 

(5,900

)

 

(450

)

Other income and expense

 

4

 

 

3,414

 

Operating profit

 

274

 

 

8,999

 

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

3    Impairment loss

 

The carrying values of goodwill of the Group’s operations in Spain and Italy (reported within Southern Europe) were impaired by £3.2 billion and £2.7 billion respectively in the six months ended 30 September 2012, following a test for impairment triggered by a combination of adverse performance against previous plans and adverse movements in discount rates. The remaining carrying value of goodwill at 30 September 2012 for Spain and Italy was £2.4 billion and £7.2 billion respectively.

 

The methodology adopted for impairment testing was consistent with that disclosed on pages 101 and 115 of the Group’s annual report for the year ended 31 March 2012.

 

The impairment loss for the six months ended 30 September 2012 was driven by a combination of lower projected cash flows within business plans, resulting from our reassessment of expected future business performance in light of current trading and economic conditions, and also adverse movements in discount rates driven by the credit rating and yields on 10 year government bonds. The recoverable amount was based on a value in use calculation using the key assumptions outlined in the table below. The pre-tax risk adjusted discount rate used in the previous value in use calculation at 31 March 2012 was 10.6% for Spain and 12.1% for Italy. The charge has been recognised in the consolidated income statement as a separate line item within operating profit.

 

The table below shows the key assumptions used in the value in use calculations.

 

 

Italy
%

 

 

Spain
%

 

Pre-tax risk adjusted discount rate

13.0

 

 

12.9

 

Long-term growth rate

1.1

 

 

2.5

 

Budgeted adjusted EBITDA1

(2.6)

 

 

(2.1)

 

Budgeted capital expenditure2

10.6 to 12.4

 

 

10.6 to 10.8

 

 

Notes:

1             Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial five years of the plans used for impairment testing.

2             Budgeted capital expenditure is expressed as a percentage of revenue in the initial five years of the plans used for impairment testing.

 

The recoverable amount of the Group’s operations in both Spain and Italy equals their reported carrying value at 30 September 2012 and consequently, any adverse change in a key assumption underpinning the value in use calculation may cause further impairment losses to be recognised. The changes in the following table to assumptions used in the impairment review would, in isolation, lead to an (increase)/decrease to the aggregate impairment loss recognised for the six months ended 30 September 2012:

 

£bn

 

Italy
Increase 2 pps / Decrease 2 pps

 

Spain
Increase 2 pps / Decrease 2 pps

 

Pre-tax risk adjusted discount rate

 

(1.5

)

 

2.2

 

(0.7

)

 

1.0

 

Long-term growth rate

 

2.5

 

 

(1.5

)

1.3

 

 

(0.8

)

Budgeted adjusted EBITDA

 

0.4

 

 

(0.4

)

0.8

 

 

(0.8

)

Budgeted capital expenditure

 

(0.8

)

 

0.8

 

(0.7

)

 

0.6

 

 

The carrying value of goodwill, intangible assets and property, plant and equipment of the Group’s operations in Greece (reported within the Other Southern Europe segment) was impaired by £450 million in the six months ended 30 September 2011.

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

4                 Taxation

 

 

 

Six months ended 30 September

 

 

 

2012

 

 

2011

 

 

 

£m

 

 

£m

 

Overseas current tax expense/(income):

 

 

 

 

 

 

Current year

 

1,537

 

 

1,165

 

Adjustments in respect of prior years

 

(89

)

 

1

 

 

 

 

 

 

 

 

United Kingdom corporation tax expense/(income):

 

 

 

 

 

 

Current year

 

 

 

8

 

Adjustments in respect of prior years

 

 

 

(4

)

Total current tax expense

 

1,448

 

 

1,170

 

 

 

 

 

 

 

 

Deferred tax on origination and reversal of temporary differences:

 

 

 

 

 

 

Overseas deferred tax

 

(56

)

 

240

 

United Kingdom deferred tax

 

2

 

 

(43

)

Total deferred tax (income)/expense

 

(54

)

 

197

 

Total income tax expense

 

1,394

 

 

1,367

 

 

Note:

1                        As a result of the significant ongoing investments made by our UK business in expanding and improving its network and systems, £6 billion of spectrum payments to the UK government in 2000 and UK interest costs, no tax was payable for the period in the UK (2011: £4 million).

 

 

 

5                 (Loss)/earnings per share

 

 

 

Six months ended 30 September

 

 

 

2012

 

 

2011

 

 

 

Millions

 

 

Millions

 

 

 

 

 

 

 

 

Weighted average number of shares for basic (loss)/earnings per share

 

49,310

 

 

51,132

 

Effect of dilutive potential shares: restricted shares and share options

 

 

 

295

 

Weighted average number of shares for diluted (loss)/earnings per share

 

49,310

 

 

51,427

 

 

 

 

 

 

 

 

 

 

£m

 

 

£m

 

(Loss)/earnings for basic and diluted (loss)/earnings per share

 

(1,977

)

 

6,679

 

 

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

 

6                 Equity dividends on ordinary shares

 

 

 

 

Six months ended 30 September

 

 

 

2012

 

2011

 

 

 

£m

 

£m

 

 

 

 

 

 

 

Declared during the period:

 

 

 

 

 

 

 

 

 

 

 

Final dividend for the year ended 31 March 2012: 6.47 pence per share (2011: 6.05 pence per share)

 

3,193

 

3,102

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

Interim dividend for the year ending 31 March 2013: 3.27 pence per share (2012: 3.05 pence per share)

 

1,608

 

1,538

 

Second interim dividend for the year ended 31 March 2012: 4.00 pence per share

 

 

2,017

 

 

 

1,608

 

3,555

 

 

 

7                 Acquisitions

 

The aggregate cash consideration in respect of purchases in subsidiaries, net of cash acquired, is as follows:

 

 

 

£m

 

Cash consideration paid:

 

 

 

Cable & Wireless Worldwide plc

 

1,050

 

Other acquisitions completed during the period

 

24

 

 

 

1,074

 

Net cash acquired

 

(78

)

 

 

996

 

 

Total goodwill on acquisition was £200 million and included £170 million in relation to CWW and £30 million in relation to other acquisitions completed during the period.

 

Cable & Wireless Worldwide plc

 

On 27 July 2012 the Group acquired the entire share capital of CWW for a cash consideration of approximately £1,050 million before tax and transaction costs. CWW de-listed from the London Stock Exchange on 30 July 2012. CWW provides a wide range of managed voice, data, hosting and IP-based services and applications. The primary reasons for acquiring the business were to strengthen the enterprise business of Vodafone Group in the UK and internationally, and the attractive network and other cost saving opportunities for the Vodafone Group.

 

The results of the acquired entity have been consolidated in the Group’s income statement from 27 July 2012 and contributed £307 million of revenue and a loss of £42 million to the profit attributable to equity shareholders of the Group during the period.

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

The acquisition-date fair values of the assets and liabilities acquired are provisional. These may be further adjusted, particularly in respect of current assets and liabilities, and deferred taxes, as we gain further understanding of the business.

 

The provisional purchase price allocation is set out in the table below:

 

 

 

 

Fair value

 

 

 

£m

 

Net assets acquired:

 

 

 

Identifiable intangible assets1  

 

325

 

Property, plant and equipment

 

1,207

 

Inventory

 

34

 

Trade and other receivables

 

452

 

Cash and cash equivalents

 

78

 

Current and deferred taxation

 

145

 

Short and long-term borrowings

 

(306

)

Trade and other payables

 

(754

)

Provisions

 

(249

)

Post employment benefits

 

(47

)

Net identifiable assets acquired

 

885

 

Non-controlling interests

 

(5

)

Goodwill2  

 

170

 

Total assets acquired and total consideration

 

1,050

 

 

Notes:

1                  Identifiable intangible assets of £325 million consisted of customer relationships of £225 million, CWW brand of £54 million and software of £46 million.

2                  The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of CWW. None of the goodwill is expected to be deductible for tax purposes.

3                  Transaction costs of £11 million were charged in the Group’s consolidated income statement in the six months ended 30 September 2012.

 

Pro-forma information

 

The following unaudited pro-forma summary presents the Group as if the acquisition of CWW had been completed on 1 April 2012. The pro-forma amounts include the results of CWW, application of Vodafone accounting policies, amortisation of the acquired intangible assets recognised on acquisition and interest expense on the increase in net debt as a result of the acquisition. The pro-forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

 

 

 

 

Six months ended
30 September 2012

 

 

 

£m

 

Revenue

 

22,433

 

Loss for the financial period

 

(1,943

)

Loss attributable to equity shareholders

 

(2,035

)

 

 

 

 

 

 

Pence

 

Basic and diluted loss per share

 

(4.13)p

 

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

 

8                 Reconciliation of net cash flow from operating activities

 

 

 

Six months ended 30 September

 

 

 

2012

 

2011

 

 

 

£m

 

£m

 

 

 

 

 

 

 

(Loss)/profit for the financial period

 

(1,886

)

6,644

 

Adjustments for:

 

 

 

 

 

Share-based payments

 

78

 

70

 

Depreciation and amortisation

 

3,668

 

4,000

 

Loss on disposal of property, plant and equipment

 

30

 

18

 

Share of result in associates

 

(3,221

)

(2,521

)

Impairment loss

 

5,900

 

450

 

Other income and expense

 

(4

)

(3,414

)

Non-operating income and expense

 

(1

)

161

 

Investment income

 

(187

)

(226

)

Financing costs

 

954

 

1,053

 

Income tax expense

 

1,394

 

1,367

 

Increase in inventory

 

(70

)

(54

)

Increase in trade and other receivables

 

(522

)

(587

)

Increase in trade and other payables

 

59

 

108

 

Cash generated by operations

 

6,192

 

7,069

 

Tax paid

 

(1,391

)

(1,143

)

Net cash flow from operating activities

 

4,801

 

5,926

 

 

 

9                 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 unaudited condensed consolidated financial statements, except as disclosed below. Transactions between the Company and its joint ventures, to the extent that they have not been eliminated through proportionate consolidation or disclosed below, are not material.

 

 

 

Six months ended 30 September

 

 

 

2012

 

2011

 

 

 

£m

 

£m

 

 

 

 

 

 

 

Sales of goods and services to associates

 

141

 

110

 

Purchases of goods and services from associates

 

42

 

59

 

Purchases of goods and services from joint ventures

 

96

 

108

 

Net interest (charge payable)/income receivable from joint ventures

 

(7

)

3

 

 

 

 

 

 

 

 

 

30 September

 

31 March

 

 

 

2012

 

2012

 

 

 

£m

 

£m

 

Trade balances owed:

 

 

 

 

 

by associates

 

48

 

15

 

to associates

 

9

 

18

 

by joint ventures

 

111

 

9

 

to joint ventures

 

16

 

89

 

Other balances owed by joint ventures

 

229

 

365

 

 

Note:

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


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

 

In the six months ended 30 September 2012 the Group made contributions to defined benefit pension schemes of £18 million (six months ended 30 September 2011: £14 million). In addition, £0.8 million of dividends were paid to Board members and executive committee members (six months ended 30 September 2011: £0.6 million). Dividends received from associates are disclosed in the consolidated statement of cash flows.

 

10          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 11.

 

 

11          Other matters

 

Seasonality or cyclicality of interim operations

 

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

 

Indian tax

 

See ‘Other significant developments’ on page 25.

 

Telecom Egypt arbitration

 

The timetable in the Telecom Egypt arbitration has been amended. Final submissions are now due on 5 February 2013 and the dates of the hearing are still to be fixed.

 

Additional details on this matter are available under “Legal proceedings” on page 138 of the Group’s annual report for the year ended 31 March 2012.

 

Vodacom Gateway Carrier Services

 

On 31 May 2012 Vodacom entered into an agreement to sell certain investments, supplier agreements and assets of Gateway Carrier Services, which forms part of Vodacom Business Africa Group (Pty) Limited, to PCCW Global Ltd. for cash consideration of US$26 million (£16 million) on a cash-free-debt-free basis. The transaction completed on 31 August 2012.

 

Telefónica UK and Vodafone UK network collaboration and other network sharing agreements

 

On 7 June 2012 Telefónica UK and Vodafone UK announced a more comprehensive network sharing agreement to improve network coverage and lower the cost of network deployment. The intention is to pool basic parts of their network infrastructure to create one national grid running each operator’s independent spectrum and competing services. In addition, recently the Group initiated or extended network sharing agreements with other operators in Spain, Ireland, the Netherlands and Australia.

 

Group structure

 

On 28 June 2012 the Group announced the establishment of two new operating regions: Northern and Central Europe and Southern Europe. The Northern and Central Europe region comprises Germany, the UK, the Netherlands, Turkey, the Czech Republic, Hungary, Ireland and Romania. The Southern Europe region comprises Italy, Spain, Greece, Portugal, Albania and Malta. The new structure was implemented on 1 August 2012.

 


 

Notes to the unaudited condensed consolidated financial statements

For the six months ended 30 September 2012

 

 

TelstraClear Limited

 

On 12 July 2012 the Group announced that Vodafone New Zealand had entered into an agreement to acquire TelstraClear Limited, the New Zealand business of Telstra Corporation, for a cash consideration of NZ$840 million (£430 million). TelstraClear Limited is the second largest fixed operator in New Zealand with extensive fixed network assets and capabilities. Regulatory approval was received on 30 October 2012 and the transaction was completed on 31 October 2012.

 

 

12          Subsequent events

 

Verizon Wireless dividend

 

On 12 November 2012 VZW declared a dividend of US$8.5 billion (£5.3 billion). The dividend will be received by the end of the 2012 calendar year. As a 45% shareholder in Verizon Wireless, Vodafone’s share of the dividend is US$3.8 billion (£2.4 billion). The Group intends to commence a £1.5 billion share buyback programme on receipt of the dividend.

 


 

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.

 

Adjusted EBITDA

 

Adjusted EBITDA is operating profit excluding share in results of associates, depreciation and amortisation, gains/losses on the disposal of fixed assets, impairment losses and other operating income and expense. We use adjusted EBITDA, in conjunction with other GAAP and non-GAAP financial measures such as adjusted operating profit, operating profit and net profit, to assess our operating performance. We believe that adjusted EBITDA is an operating performance measure, not a liquidity measure, as it includes non-cash changes in working capital and is reviewed by the Chief Executive to assess internal performance in conjunction with adjusted EBITDA margin, which is an alternative sales margin figure. We believe it is both useful and necessary to report adjusted EBITDA as a performance measure as it enhances the comparability of profit across segments.

 

Because adjusted EBITDA does not take into account certain items that affect operations and performance, adjusted EBITDA has inherent limitations as a performance measure. To compensate for these limitations, we analyse adjusted EBITDA in conjunction with other GAAP and non-GAAP operating performance measures. Adjusted EBITDA should not be considered in isolation or as a substitute for a GAAP measure of operating performance.

 

A reconciliation of adjusted EBITDA to the closest equivalent GAAP measure, operating profit, is provided in note 2 to the unaudited condensed consolidated financial statements on page 35.

 

Group adjusted operating profit and adjusted earnings per share

 

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

 

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

 

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

 

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

 

Reconciliation of adjusted operating profit and adjusted earnings per share to the respective closest equivalent GAAP measures, operating profit and basic (loss)/earnings per share, is provided in the section “Financial results” beginning on page 9.

 

Cash flow measures

 

In presenting and discussing our reported results, free cash flow is calculated and presented even though this measure is not recognised within IFRS. We believe that it is both useful and necessary to communicate free cash flow to investors and other interested parties, for the following reasons:

 

·                  free cash flow allows us and external parties to evaluate our liquidity and the cash generated by our operations. Free cash flow does not include payments for licences and spectrum included within intangible assets, items determined independently of the ongoing business, such as the level of dividends, and items which are deemed discretionary such as cash flows relating to acquisitions and disposals. In addition, it does not necessarily reflect the amounts which we have an obligation to incur. However, free cash flow does reflect the cash available for activities such as strengthening the consolidated statement of financial position or providing returns to shareholders in the form of dividends or share purchases;

 

·                  free cash flow facilitates comparability of results with other companies although our measure of free cash flow may not be directly comparable to similarly titled measures used by other companies;

 

·                  this measure is used by management for planning, reporting and incentive purposes; and

 

·                  this measure is useful in connection with discussions with the investment analyst community and debt rating agencies.

 

A reconciliation of cash generated by operations, the closest equivalent GAAP measure, to free cash flow is provided on page 22.

 


 

USE OF NON-GAAP FINANCIAL INFORMATION

 

 

Organic growth

 

All amounts in this document marked with an “*” represent organic growth which present performance on a comparable basis, both in terms of merger and acquisition activity, the impact of changes in intergroup roaming charges from 1 October 2011 and movements in foreign exchange rates. We believe that “organic growth”, which is not intended to be a substitute for, or superior to, reported growth, provides useful and necessary information to investors and other interested parties for the following reasons:

 

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

 

·      it is used for internal performance analysis; and

 

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

 

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

 

 

 

 

 

Organic

 

Other

 

Foreign

 

Reported

 

 

 

 

 

change

 

activity¹

 

exchange

 

change

 

 

 

 

 

pps

 

pps

 

pps

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Group

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

H1

 

0.2

 

0.5

 

(8.1

)

(7.4

)

Service revenue

 

H1

 

(0.4

)

0.6

 

(8.1

)

(7.9

)

Service revenue excluding the impact of MTR’s

 

H1

 

1.4

 

0.6

 

(8.1

)

(6.1

)

Adjusted EBITDA

 

H1

 

(2.9

)

(0.7

)

(8.1

)

(11.7

)

Percentage point decline in adjusted EBITDA margin

 

H1

 

(1.0

)

(0.4

)

(0.1

)

(1.5

)

Adjusted operating profit

 

H1

 

8.5

 

(2.0

)

(4.3

)

2.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Northern and Central Europe

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

Q2

 

0.7

 

6.7

 

(7.1

)

0.3

 

Service revenue

 

Q1

 

2.4

 

(0.2

)

(6.6

)

(4.4

)

Change

 

 

 

(1.7

)

6.9

 

(0.5

)

4.7

 

Germany service revenue

 

Q2

 

1.8

 

(0.2

)

(9.9

)

(8.3

)

Germany data revenue

 

H1

 

16.9

 

 

(10.5

)

6.4

 

Germany enterprise revenue

 

H1

 

5.7

 

 

(9.5

)

(3.8

)

Germany percentage point decline in adjusted EBITDA margin

 

H1

 

(2.9

)

0.3

 

 

(2.6

)

UK service revenue

 

Q2

 

(3.2

)

(0.6

)

 

(3.8

)

UK data revenue

 

H1

 

5.0

 

 

 

5.0

 

UK percentage point decline in adjusted EBITDA margin

 

H1

 

(1.4

)

0.4

 

 

(1.0

)

Netherlands service revenue

 

H1

 

(1.9

)

(0.4

)

(8.8

)

(11.1

)

Netherlands service revenue

 

Q2

 

(2.3

)

(0.3

)

(9.5

)

(12.1

)

Turkey service revenue growth

 

H1

 

18.3

 

(3.8

)

(7.1

)

7.4

 

Turkey service revenue growth

 

Q2

 

18.0

 

(4.3

)

(2.2

)

11.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Southern Europe

 

 

 

 

 

 

 

 

 

 

 

Italy service revenue

 

Q2

 

(12.8

)

(0.1

)

(8.5

)

(21.4

)

Italy data revenue

 

H1

 

8.3

 

 

(9.7

)

(1.4

)

Italy fixed line revenue

 

H1

 

(5.6

)

 

(8.6

)

(14.2

)

Italy percentage point decline in adjusted EBITDA margin

 

H1

 

(4.4

)

0.1

 

 

(4.3

)

Spain service revenue

 

Q2

 

(12.0

)

(0.3

)

(8.5

)

(20.8

)

Spain data revenue

 

H1

 

20.6

 

 

(10.6

)

10.0

 

Spain fixed line revenue

 

H1

 

6.5

 

 

(9.5

)

(3.0

)

Spain percentage point increase in adjusted EBITDA margin

 

H1

 

0.3

 

(0.2

)

 

0.1

 

Greece service revenue

 

H1

 

(9.6

)

(0.9

)

(8.1

)

(18.6

)

Portugal service revenue

 

H1

 

(7.2

)

(0.4

)

(8.3

)

(15.9

)

 

 

 

 

 

 

Organic

 

Other

 

Foreign

 

Reported

 

 

 

 

 

change

 

activity¹

 

exchange

 

change

 

 

 

 

 

pps

 

pps

 

pps

 

%

 

Africa, Middle East and Asia Pacific

 

 

 

 

 

 

 

 

 

 

 

India service revenue

 

Q2

 

11.0

 

(0.1

)

(17.2

)

(6.3

)

India service revenue

 

Q1

 

16.2

 

(0.1

)

(17.1

)

(1.0

)

 


 

USE OF NON-GAAP FINANCIAL INFORMATION

 

 

Change

 

 

 

(5.2

)

 

(0.1

)

(5.3

)

India data revenue

 

H1

 

12.4

 

 

(16.9

)

(4.5

)

India percentage point increase in adjusted EBITDA margin

 

H1

 

3.0

 

 

 

3.0

 

Vodacom service revenue

 

Q2

 

4.6

 

(1.9

)

(10.1

)

(7.4

)

South Africa service revenue

 

H1

 

1.3

 

 

(13.2

)

(11.9

)

Vodacom’s operations outside of South Africa service revenue

 

H1

 

34.1

 

 

1.4

 

35.5

 

South Africa data revenue

 

H1

 

13.5

 

 

(14.7

)

(1.2

)

Vodacom percentage point increase in adjusted EBITDA margin

 

H1

 

2.5

 

0.1

 

(0.5

)

2.1

 

Australia service revenue

 

H1

 

(14.8

)

 

(0.5

)

(15.3

)

Australia service revenue

 

Q2

 

(14.4

)

 

0.7

 

(13.7

)

Egypt service revenue

 

H1

 

4.0

 

 

0.7

 

4.7

 

Egypt data revenue

 

H1

 

31.0

 

 

0.5

 

31.5

 

Egypt fixed line revenue

 

H1

 

22.7

 

 

4.6

 

27.3

 

Ghana service revenue

 

H1

 

20.8

 

 

(21.8

)

(1.0

)

Qatar service revenue

 

H1

 

24.8

 

 

3.1

 

27.9

 

Qatar data revenue

 

H1

 

226.6

 

 

(1.6

)

225.0

 

Percentage point increase in adjusted EBITDA margin

 

H1

 

1.4

 

0.1

 

(0.2

)

1.3

 

Other AMAP percentage point decline in adjusted EBITDA margin

 

H1

 

(2.0

)

0.1

 

0.3

 

(1.6

)

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled Interests and Common Functions

 

 

 

 

 

 

 

 

 

 

 

VZW service revenue

 

H1

 

8.0

 

 

2.6

 

10.6

 

VZW service revenue

 

Q2

 

7.8

 

 

1.9

 

9.7

 

VZW revenue

 

H1

 

7.4

 

 

2.6

 

10.0

 

VZW adjusted EBITDA

 

H1

 

14.0

 

 

2.8

 

16.8

 

Group’s share of result in VZW

 

H1

 

27.4

 

 

3.0

 

30.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

1          “Other activity” includes the impact of M&A activity and the revision to intra-group roaming recharges from 1 October 2011.

2          Excludes Vodacom Business Africa.

 


 

ADDITIONAL INFORMATION

Regional results for the six months ended 30 September¹

 

 

 

Revenue

 

Adjusted EBITDA

 

Adjusted operating
profit/(loss)

 

Capital expenditure

 

Operating free
cash flow

 

 

2012

 

2011

 

 

2012

 

2011

 

 

2012

 

2011

 

 

2012

 

2011

 

 

2012

 

2011

 

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

 

£m

 

£m

 

Germany

 

3,891

 

4,102

 

 

1,370

 

1,552

 

 

700

 

831

 

 

445

 

410

 

 

720

 

869

 

UK

 

2,592

 

2,664

 

 

589

 

633

 

 

132

 

185

 

 

231

 

219

 

 

301

 

252

 

Other Northern and Central Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable & Wireless Worldwide2

 

307

 

 

 

40

 

 

 

(34

)

 

 

41

 

 

 

3

 

 

Netherlands

 

812

 

903

 

 

276

 

308

 

 

139

 

181

 

 

96

 

93

 

 

145

 

202

 

Turkey

 

941

 

870

 

 

159

 

132

 

 

12

 

2

 

 

87

 

134

 

 

(81

)

(127

)

Romania

 

311

 

361

 

 

119

 

141

 

 

64

 

46

 

 

34

 

38

 

 

71

 

64

 

Other3

 

841

 

970

 

 

237

 

301

 

 

91

 

129

 

 

76

 

104

 

 

114

 

141

 

 

 

3,212

 

3,104

 

 

831

 

882

 

 

272

 

358

 

 

334

 

369

 

 

252

 

280

 

Intra-region eliminations

 

(38

)

(65

)

 

 

 

 

 

 

 

 

 

 

 

 

Northern and Central Europe4

 

9,657

 

9,805

 

 

2,790

 

3,067

 

 

1,104

 

1,374

 

 

1,010

 

998

 

 

1,273

 

1,401

 

Italy

 

2,428

 

2,905

 

 

1,033

 

1,362

 

 

690

 

976

 

 

239

 

269

 

 

750

 

893

 

Spain

 

1,967

 

2,511

 

 

535

 

681

 

 

247

 

361

 

 

152

 

147

 

 

187

 

343

 

Other Southern Europe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greece

 

411

 

456

 

 

101

 

132

 

 

39

 

42

 

 

28

 

50

 

 

47

 

110

 

Portugal

 

479

 

560

 

 

191

 

250

 

 

106

 

162

 

 

45

 

62

 

 

124

 

169

 

Other3

 

105

 

100

 

 

43

 

48

 

 

23

 

31

 

 

10

 

14

 

 

29

 

26

 

 

 

995

 

1,116

 

 

335

 

430

 

 

168

 

235

 

 

83

 

126

 

 

200

 

305

 

Intra-region eliminations

 

(12

)

(17

)

 

 

 

 

 

 

 

 

 

 

 

 

Southern Europe4

 

5,378

 

6,515

 

 

1,903

 

2,473

 

 

1,105

 

1,572

 

 

474

 

542

 

 

1,137

 

1,541

 

India

 

2,038

 

2,117

 

 

577

 

535

 

 

84

 

(9

)

 

198

 

329

 

 

393

 

332

 

Vodacom

 

2,657

 

2,814

 

 

939

 

934

 

 

581

 

470

 

 

362

 

303

 

 

487

 

590

 

Other Africa, Middle East and Asia Pacific

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Egypt

 

645

 

623

 

 

287

 

271

 

 

160

 

158

 

 

73

 

59

 

 

200

 

153

 

Other3

 

1,251

 

1,354

 

 

193

 

261

 

 

(33

)

(1

)

 

249

 

223

 

 

(4

)

21

 

 

 

1,896

 

1,977

 

 

480

 

532

 

 

127

 

157

 

 

322

 

282

 

 

196

 

174

 

Intra-region eliminations

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Africa, Middle East and Asia Pacific4

 

6,590

 

6,908

 

 

1,996

 

2,001

 

 

792

 

618

 

 

882

 

914

 

 

1,076

 

1,096

 

Non-Controlled Interests and Common Functions

 

228

 

397

 

 

(42

)

(9

)

 

3,169

 

2,471

 

 

150

 

164

 

 

(257

)

(276

)

Inter-region eliminations

 

(73

)

(105

)

 

 

 

 

 

 

 

 

 

 

 

 

Group4

 

21,780

 

23,520

 

 

6,647

 

7,532

 

 

6,170

 

6,035

 

 

2,516

 

2,618

 

 

3,229

 

3,762

 

 

Notes:

 

1

The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

2

On 27 July 2012 the Group acquired the entire share capital of CWW. See note 7 to the unaudited condensed consolidated financial statements for further information.

3

Includes elimination of £6 million (2011: £11 million) of intercompany revenue between operating companies within the Other Northern and Central Europe segment, £1 million (2011: £1 million) of intercompany revenue between operating companies within the Other Southern Europe segment and £3 million (2011: £1 million) of intercompany revenue between operating companies within the Other Africa, Middle East and Asia Pacific segments.

4

From 1 October 2011 the Group revised its intra-group roaming charges. Whilst neutral to Group revenue and profitability, these changes have had an impact on reported revenue by country and regionally since 1 October 2011. Prior period reported revenue has not been restated.

 

See page 43 for “Use of non-GAAP financial information” and page 50 for “Definitions of terms”.

 


 

ADDITIONAL INFORMATION

Service revenue – quarter ended 30 September¹

 

 

 

 

 

 

 

Northern and Central

 

% change

 

 

 

Group2 3

 

Europe

 

Group

 

Northern and Central Europe

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

Other

 

Foreign

 

 

 

 

 

Other

 

Foreign

 

 

 

 

 

£m

 

£m

 

£m

 

£m

 

Organic

 

activity

 

exchange

 

Reported

 

Organic

 

activity

 

exchange

 

Reported

 

Voice revenue

 

5,681

 

6,668

 

2,121

 

2,381

 

(5.8

)

(1.0

)

(8.0

)

(14.8

)

(4.7

)

 

(6.2

)

(10.9

)

Messaging revenue

 

1,187

 

1,359

 

719

 

753

 

(5.3

)

(1.0

)

(6.4

)

(12.7

)

0.8

 

 

(5.3

)

(4.5

)

Data revenue

 

1,641

 

1,579

 

837

 

780

 

13.7

 

(0.7

)

(9.1

)

3.9

 

15.0

 

 

(7.7

)

7.3

 

Fixed line revenue

 

1,119

 

903

 

803

 

535

 

1.7

 

34.0

 

(11.8

)

23.9

 

3.9

 

61.8

 

(15.6

)

50.1

 

Other service revenue

 

554

 

527

 

201

 

218

 

15.0

 

(0.6

)

(9.3

)

5.1

 

0.5

 

(3.7

)

(4.6

)

(7.8

)

Service revenue

 

10,182

 

11,036

 

4,681

 

4,667

 

(1.4

)

2.0

 

(8.3

)

(7.7

)

0.7

 

6.7

 

(7.1

)

0.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Africa, Middle East and

 

% change

 

 

 

Southern Europe

 

Asia Pacific

 

Southern Europe

 

Africa, Middle East and Asia Pacific

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

Other

 

Foreign

 

 

 

 

 

Other

 

Foreign

 

 

 

 

 

£m

 

£m

 

£m

 

£m

 

Organic

 

activity

 

exchange

 

Reported

 

Organic

 

activity

 

exchange

 

Reported

 

Voice revenue

 

1,412

 

1,926

 

2,147

 

2,290

 

(18.8

)

 

(7.9

)

(26.7

)

3.8

 

0.1

 

(10.1

)

(6.2

)

Messaging revenue

 

258

 

343

 

211

 

249

 

(16.6

)

 

(8.2

)

(24.8

)

(9.0

)

 

(6.3

)

(15.3

)

Data revenue

 

408

 

408

 

395

 

380

 

10.8

 

 

(10.8

)

 

13.9

 

 

(10.0

)

3.9

 

Fixed line revenue

 

225

 

259

 

91

 

108

 

(4.0

)

 

(9.1

)

(13.1

)

6.2

 

(20.5

)

(1.4

)

(15.7

)

Other service revenue

 

138

 

123

 

176

 

190

 

35.5

 

(11.0

)

(12.3

)

12.2

 

3.8

 

(0.7

)

(10.5

)

(7.4

)

Service revenue

 

2,441

 

3,059

 

3,020

 

3,217

 

(11.3

)

(0.3

)

(8.6

)

(20.2

)

4.1

 

(0.8

)

(9.4

)

(6.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Germany

 

UK

 

Italy

 

Spain

 

India

 

Vodacom

 

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

 

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

£m

 

Voice revenue

 

700

 

815

 

560

 

611

 

565

 

780

 

551

 

781

 

773

 

808

 

799

 

877

 

Messaging revenue

 

206

 

226

 

320

 

308

 

174

 

222

 

47

 

77

 

36

 

63

 

67

 

75

 

Data revenue

 

397

 

385

 

232

 

219

 

177

 

186

 

174

 

164

 

85

 

89

 

188

 

172

 

Fixed line revenue

 

418

 

468

 

12

 

12

 

130

 

157

 

78

 

84

 

5

 

3

 

36

 

53

 

Other service revenue

 

78

 

68

 

89

 

111

 

42

 

40

 

73

 

60

 

91

 

93

 

55

 

60

 

Service revenue

 

1,799

 

1,962

 

1,213

 

1,261

 

1,088

 

1,385

 

923

 

1,166

 

990

 

1,056

 

1,145

 

1,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% change

 

 

 

Germany

 

UK

 

Italy

 

Spain

 

India

 

Vodacom

 

 

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

Reported

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

(8.3

)

1.8

 

(3.8

)

(3.2

)

(21.4

)

(12.8

)

(20.8

)

(12.0

)

(6.3

)

11.0

 

(7.4

)

4.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

 

1      The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

2      From 1 October 2011 the Group revised its intra-group roaming charges. Whilst neutral to Group revenue and profitability, these changes have had an impact on reported service revenue by country and regionally since 1 October 2011. Whilst prior period reported revenue has not been restated, to ensure comparability in organic growth rates, country and regional revenue in the prior financial period have been recalculated based on the new pricing structure to form the basis for our organic calculations.

3      The sum of the regional amounts may not be equal to Group totals due to Non-Controlled Interests and Common Functions and intercompany eliminations.

 


 

ADDITIONAL INFORMATION

 

Reconciliation of adjusted earnings

 

 

 

Note

 

Reported

 

Adjustments

 

Adjusted

 

Six months ended 30 September 2012

 

 

 

£m

 

£m

 

£m

 

Operating profit

 

1

 

274

 

5,896

 

6,170

 

Non-operating income and expense

 

 

 

1

 

(1

)

 

Net financing costs

 

2

 

(767

)

(62

)

(829

)

(Loss)/profit before taxation

 

 

 

(492

)

5,833

 

5,341

 

Income tax expense

 

 

 

(1,394

)

14

 

(1,380

)

(Loss)/profit for the financial period

 

 

 

(1,886

)

5,847

 

3,961

 

Attributable to:

 

 

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

(1,977

)

5,854

 

3,877

 

– Non-controlling interests

 

 

 

91

 

(7

)

84

 

Basic (loss)/earnings per share

 

 

 

(4.01p)

 

 

 

7.86p

 

 

Notes:

1

Adjustment primarily relates to the £2,700 million impairment loss for Vodafone Italy and the £3,200 million impairment loss for Vodafone Spain.

2

Comprises a £62 million adjustment in relation to foreign exchange rate movements on certain intercompany balances.

 

 

 

 

Note

 

Reported

 

Adjustments

 

Adjusted

 

Six months ended 30 September 2011

 

 

 

£m

 

£m

 

£m

 

Operating profit

 

1

 

8,999

 

(2,964

)

6,035

 

Non-operating income and expense

 

2

 

(161

)

161

 

 

Net financing costs

 

3

 

(827

)

(66

)

(893

)

Profit before taxation

 

 

 

8,011

 

(2,869

)

5,142

 

Income tax expense

 

4

 

(1,367

)

170

 

(1,197

)

Profit for the financial period

 

 

 

6,644

 

(2,699

)

3,945

 

Attributable to:

 

 

 

 

 

 

 

 

 

– Equity shareholders

 

 

 

6,679

 

(2,717

)

3,962

 

– Non-controlling interests

 

 

 

(35

)

18

 

(17

)

Basic earnings per share

 

 

 

13.06p

 

 

 

7.75p

 

 

Notes:

 

1

Adjustment primarily relates to the £3,419 million gain arising from the disposal of the Group’s 44% interest in SFR, partially offset by the £450 million impairment loss for Vodafone Greece.

2

Adjustment primarily consists of losses in relation to equity investments.

3

Adjustment comprises a £66 million adjustment in relation to foreign exchange rate movements on certain intercompany balances.

4

Adjustment primarily consists of tax arising on the disposal of the Group’s 24.4% interest in Polkomtel.

 


 

ADDITIONAL INFORMATION

 

Mobile customers1

 

(in thousands)

 

Country

 

1 July
2012

 

Net
additions

 

30 September
2012

 

Prepaid2

 

Northern and Central Europe3

 

 

 

 

 

 

 

 

 

Germany

 

35,806

 

(709

)

35,097

 

55.5%

 

UK

 

19,067

 

247

 

19,314

 

44.2%

 

 

 

54,873

 

(462

)

54,411

 

51.5%

 

Other Northern and Central Europe

 

 

 

 

 

 

 

 

 

Netherlands

 

5,301

 

42

 

5,343

 

34.3%

 

Turkey

 

18,352

 

361

 

18,713

 

65.4%

 

Czech Republic

 

3,321

 

44

 

3,365

 

44.4%

 

Hungary

 

2,628

 

(16

)

2,612

 

50.4%

 

Ireland

 

2,201

 

(3

)

2,198

 

65.4%

 

Romania

 

7,798

 

76

 

7,874

 

57.8%

 

 

 

39,601

 

504

 

40,105

 

57.0%

 

Northern and Central Europe

 

94,474

 

42

 

94,516

 

53.8%

 

 

 

 

 

 

 

 

 

 

 

Southern Europe3

 

 

 

 

 

 

 

 

 

Italy

 

22,774

 

(39

)

22,735

 

82.3%

 

Spain

 

17,103

 

(759

)

16,344

 

37.2%

 

 

 

39,877

 

(798

)

39,079

 

66.3%

 

Other Southern Europe

 

 

 

 

 

 

 

 

 

Greece

 

4,295

 

19

 

4,314

 

63.6%

 

Portugal

 

6,139

 

128

 

6,267

 

82.4%

 

Albania

 

1,839

 

126

 

1,965

 

94.6%

 

Malta

 

324

 

13

 

337

 

84.9%

 

 

 

12,597

 

286

 

12,883

 

78.0%

 

Southern Europe

 

52,474

 

(512

)

51,962

 

68.8%

 

Africa, Middle East and Asia Pacific

 

 

 

 

 

 

 

 

 

India

 

153,708

 

(1,043

)

152,665

 

94.8%

 

Vodacom4

 

56,632

 

1,560

 

58,192

 

89.9%

 

 

 

210,340

 

517

 

210,857

 

93.4%

 

Other Africa, Middle East and Asia Pacific

 

 

 

 

 

 

 

 

 

Australia

 

3,251

 

(77

)

3,174

 

37.5%

 

Egypt

 

37,498

 

773

 

38,271

 

94.1%

 

Fiji

 

313

 

13

 

326

 

95.1%

 

Ghana

 

4,809

 

183

 

4,992

 

99.5%

 

New Zealand

 

2,370

 

(50

)

2,320

 

66.2%

 

Qatar

 

878

 

58

 

936

 

96.5%

 

 

 

49,119

 

900

 

50,019

 

86.7%

 

Africa, Middle East and Asia Pacific

 

259,459

 

1,417

 

260,876

 

92.1%

 

 

 

 

 

 

 

 

 

 

 

Group

 

406,407

 

947

 

407,354

 

80.1%

 

 

 

 

 

 

 

 

 

 

 

Memorandum:

 

 

 

 

 

 

 

 

 

Group’s share of VZW connections5

 

42,369

 

786

 

43,155

 

5.8%

 

Vodafone Group plus the Group’s share of VZW

 

448,776

 

1,733

 

450,509

 

66.3%

 

 

Notes:

                                               

1

Group customers represent subsidiaries on a 100% basis and joint ventures (being Italy, Australia and Fiji) based on the Group’s equity interests.

2

Prepaid customer percentages are calculated on a venture basis. At 30 September 2012 there were 513.6 million venture customers.

3

The Group revised its segment structure on 1 August 2012. See “Group structure” on page 41.

4

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

5

Includes VZW’s retail connections only, based on the Group’s equity interest. The definition of connections reported by Verizon Communications for VZW is the same as customers as reported by Vodafone.

 


 

OTHER INFORMATION

 

Notes:

 

1.

Vodafone and the Vodafone logo, Vodacom, M-Pesa and Vodafone One Net are trademarks of the Vodafone Group. Other product and company names mentioned herein may be the trademarks of their respective owners.

2.

All growth rates reflect a comparison to the six months ended 30 September 2011 unless otherwise stated.

3.

References to the “Q1” or “previous quarter” are to the quarter ended 30 June 2012 unless otherwise stated. References to “H1” are to the six months ended 30 September 2012, and references to “H1 2012” are to the six months ended 30 September 2011 unless otherwise stated. References to the “Q2” and “second quarter” are to the quarter ended 30 September 2012 unless otherwise stated. References to the “financial year” are to the financial year ending 31 March 2013 and references to the “prior financial year” are to the financial year ended 31 March 2012 unless otherwise stated. References to the “2011 financial year”, the “2012 financial year” and the “2013 financial year” are to the financial years ended/ending 31 March 2011, 2012 and 2013, respectively.

4.

All amounts marked with an “*” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and movements in foreign exchange rates. From 1 October 2011 the Group revised its intra-group roaming charges. Whilst neutral to Group revenue and profitability, these changes have had an impact on reported service revenue by country and regionally since 1 October 2011. Whilst prior period reported revenue has not been restated, to ensure comparability in organic growth rates, country and regional revenue in the prior financial period have been recalculated based on the new pricing structure to form the basis for our organic calculations.

5.

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

6.

Vodacom refers to the Group’s interest Vodacom Group Limited (‘Vodacom’) in South Africa and its subsidiaries, including its operations in the DRC, Lesotho, Mozambique and Tanzania.

7.

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

8.

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 2012

 

Definitions of terms

 

Term

Definition

HSPA+

An evolution of high speed packet access (‘HSPA’) or third generation (‘3G’) technology that enhances the existing 3G network with higher speeds for the end user.

ULL

Unbundled local loop.

 

 

 

For definitions of other terms please refer to pages 170 to 171 of the Group’s annual report for the year ended 31 March 2012.

 


 

OTHER INFORMATION

 

 

Forward-looking statements

 

This report 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 Group Chief Executive’s statement on pages 3 to 6 of this report and within the guidance for adjusted operating profit, free cash flow and adjusted EBITDA margin for the 2013 financial year on pages 6 and 8; expectations for the Group’s future performance generally, including adjusted EBITDA growth and capital expenditure; expectations regarding the Group’s 7% per annum dividend per share growth target; statements relating to Vodafone’s ongoing efficiency programme to deliver £300 million of absolute reduction in European opex; expectations regarding the operating environment and market conditions and trends, including customer usage, competitive and macroeconomic pressures and price trends; intentions and expectations regarding the development and launch of products, services and technologies either introduced by Vodafone or by Vodafone in conjunction with third parties or by third parties independently, including One Net, the launch of a number of additional features, including improved access to technical support, and the launch of LTE services in South Africa in 2013; expectations regarding smartphone adoption; expectations regarding Vodafone 2015, its plans for sustained investment in high speed data networks and the anticipated Group standardisation programme; growth in customers and usage; statements relating to the stabilisation of ARPU; expectations regarding spectrum licence acquisitions, including anticipated new 3G and 4G availability; expectations regarding adjusted operating profit, adjusted EBITDA margins, capital expenditure, free cash flow, and foreign exchange rate movements; expectations regarding capital expenditures; expectations regarding the integration or performance of current and future investments, associates, joint ventures, non-controlled interests and newly acquired businesses, including CWW and TelstraClear Limited, and the network sharing agreement with Telefónica; 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, including spectrum; 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, including, particularly, the exchange rate of sterling to the euro and the US dollar, or interest rates; the ability to realise benefits from entering into partnerships or joint ventures 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; and/or changes in tax legislation or final resolution of open tax issues which might impact the Group’s tax payments or effective tax rate.

 

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 our annual report for the year ended 31 March 2012. 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.

 

-ends-

 


 

Signatures

 

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

 

 

 

VODAFONE GROUP

 

PUBLIC LIMITED COMPANY

 

(Registrant)

 

 

 

 

 

 

Dated: November 19, 2012

By: /s/ R MARTIN

 

Name: Rosemary Martin

 

Title: Group General Counsel and Company Secretary