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REG - Vodafone Group Plc - Half-year Report <Origin Href="QuoteRef">VOD.L</Origin> - Part 5

- Part 5: For the preceding part double click  ID:nRSN3828Wd 

to sell approximately 90 million ordinary shares in Vodacom
(the 'Placing Shares') to institutional investors by way of an accelerated bookbuild process (the 'Placing'). The Placing
Shares represented 5.2% of Vodacom's ordinary share capital. The objective of the Placing was to ensure that Vodacom meets
the free float requirement and to restore Vodafone's shareholding in Vodacom to a percentage that is broadly similar to
that which it held prior to implementation of the Safaricom Transaction. 
 
It was further announced on 6 September 2017 that VIHBV had sold an aggregate of 90 million ordinary shares in Vodacom
raising gross proceeds of approximately E955 million. Following the completion of the Placing, Vodafone Group indirectly
owns 64.5% of Vodacom's ordinary share capital. Vodafone remains committed to Vodacom and intends to retain a controlling
majority shareholding in Vodacom for the long-term. 
 
Vodafone Malta 
 
On 24 May 2017 Vodafone announced an agreement to combine Melita Ltd ('Melita') and Vodafone Malta Ltd ('Vodafone Malta')
to create a new fully integrated communications company in Malta (together, the 'Combined Company'). 
 
At completion, the current shareholders of Melita will own 51% of the Combined Company and Vodafone Europe B.V. ("VEBV"),
the current shareholder of Vodafone Malta, will own the remaining 49% (excluding the dilutive effect of management
incentivisation plans for the Combined Company). In addition, on completion, Vodafone will receive an estimated cash
payment of E120 million which will be used for general corporate purposes. Melita's shareholders will receive an estimated
cash payment of E33 million. 
 
The transaction is conditional on approval from the Malta Competition and Consumer Affairs Authority and a decision is
expected before the end of the 2017 calendar year. 
 
Mandatory Convertible Bonds ('MCB') 
 
In order to satisfy the first tranche of the MCB, 729.1 million shares were reissued from treasury shares on 25 August 2017
at a conversion price of £1.9751. This reflected the conversion price at issue (£2.1730) adjusted for the pound sterling
equivalent of aggregate dividends paid in August 2016, February 2017, and August 2017. 
 
On 25 August 2017, Vodafone announced the commencement of a new irrevocable and non-discretionary share buy-back programme
(the 'Programme'). The sole purpose of the Programme is to reduce the issued share capital of Vodafone and thereby avoid
any change in Vodafone's issued share capital as a result of the maturing of the first tranche of the MCB. 
 
As announced on 19 February 2016, when the MCB was issued, the Group also entered into an accompanying option structure.
This option structure ensured that the total cash outflow to execute the Programme will be broadly equivalent to the £1.44
billion raised on issuing the MCB, regardless of any differential between the conversion price and the ordinary share price
during the execution of the Programme. Therefore, the maximum pecuniary amount allocated to the Programme is £1.5 billion
(taking into account money received or paid under this accompanying option structure). 
 
The Programme is financed out of the proceeds from Vodafone's Verizon loan notes, which Vodafone received in two tranches
as partial consideration for the sale of its 45% stake in Verizon Wireless in 2014. Vodafone received US$2.5 billion in
cash in December 2016 following the redemption of the first tranche of these loan notes. 
 
Vodacom Tanzania 
 
On 8 August 2017, Vodacom Tanzania Public Limited Company ("Vodacom Tanzania"), a subsidiary of Vodacom Group, completed an
initial public offering to list 560 million shares (equating to 25% of the post offering issued share capital) at a fixed
price of 850 Tanzanian Shillings (TZS) to raise TZS 476 billion (US$213 million) (E178 million). 
 
15   Subsequent events 
 
Vodafone India 
 
On 13 November 2017, the Group announced that Vodafone India and Idea Cellular Limited ("Idea") have separately agreed to
sell their respective standalone tower businesses in India to ATC Telecom Infrastructure Private Limited for an aggregate
enterprise value of INR78.5 billion (US$1.2 billion, E1.0 billion). 
 
In the event that the completion of the sale of the standalone tower businesses precedes the completion of the proposed
merger of Vodafone India and Idea, Vodafone India will receive IRN38.5 billion (US$592 million, E505 million) and Idea will
receive INR40.0 billion (US$615 million, E525 million).  The receipt of these proceeds prior to completion was anticipated
and provided for in the merger agreement and hence would not affect the agreed terms of the Vodafone India and Idea merger,
including the amount of debt which Vodafone will contribute to the combined company at completion. 
 
Completion of the transaction is subject to customary closing conditions and receipt of necessary regulatory approvals, and
is expected to take place during the first half of calendar year 2018. 
 
INDEPENDENT REVIEW REPORT TO VODAFONE GROUP PLC 
 
Report on the unaudited condensed consolidated financial statements 
 
Our conclusion 
 
We have reviewed Vodafone Group Plc's unaudited condensed consolidated financial statements (the "interim financial
statements") in the half-year financial report of Vodafone Group Plc for the six month period ended 30 September 2017.
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are
not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial
Reporting', as issued by the International Accounting Standards Board and as adopted by the European Union, and the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. 
 
What we have reviewed 
 
The interim financial statements comprise: 
 
·      the Consolidated statement of financial position as at 30 September 2017; 
 
·      the Consolidated income statement and consolidated statement of comprehensive income for the period then ended; 
 
·      the Consolidated statement of cash flows for the period then ended; 
 
·      the Consolidated statement of changes in equity for the period then ended; and 
 
·      the explanatory notes to the interim financial statements. 
 
The interim financial statements included in the half-year financial report have been prepared in accordance with
International Accounting Standard 34, 'Interim Financial Reporting', as issued by the International Accounting Standards
Board and as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. 
 
As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting
Standards (IFRSs) as issued by the International Accounting Standards Board and as adopted by the European Union. 
 
Responsibilities for the interim financial statements and the review 
 
Our responsibilities and those of the directors 
 
The half-year financial report, including the interim financial statements, is the responsibility of, and has been approved
by, the directors. The directors are responsible for preparing the half-year financial report in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. 
 
Our responsibility is to express a conclusion on the interim financial statements in the half-year financial report based
on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of
complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing. 
 
What a review of interim financial statements involves 
 
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board
for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review procedures. 
 
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK)
and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might
be identified in an audit. Accordingly, we do not express an audit opinion. 
 
We have read the other information contained in the half-year financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the information in the interim financial statements. 
 
PricewaterhouseCoopers LLP 
 
Chartered Accountants 
 
14 November 2017 
 
London 
 
Notes: 
 
1.   The maintenance and integrity of the Vodafone Group Plc website is the responsibility of the directors; the work
carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the interim financial statements since they were initially
presented on the website. 
 
2.   Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions. 
 
ALTERNATIVE PERFORMANCE MEASURES 
 
In the discussion of the Group's reported operating results, alternative performance measures are 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 measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. 
 
Further information on the use of alternative performance measures is outlined on pages 205 to 213 of the Group's annual
report for the financial year ended 31 March 2017. 
 
Service revenue 
 
Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly
access charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect
charges for incoming calls. We believe that it is both useful and necessary to report this measure for the following
reasons: 
 
·      it is used for internal performance reporting; 
 
·      it is used in setting director and management remuneration; and 
 
·      it is useful in connection with discussion with the investment analyst community. 
 
A reconciliation of reported service revenue to the respective closest equivalent GAAP measure, revenue, are provided in
the section "Financial results" beginning on page 7. 
 
Adjusted EBITDA 
 
Adjusted EBITDA is operating profit excluding share of results in associates and joint ventures, depreciation and
amortisation, gains/losses on the disposal of fixed assets, impairment losses, restructuring costs arising from discrete
restructuring plans, other operating income and expense and significant items that are not considered by management to be
reflective of the underlying performance of the Group. We use adjusted EBITDA, in conjunction with other GAAP and non-GAAP
financial measures such as adjusted EBIT, 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
"Segmental analysis" to the unaudited condensed consolidated financial statements. 
 
Group adjusted EBIT, adjusted operating profit and adjusted earnings per share 
 
Group adjusted EBIT and adjusted operating profit exclude impairment losses, restructuring costs arising from discrete
restructuring plans, amortisation of customer bases and brand intangible assets, other operating income and expense and
other significant one-off items. Adjusted EBIT also excludes the share of results in associates and joint ventures.
Adjusted earnings per share also excludes 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 for internal performance reporting; 
 
·      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. 
 
Reconciliations of adjusted EBIT, adjusted operating profit and adjusted earnings per share to the respective closest
equivalent GAAP measures, operating profit and basic earnings per share, respectively, are provided in the "Financial
results" section beginning on page 7. 
 
Cash flow measures and capital additions 
 
In presenting and discussing our reported results, free cash flow (pre-spectrum), free cash flow, capital additions and
operating free cash flow are calculated and presented even though these measures are 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 (pre-spectrum) and free cash flow allows us and external parties to evaluate our liquidity and the
cash generated by our operations. Free cash flow (pre-spectrum) and capital additions do 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 or
financing activities. In addition, it does not necessarily reflect the amounts which we have an obligation to incur.
However, it does reflect the cash available for such discretionary activities, to strengthen the consolidated statement of
financial position or to provide 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; 
 
·      These measures are used by management for planning, reporting and incentive purposes; and 
 
·      These measures are useful in connection with discussion with the investment analyst community and debt rating
agencies. 
 
A reconciliation of cash generated by operations, the closest equivalent GAAP measure, to operating free cash flow, free
cash flow (pre-spectrum) and free cash flow, is provided below. 
 
                                                                            Restated  
                                                                   2017     2016      
                                                                   Em       Em        
 Net cash flow from operating activities                           5,821    5,820     
 Net tax paid                                                      400      468       
 Cash flow from discontinued operations                            (616)    (823)     
 Cash generated by operations (refer to note 10)                   5,605    5,465     
 Capital additions                                                 (3,263)  (3,526)   
 Working capital movement in respect of capital additions          (576)    (1,392)   
 Disposal of property, plant and equipment                         9        7         
 Restructuring payments                                            127      142       
 Operating free cash flow                                          1,902    696       
 Taxation                                                          (400)    (468)     
 Dividends received from associates and investments                284      129       
 Dividends paid to non-controlling shareholders in subsidiaries    (154)    (274)     
 Interest received and paid                                        (343)    (231)     
 Free cash flow (pre-spectrum)                                     1,289    (148)     
 Licence and spectrum payments                                     (747)    (138)     
 Restructuring payments                                            (127)    (142)     
 Free cash flow                                                    415      (428)     
 
 
Other 
 
A summary of certain other alternative performance measures included in this results announcement, together with details of
where additional information and reconciliation to the nearest equivalent GAAP measure can be found, is shown below. 
 
 Alternative performance measure                       Closest equivalent GAAP measure                               Location in this results announcement of reconciliation and further information  
 Adjusted profit before tax                            Profit before taxation                                        Taxation on page 17                                                              
 Adjusted effective tax rate                           Income tax expense as a percentage of profit before taxation  Taxation on page 17                                                              
 Adjusted income tax expense                           Income tax expense                                            Taxation on page 17                                                              
 Adjusted profit attributable to owners of the parent  Profit attributable to owners of the parent                   Earnings per share on page 18                                                    
 
 
Certain of the statements within the section titled "Chief Executive's Statement" on pages 2 to 5 contain forward-looking
alternative performance measures for which at this time there is no comparable GAAP measure and which at this time cannot
be quantitatively reconciled to comparable GAAP financial information. Certain of the statements within the section titled
"Guidance" on page 6 contain forward-looking alternative performance measures which at this time cannot be quantitatively
reconciled to comparable GAAP financial information. 
 
Organic growth and change at constant exchange rates 
 
All amounts in this document marked with an "*" represent "organic growth", which presents performance on a comparable
basis in terms of merger and acquisition activity and foreign exchange rates. Whilst organic growth is neither intended to
be a substitute for reported growth, nor is it superior to reported growth, we believe that these measures provide useful
and necessary information to investors and other interested parties for the following reasons: 
 
·      it provides additional information on underlying growth of the business without the effect of certain factors
unrelated to its operating performance; 
 
·      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). 
 
The Group's organic growth rates for all periods exclude the results of Vodafone India (excluding its 42% stake in Indus
Towers), which are now reported in discontinued operations, and exclude the results of Vodafone Netherlands following the
disposal of its consumer fixed business and subsequent merger into VodafoneZiggo, as well as the results of VodafoneZiggo
after the merger. In addition, operating segment organic service revenue growth rates for the quarter ended 30 June 2017
and the quarter and half year ended 30 September 2017 have been amended to exclude the adverse impact of changes to
intercompany interconnect rates. 
 
We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the
beginning and end of the current period, with such changes being explained by the commentary in this news release. If
comparatives were provided, significant sections of the commentary from the news release for prior periods would also need
to be included, reducing the usefulness and transparency of this document. 
 
Reconciliations of organic growth to reported growth are shown where used or in the tables below. 
 
                                                     Restated            Other activity (including  Foreign             
                                             2017    2016      Reported  M&A)                       exchange  Organic*  
                                             Em      Em        %         pps                        pps       %         
 Six months ended 30 September 2017                                                                           
 Revenue                                                                                                      
 Germany                             5,277   5,265   0.2       0.1       -                          0.3       
 Italy                               3,107   3,006   3.4       0.2       -                          3.6       
 UK                                  3,515   3,575   (1.7)     1.5       7.3                        7.1       
 Spain                               2,512   2,496   0.6       0.4       -                          1.0       
 Other Europe                        2,452   3,304   (25.8)    28.2      (0.3)                      2.1       
 Eliminations                        (88)    (103)                                                            
 Europe                              16,775  17,543  (4.4)     5.6       1.3                        2.5       
 Vodacom                             2,799   2,464   13.6      -         (6.8)                      6.8       
 Other AMAP                          2,900   3,422   (15.3)    -         22.6                       7.3       
 AMAP                                5,699   5,886   (3.2)     -         10.3                       7.1       
 Other                               675     664                                                              
 Eliminations                        (74)    (42)                                                             
 Total                               23,075  24,051  (4.1)     3.8       3.4                        3.1       
 India                               2,610   3,015   (13.4)    -         (2.4)                      (15.8)    
 
 
                                                                                                                                              Restated            Other activity (including  Foreign             
                                                                                                                                       2017   2016      Reported  M&A)                       exchange  Organic*  
                                                                                                                                       Em     Em        %         pps                        pps       %         
 Six months ended 30 September 2017                                                                                                                                                                    
 Adjusted EBITDA                                                                                                                                                                                       
 Germany                                                                                                                       1,929   1,788  7.9       (0.2)     -                          7.7       
 Italy                                                                                                                         1,200   1,104  8.7       0.1       -                          8.8       
 UK                                                                                                                            930     674    38.0      (1.6)     10.2                       46.6      
 Spain                                                                                                                         751     692    8.5       1.0       0.1                        9.6       
 Other Europe                                                                                                                  773     1,040  (25.7)    32.6      (0.4)                      6.5       
 Europe                                                                                                                        5,583   5,298  5.4       6.8       0.8                        13.0      
 Vodacom                                                                                                                       1,063   952    11.7      -         (7.3)                      4.4       
 Other AMAP                                                                                                                    790     940    (16.0)    0.1       30.4                       14.5      
                                                                                                                               Turkey  327    335       (2.4)     0.3                        22.5      20.4      
                                                                                                                               Egypt   214    356       (39.9)    -                          62.9      23.0      
 AMAP                                                                                                                          1,853   1,892  (2.1)     -         10.6                       8.5       
 Other                                                                                                                         (51)    (100)                                                           
 Total                                                                                                                         7,385   7,090  4.2       5.1       3.7                        13.0      
 India                                                                                                                         557     892    (37.6)    -         (1.6)                      (39.2)    
                                                                                                                                                                                                                 
 Group - Adjusted EBITDA excluding the impact of roaming, UK handset financing and regulatory settlements                      7,385   7,090  4.2       1.4       3.7                        9.3       
 Europe - Adjusted EBITDA excluding the impact of roaming, UK handset financing and regulatory settlements                     5,583   5,298  5.4       2.0       0.8                        8.2       
 UK- Adjusted EBITDA excluding the impact of handset financing,  regulatory settlements and the reallocation of central costs  930     674    38.0      (50.1)    10.2                       (1.9)     
                                                                                                                                                                                                                 
 Percentage point change in adjusted EBITDA margin                                                                                                                                           
 Europe                                                                                                                        33.3%   30.2%  3.1       0.2       (0.2)                      3.1       
 AMAP                                                                                                                          32.5%   32.1%  0.4       -         -                          0.4       
                                                                                                                               Turkey  22.8%  20.8%     2.0       0.0                        0.1       2.1       
                                                                                                                               Egypt   45.1%  44.7%     0.4       0.0                        (0.1)     0.3       
 Group                                                                                                                         32.0%   29.5%  2.5       0.2       0.1                        2.8       
                                                                                                                                                                                                                 
 Group adjusted EBITDA margin excluding the impact of roaming, UK handset financing and regulatory settlements                 32.0%   29.5%  2.5       (0.7)     0.1                        1.9       
                                                                                                                                                                                                                 
 Adjusted EBIT                                                                                                                                                                                         
 Europe                                                                                                                        1,555   1,217  27.8      40.0      (1.3)                      66.5      
 AMAP                                                                                                                          1,002   982    2.0       0.1       9.0                        11.1      
 Other                                                                                                                         (100)   (149)                                                           
 Total                                                                                                                         2,457   2,050  19.9      27.0      5.0                        51.9      
 India                                                                                                                         544     223    143.9     0.1       (7.5)                      136.5     
                                                                                                                                                                                                                 
 Adjusted operating profit                                                                                                                                                                             
 Europe                                                                                                                        1,572   1,212  29.7      38.6      (1.4)                      66.9      
 AMAP                                                                                                                          1,157   1,060  9.2       0.1       9.2                        18.5      
 Other                                                                                                                         (101)   (149)                                                           
 Total                                                                                                                         2,628   2,123  23.8      25.7      5.2                        54.7      
 India                                                                                                                         544     223    143.9     0.1       (7.5)                      136.5     
 
 
                                                                                                                         Restated            Other activity (including  Foreign             
                                                                                                                 2017    2016      Reported  M&A)                       exchange  Organic*  
                                                                                                                 Em      Em        %         pps                        pps       %         
 Six months ended 30 September 2017                                                                                                                                               
 Service revenue                                                                                                                                                                  
 Germany                                                                     5,062                               5,009   1.1       0.1       (0.1)                      1.1       
                                                                             Mobile service revenue              3,046   3,055     (0.3)     0.1                        -         (0.2)     
                                                                             Fixed service revenue               2,016   1,954     3.2       -                          -         3.2       
 Italy                                                                       2,673                               2,619   2.1       0.2       -                          2.3       
                                                                             Mobile service revenue              2,188   2,191     (0.1)     0.2                        -         0.1       
                                                                             Fixed service revenue               485     428       13.3      -                          0.1       13.4      
 UK                                                                          3,074                               3,401   (9.6)     0.1       6.7                        (2.8)     
                                                                             Mobile service revenue              2,377   2,634     (9.8)     0.1                        6.7       (3.0)     
                                                                             Fixed service revenue               697     767       (9.1)     -                          6.8       (2.3)     
 Spain                                                                       2,326                               2,273   2.3       0.5       -                          2.8       
 Other Europe                                                                2,324                               3,117   (25.4)    28.4      (0.3)                      2.7       
                                                                             Of which: Ireland                   469     484       (3.1)     0.3                        0.1       (2.7)     
                                                                             Of which: Portugal                  482     458       5.2       0.5                        -         5.7       
                                                                             Of which: Greece                    419     405       3.5       0.6                        (0.2)     3.9       
 Eliminations                                                                (86)                                (100)                                                            
 Europe                                                                      15,373                              16,319  (5.8)     5.3       1.3                        0.8       
                                                                             Mobile service revenue              11,046  12,052    (8.3)     6.4                        1.3       (0.6)     
                                                                             Fixed service revenue               4,327   4,267     1.4       1.8                        1.3       4.5       
 Vodacom                                                                     2,310                               2,084   10.8      -         (6.3)                      4.5       
                                                                             Of which: South Africa              1,778   1,563     13.8      -                          (9.0)     4.8       
                                                                             Of which: International operations  516     493       4.7       -                          1.3       6.0       
 Other AMAP                                                                  2,493                               2,907   (14.2)    0.1       23.6                       9.5       
                                                                             Of which: Turkey                    1,121   1,203     (6.8)     -                          21.1      14.3      
                                                                             Of which: Egypt                     460     766       (39.9)    -                          62.7      22.8      
                                                                             Of which: New Zealand               570     567       0.5       -                          (0.2)     0.3       
 Eliminations                                                                -                                   -                                                                
 AMAP                                                                        4,803                               4,991   (3.8)     -         10.8                       7.0       
 Other                                                                       490                                 542                                                              
 Eliminations                                                                (74)                                (41)                                                             
 Total service revenue                                                       20,592                              21,811  (5.6)     4.0       3.3                        1.7       
 Other revenue                                                               2,483                               2,240                                                            
 Revenue                                                                     23,075                              24,051  (4.1)     3.8       3.4                        3.1       
                                                                                                                                                                                            
 Other growth metrics                                                                                                                                                             
 Group - Enterprise service revenue                                          5,965                               6,426   (7.2)     5.8       2.4                        1.0       
 Group - Enterprise service revenue excluding the impact of regulation       5,965                               6,426   (7.2)     7.3       2.4                        2.5       
 Europe - Enterprise service revenue                                         4,701                               5,171   (9.1)     7.1       1.8                        (0.2)     
 AMAP - Enterprise service revenue                                           1,031                               1,024   0.7       -         6.1                        6.8       
 Group - IoT revenue                                                         367                                 352     4.3       7.2       1.2                        12.7      
 Europe - Service revenue excluding the impact of regulation and MTR cuts    15,373                              16,319  (5.8)     6.4       1.3                        1.9       
 Germany - Service revenue excluding the impact of regulation                5,062                               5,009   1.1       1.5       (0.1)                      2.5       
 Germany - Mobile service revenue excluding the impact of regulation         3,046                               3,055   (0.3)     2.2       -                          1.9       
 UK - Mobile service revenue the impact of regulation and handset financing  2,377                               2,634   (9.8)     3.4       6.7                        0.3       
 Ireland - Service revenue excluding the impact of regulation                469                                 484     (3.1)     5.0       0.1                        2.0       
 South Africa - Data revenue                                                 757                                 605     25.1      -         (10.1)                     15.0      
 South Africa - Voice revenue                                                737                                 712     3.5       -         (8.3)                      (4.8)     
 India - Revenue                                                             2,610                               3,015   (13.4)    -         (2.4)                      (15.8)    
 India - Service revenue                                                     2,601                               3,005   (13.4)    -         (2.4)                      (15.8)    
 
 
                                                                                                                                   Restated            Other activity (including  Foreign             
                                                                                                                           2017    2016      Reported  M&A)                       exchange  Organic*  
                                                                                                                           Em      Em        %         pps                        pps       %         
 Quarter ended 30 September                                                                                                                                                                 
 Service revenue                                                                                                                                                                            
 Germany                                                                               2,569                               2,530   1.5       0.1       -                          1.6       
                                                                                       Mobile service revenue              1,554   1,545     0.6       0.1                        -         0.7       
                                                                                       Fixed service revenue               1,015   985       3.0       -                          -         3.0       
 Italy                                                                                 1,354                               1,338   1.2       0.3       -                          1.5       
                                                                                       Mobile service revenue              1,109   1,120     (1.0)     0.3                        -         (0.7)     
                                                                                       Fixed service revenue               245     218       12.4      -                          (0.1)     12.3      
 UK                                                                                    1,510                               1,643   (8.1)     0.1       5.0                        (3.0)     
                                                                                       Mobile service revenue              1,170   1,281     (8.7)     0.1                        4.9       (3.7)     
                                                                                       Fixed service revenue               340     362       (6.1)     -                          5.5       (0.6)     
 Spain                                                                                 1,183                               1,145   3.3       0.6       -                          3.9       
 Other Europe                                                                          1,189                               1,589   (25.2)    28.2      (0.2)                      2.8       
                                                                                       Of which: Ireland                   234     242       (3.3)     0.4                        0.1       (2.8)     
                                                                                       Of which: Portugal                  250     237       5.5       0.7                        (0.1)     6.1       
                                                                                       Of which: Greece                    219     211       3.8       0.9                        (0.1)     4.6       
 Eliminations                                                                          (56)                                (55)                                                             
 Europe                                                                                7,749                               8,190   (5.4)     5.3       0.9                        0.8       
 Vodacom                                                                               1,133                               1,092   3.8       -         (0.4)                      3.4       
                                                                                       Of which: South Africa              875     829       5.5       -                          (1.6)     3.9       
                                                                                       Of which: International operations  253     250       1.2       -                          2.9       4.1       
 Other AMAP                                                                            1,240                               1,501   (17.4)    -         26.3                       8.9       
                                                                                       Of which: Turkey                    567     618       (8.3)     -                          23.0      14.7      
                                                                                       Of which: Egypt                     232     404       (42.6)    -                          63.6      21.0      
                                                                                       Of which: New Zealand               284     293       (3.1)     -                          4.0       0.9       
 Eliminations                                                                          -                                   -                                                                
 AMAP                                                                                  2,373                               2,593   (8.5)     -         14.7                       6.2       
 Other                                                                                 243                                 280                                                              
 Eliminations                                                                          (55)                                (26)                                                             
 Total service revenue                                                                 10,310                              11,037  (6.6)     4.0       3.9                        1.3       
 Other revenue                                                                         1,291                               1,149                                                            
 Revenue                                                                               11,601                              12,186  (4.8)     3.5       4.0                        2.7       
                                                                                                                                                                                                      
 Other growth metrics                                                                                                                                                                       
 Group - Enterprise service revenue                                                    2,961                               3,214   (7.9)     5.8       2.6                        0.5       
 Group - Enterprise service revenue excluding the impact of regulation                 2,961                               3,214   (7.9)     7.8       2.6                        2.5       
 Europe - Service revenue excluding the impact of regulation                           7,749                               8,190   (5.4)     6.6       0.9                        2.1       
 Germany - Service revenue excluding the impact of regulation                          2,569                               2,530   1.5       1.5       -                          3.0       
 Germany - Mobile service revenue excluding the impact of regulation                   1,554                               1,545   0.6       2.2       -                          2.8       
 UK - Service revenue excluding the impact of regulation and handset financing         1,510                               1,643   (8.1)     3.7       5.0                        0.6       
 UK - Mobile service revenue excluding the impact of regulation and handset financing  1,170                               1,281   (8.7)     4.8       4.9                        1.0       
 India - Revenue                                                                       1,223                               1,496   (18.2)    -         0.8                        (17.4)    
 India - Service revenue                                                               1,216                               1,495   (18.7)    -         0.9                        (17.8)    
 
 
                                                                                                                                   Restated            Other activity (including  Foreign             
                                                                                                                           2017    2016      Reported  M&A)                       exchange  Organic*  
                                                                                                                           Em      Em        %         pps                        pps       %         
 Quarter ended 30 June 2017                                                                                                                                                                 
 Service revenue                                                                                                                                                                            
 Germany                                                                               2,493                               2,479   0.6       -         -                          0.6       
                                                                                       Mobile service revenue              1,492   1,510     (1.2)     0.1                        -         (1.1)     
                                                                                       Fixed service revenue               1,001   969       3.3       -                          0.1       3.4       
 Italy                                                                                 1,319                               1,281   3.0       0.2       -                          3.2       
                                                                                       Mobile service revenue              1,079   1,071     0.7       0.1                        0.1       0.9       
                                                                                       Fixed service revenue               240     210       14.3      -                          0.1       14.4      
 UK                                                                                    1,564                               1,758   (11.0)    0.1       8.2                        (2.7)     
                                                                                       Mobile service revenue              1,207   1,353     (10.8)    0.1                        8.4       (2.3)     
                                                                                       Fixed service revenue               357     405       (11.9)    -                          8.0       (3.9)     
 Spain                                                                                 1,143                               1,128   1.3       0.3       -                          1.6       
 Other Europe                                                                          1,135                               1,528   (25.7)    28.7      (0.3)                      2.7       
                                                                                       Of which: Ireland                   235     242       (2.9)     0.2                        0.2       (2.5)     
                                                                                       Of which: Portugal                  232     221       5.0       0.3                        0.1       5.4       
                                                                                       Of which: Greece                    200     194       3.1       0.3                        (0.1)     3.3       
 Eliminations                                                                          (30)                                (45)                                                             
 Europe                                                                                7,624                               8,129   (6.2)     5.3       1.7                        0.8       
 Vodacom                                                                               1,177                               992     18.6      -         (13.0)                     5.6       
                                                                                       Of which: South Africa              903     734       23.0      -                          (17.4)    5.6       
                                                                                       Of which: International operations  263     243       8.2       -                          (0.3)     7.9       
 Other AMAP                                                                            1,253                               1,406   (10.9)    -         20.9                       10.0      
                                                                                       Of which: Turkey                    554     585       (5.3)     -                          19.2      13.9      
                                                                                       Of which: Egypt                     228     362       (37.0)    -                          61.6      24.6      
                                                                                       Of which: New Zealand               286     274       4.4       -                          (4.7)     (0.3)     
 Eliminations                                                                          -                                   -                                                                
 AMAP                                                                                  2,430                               2,398   1.3       0.1       6.5                        7.9       
 Other                                                                                 247                                 262                                                              
 Eliminations                                                                          (19)                                (15)                                                             
 Total service revenue                                                                 10,282                              10,774  (4.6)     4.1       2.7                        2.2       
 Other revenue                                                                         1,192                               1,091                                                            
 Revenue                                                                               11,474                              11,865  (3.3)     4.2       2.6                        3.5       
                                                                                                                                                                                                      
 Other growth metrics                                                                                                                                                                       
 Group - Enterprise service revenue                                                    3,004                               3,212   (6.5)     5.9       2.1                        1.5       
 Group - Enterprise service revenue excluding the impact of regulation                 3,004                               3,212   (6.5)     6.9       2.1                        2.5       
 Europe - Service revenue excluding the impact of regulation                           

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