Interim Results - Part 5

Vodafone Group Plc 12 November 2002 Vodafone Group Plc Interim Results For the six months ended 30 September 2002 PART 5 NOTES TO THE INTERIM RESULTS (Continued) 3. Exceptional operating items Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Impairment of intangible and tangible fixed assets - (4,450) (5,100) Reorganisation costs - - (86) Share of exceptional operating items of associated undertakings and joint ventures - (65) (222) -------- -------- -------- - (4,515) (5,408) ======== ======== ======== 4. Exceptional non-operating items Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Amounts written off fixed asset investments (4) (300) (920) Profit on disposal of fixed asset investments 268 45 9 Profit on disposal of fixed assets - 7 10 Profit on disposal of Businesses 3 - 41 -------- -------- -------- 267 (248) (860) ======== ======== ======== 5. Tax on loss on ordinary activities Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m United Kingdom Corporation tax charge at 30% 120 144 187 -------- -------- -------- Overseas corporation tax Current tax: Current year 996 772 857 Prior year - (173) (322) -------- -------- -------- 996 599 535 -------- -------- -------- Total current tax 1,116 743 722 Deferred tax - origination of and reversal of timing differences 486 354 1,489 -------- -------- -------- Tax on loss on ordinary activities 1,602 1,097 2,211 Tax on exceptional items - (11) (71) -------- -------- -------- Total tax charge 1,602 1,086 2,140 ======== ======== ======== Parent and subsidiary undertakings 1,428 940 1,925 Share of associated undertakings and joint ventures 174 146 215 -------- -------- -------- 1,602 1,086 2,140 ======== ======== ======== 6. Earnings per share Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Loss for basic loss per share (4,336) (9,735) (16,155) Amortisation of goodwill 6,837 6,697 13,470 Exceptional operating items - 4,515 5,408 Exceptional non-operating items (267) 248 860 Tax on exceptional items - (11) (71) Share of exceptional items attributable to minority interests - (12) (14) -------- -------- -------- Earnings for adjusted earnings per share 2,234 1,702 3,498 ======== ======== ======== Weighted average number of shares (millions): Basic and adjusted 68,152 67,776 67,961 Diluted 67,690 67,543 67,715 7. Reconciliation of operating loss to net cash inflow from operating activities Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Operating loss (2,163) (7,089) (10,377) Exceptional items - 4,000 4,486 Depreciation 1,892 1,053 2,880 Amortisation of goodwill 5,335 10,962 5,767 Amortisation of other intangible fixed assets 23 19 34 Loss on disposal of tangible fixed assets 47 - 46 -------- -------- -------- Group EBITDA (note 1) 5,566 3,318 8,031 Working capital movements 116 322 98 Payments in respect of exceptional items (6) - (27) -------- -------- -------- Net cash inflow from operating activities 5,676 3,640 8,102 ======== ======== ======== (1)Group EBITDA is not a measure recognised under UK GAAP but is presented in order to highlight operational performance of the Group. 8. Analysis of net debt Other non-cash At 1 changes & At 30 April exchange September 2002 Cash flow movements 2002 #m #m #m #m Liquid resources 1,789 1,108 (202) 2,695 -------- -------- -------- -------- Cash at bank and in hand 80 35 2 117 -------- -------- -------- -------- 80 35 2 117 -------- -------- -------- -------- Debt due within one year (other than bank overdrafts) (1,219) 231 (747) (1,735) Debt due after one year (12,317) 58 799 (11,460) Finance leases (367) 55 (2) (314) -------- -------- -------- -------- (13,903) 344 50 (13,509) -------- -------- -------- -------- Net debt (12,034) 1,487 (150) (10,697) ======== ======== ======== ======== Included within net debt are bond issues maturing as follows: #m One year or less 132 More than one year but not more than two years 1,970 More than two years but not more than five years 3,277 More than five years 5,164 -------- 10,543 ======== 9. Summary of differences between UK and US GAAP The interim results have been prepared in accordance with UK Generally Accepted Accounting Principles ('UK GAAP'), which differ in certain significant respects from US Generally Accepted Accounting Principles ('US GAAP'). A description of the relevant accounting principles which differ materially is provided within Vodafone Group Plc's Annual Report & Accounts and Form 20-F for the year ended 31 March 2002. The effects of these differing accounting principles are as follows: Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Revenues in accordance with UK GAAP 14,898 8,906 22,845 Items decreasing revenues: Non-consolidated subsidiaries (2,101) (2,182) (4,162) Deferral of connection revenues (831) (155) (1,044) -------- -------- -------- Revenues in accordance with US GAAP 11,966 6,569 17,639 ======== ======== ======== Net loss in accordance with UK GAAP (4,336) (9,735) (16,155) Items (increasing)/decreasing net loss: Goodwill and other intangibles amortisation (2,985) (6,280) (9,719) Deferral of connection income 9 (20) (15) Capitalised interest 237 203 387 Income taxes 2,748 4,750 7,627 Minority interests 190 1,020 1,308 Loss on disposal of business - - (85) Other (37) (43) (36) -------- -------- -------- Net loss in accordance with US GAAP (4,174) (10,105) (16,688) ======== ======== ======== US GAAP basic loss per ordinary share (6.12)p (14.91)p (24.56)p ======== ======== ======== Shareholders' equity in accordance with UK GAAP 125,912 138,445 130,573 Items increasing / (decreasing) shareholders' equity: Goodwill and other intangibles - net of amortisation 63,317 62,067 61,765 Deferral of connection income (91) (105) (100) Capitalised interest 989 568 752 Cumulative deferred income taxes (48,250) (48,469) (46,996) Minority interests (5,738) (3,887) (5,514) Proposed dividends 542 492 511 Other (532) (103) (104) -------- -------- -------- Shareholders' equity in accordance with US GAAP 136,149 149,008 140,887 ======== ======== ======== 10.Proportionate financial information Six months Six months to to Year ended 30 Sept 30 Sept 31 March 2002 2001 2002 #m #m #m Proportionate turnover Mobile telecommunications: Northern Europe 3,565 3,133 6,516 Central Europe 2,585 2,343 4,694 Southern Europe 3,009 2,408 5,109 -------- -------- -------- Europe 9,159 7,884 16,319 Americas 2,907 2,839 5,638 Asia Pacific 3,155 2,517 5,373 Middle East and Africa 238 252 488 -------- -------- -------- 15,459 13,492 27,818 Other operations: Europe 380 381 821 Asia Pacific 678 453 1,160 -------- -------- -------- 16,517 14,326 29,799 ======== ======== ======== Reconciliation of proportionate turnover to statutory turnover Proportionate turnover 16,517 14,326 29,799 Add back: minority share of turnover in subsidiary undertakings 2,758 1,243 3,822 Deduct: turnover of joint ventures, associated undertakings and trade investments (4,377) (6,663) (10,776) -------- -------- -------- 14,898 8,906 22,845 ======== ======== ======== Proportionate EBITDA Mobile telecommunications: Northern Europe 1,379 1,028 2,264 Central Europe 1,174 1,026 2,068 Southern Europe 1,313 1,049 2,131 -------- -------- -------- Europe 3,866 3,103 6,463 Americas 1,010 1,000 1,907 Asia Pacific 1,042 567 1,321 Middle East and Africa 109 108 211 -------- -------- -------- 6,027 4,778 9,902 Other operations: Europe (2) (32) (8) Asia Pacific 178 31 199 -------- -------- -------- Proportionate EBITDA 6,203 4,777 10,093 Less: depreciation and amortisation, excluding goodwill (2,096) (1,648) (3,693) -------- -------- -------- Proportionate total Group operating profit before goodwill amortisation and exceptional items 4,107 3,129 6,400 ======== ======== ======== - Mobile telecommunications 4,151 3,321 6,688 - Other operations (44) (192) (288) Reconciliation of proportionate EBITDA to statutory EBITDA Proportionate EBITDA 6,203 4,777 10,093 Add back: minority share of EBITDA from subsidiary undertakings 1,028 507 1,333 Deduct: EBITDA of joint ventures, associated undertakings and trade investments (1,665) (1,966) (3,395) -------- -------- -------- 5,566 3,318 8,031 ======== ======== ======== Other information 1) Copies of the Group's Interim Report will be sent to all shareholders. Further copies will be available from the Company's registered office: The Courtyard 2-4 London Road Newbury Berkshire RG14 1JX England. 2) This report will also be available on the Vodafone Group Plc website: www.vodafone.com from 12 November 2002. For further information contact: Tim Brown, Group Corporate Affairs Director Melissa Stimpson, Director of Group Investor Relations Bobby Leach, Head of Group Financial Media Relations Darren Jones, Senior Investor Relations Manager Tel: +44 (0) 1635 673310 Tavistock Communications Lulu Bridges/John West Tel: +44 (0) 207 600 2288 Forward-Looking Statements This document contains 'forward-looking statements' within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group's financial condition, results of operations and businesses and certain of the Group's plans and objectives with respect to these items. In particular, forward-looking statements include statements with respect to Vodafone's expectations as to launch and roll-out dates for products and services, including, for example, 3G services, Vodafone live! and Vodafone Mobile Office; the ability to integrate our operations throughout the Group in the same format and on the same technical platform; the development and impact of new mobile technology, including the expected benefits of GPRS, 3G and other services and demand for such services; the completion of Vodafone's brand migration programme; growth in customers and usage, including improvements in customer mix; future performance, including turnover, ARPU, EBITDA, cash flows, costs, capital expenditures and improvements in margin, non- voice services and their revenue contribution; the ability to realise synergies through cost savings, revenue generating services, benchmarking and operational experience; future acquisitions, including increases in ownership in existing investments and pending offers for investments; mobile penetration rates; expectations with respect to long-term shareholder value growth; our ability to be the mobile market leader, overall market trends and other trend projections. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'anticipates', 'aims', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans' or 'targets'. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: changes in economic or political conditions in markets served by operations of the Group that would adversely affect the level of demand for mobile services; greater than anticipated competitive activity requiring changes in pricing models and/or new product offerings or resulting in higher costs of acquiring new customers or providing new services, or slower customer growth or reduced customer retention; the impact on capital spending from investment in network capacity and the deployment of new technologies, or the rapid obsolescence of existing technology; slower customer growth or reduced customer retention; the possibility that technologies, including mobile internet platforms, and services, including 3G services, will not perform according to expectations or that vendors' performance will not meet the Group's requirements; changes in the projected growth rates of the mobile telecommunications industry; the Group's ability to realise expected synergies and benefits associated with 3G technologies, the integration of our operations and those of recently acquired companies, the completion of the Group's brand migration programme and the consolidation of IT systems; future revenue contributions of both voice and non- voice services offered by the Group; lower than expected impact of GPRS, 3G and Vodafone live! and Vodafone Mobile Office on the Group's future revenues, cost structure and capital expenditure outlays; the ability of the Group to harmonise mobile platforms and any delays, impediments or other problems associated with the roll-out and scope of 3G technology and services and Vodafone live! and Vodafone Mobile Office in new markets; the ability of the Group to offer new services and secure the timely delivery of high- quality, reliable GPRS and 3G handsets, network equipment and other key products from suppliers; greater than anticipated prices of new mobile handsets; the ability to realise benefits from entering into partnerships for developing data and internet services and entering into service franchising and brand licensing; the possibility that new, unexpected strategic opportunities may arise in the next two to three years, the pursuit of which could be in the best interests of Vodafone's shareholders and that future acquisitions that we believe to be in the best interests of Vodafone's shareholders may have a negative short or medium-term impact on one or more of the measurements of our financial performance; any unfavourable conditions, regulatory or otherwise, imposed in connection with pending or future acquisitions or dispositions; changes in the regulatory framework in which the Group operates, including possible action by the European Commission regulating rates the Group is permitted to charge; the Group's ability to develop competitive data content and services which will attract new customers and increase average usage; the impact of legal or other proceedings against the Group or other companies in the mobile telecommunications industry; changes in exchange rates, including particularly the exchange rate of the pound to the euro, US dollar and the Japanese yen; the possibility that, in connection with the agreement to purchase BT and SBC's interests in Cegetel, Vivendi will pre-empt our offer on one or both stakes or will not comply with the Cegetel shareholders' agreement or delay its compliance or interpose obstacles thereby delaying significantly our ability to gain control of the management of Cegetel or influence its strategic or value generative decisions or otherwise limit the Group's ability to realise benefits of increased ownership, and that, in connection with the Group's offer to Vivendi for its stakes in Cegetel, Vivendi may decline the Group's offer; and the risk that, upon obtaining control of certain investments, the Group discovers additional information relating to the businesses of that investment leading to restructuring charges or write-offs or with other negative implications. 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 'Risk Factors' on pages 29 and 30 of Vodafone's Annual Report & Accounts and Form 20-F for the year ended 31 March 2002. 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. Neither Vodafone nor any of its affiliates intends to update these forward-looking statements. This information is provided by RNS The company news service from the London Stock Exchange
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