sir christopher gent vodafone group plc2002/11/12 · 9% 20% 10% 11% (1%) germany italy united...
TRANSCRIPT
Sir Christopher GentChief Executive
Vodafone Group Plc
Agenda
• Summary of Results• Analysis of Results• Group Funding• Progress on KPIs• Products and Services• Outlook and Q&A
Sir Christopher Gent
Ken Hydon
Julian Horn-Smith
Sir Christopher Gent
Results Overview
• Exceeded market expectations• Good turnover growth• Excellent EBITDA margin improvement
*Before goodwill and exceptional items
• Strong operating profit*, PBT* and EPS*• Very good proportionate EBITDA growth• Outstanding free cash flow generation
Statutory Highlights
Sep 02 Change Group Turnover £14.9bn +67% Group Operating Profit £4.6bn +37% Profit Before Taxation £4.2bn +41% Adjusted EPS 3.28 pence +31%
1
1
1
2
1 Before goodwill and exceptional items2 Change on same period last year
Proportionate Highlights
Sep 02 Change
Turnover £16.5bn +15% EBITDA £6.2bn +30% Registered customers 107.5m +12%
1
2
1 Change on same period last year2 Before exceptional items
Margin Improvement
0%
10%
20%
30%
40%Se
p-01
Sep-
02
Proportionate Mobile EBITDA Margin*
3.6 pp39.0%
* before exceptional items
0%
10%
20%
30%
40%
Sep-
01
Sep-
02
Proportionate Group EBITDA Margin*
4.7 pp
* after exceptional items
37.6%
Cash Flow Highlights
Strong turnover
Improved margins
Lower capex
• Free cash flow of £2.9bn• Capex £2.7bn; Capital efficiency 17.9%• Lower group net debt of £10.7bn
Operational Highlights
Customer Growthi Ahead of our expectations:i Better organic growthi Stake increases
ARPU i Up in some key marketsi In line with our expectations
EBITDA Margin Performancei Better overhead managementi Control over acquisition/retention
costsi J-Phone 32.0% up from 20.5%
Rise in Data Revenuesi 13.2% for year to September i 14.3% in month of September
ServicesLaunch of Vodafone live! and Vodafone Mobile Office
Acquisition Highlights
• Agreement to acquire BT’s and SBC’s stakes in Cegetel for €6.3bn
– Management Control– Pro-rata offer to Vivendi renewed at same price;
offer expires end of pre-emption period: 10 Dec• Stake increases:
– Portugal: 50.9% - 61.4%– Sweden: 71.1% - 74.7%– Buy out of minority in Vodafone AG
Dividend Growth
0.00
0.10
0.20
0.30
0.40
0.50
0.60
0.70
0.80
0.90
Sep-99 Sep-00 Sep-01 Sep-02
Div
iden
d pe
r Sha
re
5%
10%5%
Ken HydonGroup Financial Director
Vodafone Group Plc
Statutory Results6 months to 30 September
2002£m
2001£m
Increase%
Turnover 14,898 8,906 67
Group operating profit* 4,640 3,392 37Net interest payable (390) (381) 2
Profit before tax* 4,250 3,011 41Tax (1,602) (1,086)
Goodwill amortisation (6,837) (6,697)Exceptional items 267 (4,763)Minority interests (414) (200)
Loss for the period (4,336) (9,735)
Basic loss per share (6.36p) (14.36p)Adjusted earnings per share* 3.28p 2.51p
• Before amortisation of goodwill and exceptional items as detailed in notes 3 & 4 of the Interim Results
published on 12 November 2002
Adjusted EPS* (Pence)
1.54
2.00
2.512.64
3.28
H1/01 H2/01 H1/02 H2/02 H1/03
DividendsDividend per share history (1989 - 2003)
-
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003
Year ended 31 March
Penc
e pe
r Sha
re
Interim dividend Final dividend
• Growth based on:– Revenue– Earnings– Free Cash Flow
• Interim dividend– 10% increase– Dividend of 0.79464p– Total > £0.5bn
Proportionate ResultsMobile Turnover
6 Months to 30 September
2002 £m
Total Growth
%Germany 2,246 9Italy 1,598 20United Kingdom 2,000 11Other Europe 3,315 23
Total Europe 9,159 16Americas 2,907 2Japan 2,602 29Other Asia Pacific 553 11Middle East & Africa 238 (6)
Total Mobile 15,459 15
* Japan adjusted to rephase the March 2002 retrospective inter-operator
fee reduction
Organic Service Revenue and Organic Average Customer Growth
5%
11%
8% 8%
13%
10%
4%
9%
20%
10% 11%
(1%)
Germany Italy UnitedKingdom
UnitedStates
Japan* Group
Service revenue growth Average customer growth
Proportionate presentation is not a recognised measure under UK GAAP, is not intended to replace it and is only provided as supplemental data to facilitate a more detailed understanding and assessment of the consolidated financial statements prepared in accordance with UK GAAP.
Proportionate ResultsMobile EBITDA*
6 Months to 30 September
2002 £m
Total Growth
%
Organic Growth
%
Margin
%Germany 1,038 11 8 46.2Italy 789 20 17 49.4United Kingdom 739 31 31 37.0Other Europe 1,300 37 25 39.2
Total Europe 3,866 25 19 42.2Americas 1,010 1 6 34.7Japan 833 102 58 32.0Other Asia Pacific 209 36 27 37.8Middle East & Africa 109 1 36 45.8
Total Mobile 6,027 26 21 39.0
* Before exceptional items
Mobile EBITDA* Margin
32.3%33.4%
35.4% 35.8%
39.0%
25%
27%
29%
31%
33%
35%
37%
39%
41%
H1/01 H2/01 H1/02 H2/02 H1/03
Proportionate presentation is not a recognised measure under UK GAAP, is not intended to replace it and is only provided as supplemental data to facilitate a more detailed understanding and assessment of the consolidated financial statements prepared in accordance with UK GAAP.
Proportionate ResultsOther Operations
* Before exceptional items
Other Operations:
• Arcor
• Japan Telecom
• Vizzavi
• Cegetel
6 Months to 30 September2002
£m2001
£mGrowth
%Turnover - Europe 380 381 - - Asia 678 453 50
Total Turnover 1,058 834 27
EBITDA* - Europe (2) (32) N/A - Asia 178 31 474
Total EBITDA* 176 (1) N/A
Proportionate presentation is not a recognised measure under UK GAAP, is not intended to replace it and is only provided as supplemental data to facilitate a more detailed understanding and assessment of the consolidated financial statements prepared in accordance with UK GAAP.
Cash Flow 6 months to 30 September
2002£m
2001£m
Increase%
Operating cash flow 5,676 3,640 56Capital expenditure (2,670) (1,781) 50Licences (59) (223) (74)
Operating free cash flow 2,947 1,636 80Tax paid (154) (545) (72)Net interest paid (211) (449) (53)Dividends received & other 296 (1) N/A
Free cash flow 2,878 641 349Acquisitions (1,600) (8,593)
Disposals 686 2,320Share placement - 3,510Group dividends (511) (486)Other (116) 90
Net debt decrease/(increase) 1,337 (2,518)
Analysis of Operating Cash Flow
Germany19%
Italy19%
United Kingdom
14%
Japan23%
Other Europe
20%
Other2%
Other Mobile
3%
Tangible Capital Expenditure
September 2002:
• £2.7 billion
• Excludes licences
• Capitalised internal costs < 5%
• 20% on 3G
Analysis of Tangible Capital Expenditure
Germany19%
Italy11%
Japan27%
United Kingdom
9%
Other Europe
15%
Other Mobile
3%
Other Operations
16%
Tangible Capital Expenditure
Analysis of Tangible Capital Expenditure
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Germany Italy UnitedKingdom
Japan TotalGroup
3G Other
March 2003:
• > £5.5 billion
• Savings:– Rephasing
– Efficiencies
• 35% on 3G
Net DebtNet Debt vs Group EBITDA*
(£ Billions)
13.2
6.7
9.2
12.0
10.7
4.0
5.36.3
8.2
10.7
H1/01 H2/01 H1/02 H2/02 H1/03
Net debt Group EBITDA* (12 months)
3.3x
1.3x
1.5x
1.5x1.0x
• £10.7 bn at 30 September 2002
• 19% of market capitalisation
• 2002/3 transactions:– France (41.0%) - £4.0 bn
(subject to pre-emption)
– Spain (6.2%) - £1.3 bn
• Committed to single ‘A’ credit rating
• Investment appraisal* Before exceptional items. Includes dividends
received from joint ventures and associates.
Summary
• Strong growth:– Service revenue– Adjusted earnings per share– Operating free cash flow
• Financial strength
• Returns to shareholders
Julian Horn-SmithGroup Chief Operating Officer
Vodafone Group Plc
Excellent Operating Performance
• Proportionate revenue up 15%• Good customer growth• Higher usage levels• New services• Improved customer mix• Improved EBITDA margins• Strong cash flow
Organic Proportionate Customer Growth
0
20,000
40,000
60,000
80,000
100,000
120,000
Sep-01 Sep-02
Org
anic
Pro
porti
onat
e C
usto
mer
s (0
00s)
Northern Europe, Middle East & Africa Central Europe Southern Europe Americas Asia Pacific
10%
Regional Growth
29%
11%
7%
2%
12%
8%
10%
Improved Customer Mix*
39%
60%71%
61%
40%29%
0%
20%
40%
60%
80%
100%
H1 01/02 H2 01/02 H1 02/03
Contract Prepaid* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
Germany Net Additions
(600)
(500)
(400)
(300)
(200)
(100)
0
100
200
300
400
Q3 01/02 Q4 01/02 Q1 02/03 Q2 02/03
Net
add
ition
s (0
00s)
Contract Prepaid
49%
Japan Gross Additions25%
27%
48%
J-Phone Vodafone NTT KDDI
23%
J-Ph
26%
51%
one Vodafone NTT KDDI
Q1 02/03 Q2 02/03
(100)
0
100
200
300
400
500
600
700
800
900
Q1 02/03 Q2 02/03
Net
Add
ition
s (0
00s)
Verizon Wireless Cingular Sprint AT&T
US Net Customer Additions
Annualised Quarterly ARPU*
0
100
200
300
400
500
Jun-01 Sep-01 Dec-01 Mar-02 Jun-02 Sep-02Quarter ending
Annu
alis
ed Q
uarte
rly A
RPU
(£)
Contract Prepaid Total
* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
Outgoing ARPU*
60
65
70
75
80
85
90
95
Q1 01/02 Q1 02/03 Q2 01/02 Q2 02/03
Annu
alis
ed Q
uarte
rly O
utgo
ing
ARPU
(£)
* Subsidiaries over 65% penetration
Contract Minutes and Usage*
10,000
12,000
14,000
16,000
18,000
20,000
22,000
24,000
Q1 01/02 Q2 01/02 Q3 01/02 Q4 01/02 Q1 02/03 Q2 02/03
Con
tract
min
utes
(milli
ons)
180
182
184
186
188
190
192
194
196
198
200
Mon
thly
cont
ract
voi
ce m
inut
es p
er c
usto
mer
Total contract minutes Minutes per contract customer* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
GermanyPrepaid ARPU & Usage
50
55
60
65
70
75
80
85
90
Q1 01/02 Q2 01/02 Q3 01/02 Q4 01/02 Q1 02/03 Q2 02/03
Prep
aid
Annu
alis
ed Q
uarte
rly A
RPU
(£)
30
31
32
33
34
35
36
37
38
39
Prep
aid
mon
thly
min
utes
of u
se p
er c
usto
mer
Prepaid ARPU Prepaid Usage
GermanyYear on Year movements
(10%)
(8%)
(6%)
(4%)
(2%)
0%
2%
4%
6%
8%
10%
12%
Q1 02/03 Q2 02/03
Customers Minutes Service Revenue
(8%)(9%)
12%
9%
4%0%
GermanyHalf Year Annualised ARPU
100
120
140
160
180
200
H1 01/02 H1 02/03
Half
Year
Ann
ualis
ed A
RPU
(£)
2001/02 ARPU Mix Uplift
9%6%3%
250
255
260
265
270
275
280
285
290
295
300Q
1 01
/02
Q2
01/0
2
Q3
01/0
2
Q4
01/0
2
Q1
02/0
3
Q2
02/0
3
Annu
alis
ed Q
uarte
rly A
RPU
(£)
750
800
850
900
950
1,000
Qua
rterly
Ser
vice
Rev
enue
(£m
illion
s)
ARPU Quarterly Service Revenue
ARPU and Service Revenue Other Major Markets
ItalyUK
170
180
190
200
210
220
230
Q1
01/0
2
Q2
01/0
2
Q3
01/0
2
Q4
01/0
2
Q1
02/0
3
Q2
02/0
3
Annu
alis
ed Q
uarte
rly A
RPU
(£)
800
850
900
950
1,000
1,050
Qua
rterly
Ser
vice
Rev
enue
(£m
illion
s)
ARPU Quarterly Service Revenue
Usage Campaigns
ARPU Trend*
60%
65%
70%
75%
80%
85%
90%
95%
100%
105%
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24Months since 50% penetration level reached
AR
PU
rela
tive
to m
onth
1
Germany Japan UK Italy
Japan Sept-02Germany Dec-01UK Aug-01Italy Mar-01
*Slide represents comparative performance of Japan with the largest controlled networks in Europe. Month 1 represents ARPU when 50% mobile penetration of the market is reached
78%
152%
116%
100%
60%
70%
80%
90%
100%
110%
120%
130%
140%
150%
160%
Voice only users Average of allusers
Web and Mailusers
Packet users
Relative ARPU of voice and data users*
* J-Phone billing data for September 2002, Tokyo area. Analysis based on customer revenue(i.e. excludes incoming revenue).
J-Phone Vodafone
40%
42%
44%
46%
48%
50%
52%
Q1 01/02 Q2 01/02 Q3 01/02 Q4 01/02 Q1 02/03 Q2 02/03
SM
S P
enet
ratio
n
60
62
64
66
68
70
72
74
76
78
SM
S U
sage
per
Cus
tom
er p
er M
onth
Penetration Usage per active customer
* All subsidiaries excluding Japan due to different services offerings
Penetration and Customer Usage*SMS
Japan Handset Penetration
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Apr-02 May-02 Jun-02 Jul-02 Aug-02 Sep-02
Pen
etra
tion
of c
usto
mer
bas
e
Sha-mail and Movie Sha-mail capable handsets Non camera capable handsets
% Non Voice Revenue September 2002*
20%
16%
14%
10%
14%
0% 5% 10% 15% 20% 25%
Japan
Germany
UK
Italy
Group* 3.9%
1.8%
2.5%
2.1%
5.7%
Increase Sept 2001to Sept 2002
September 2002September 2001
* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
Churn
15%
20%
25%
30%
Jun-01 Sep-01 Dec-01 Mar-02 Jun-02 Sep-02Quarter ending
Annu
alis
ed Q
uarte
rly C
hurn
%
Contract Prepaid Total
Annualised Quarterly Churn*
* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
Acquisition and Retention Costs
0
25
50
75
100
125
150
Jun-01 Sep-01 Dec-01 Mar-02 Jun-02 Sep-02Quarter ending
Acq
uisi
tion
cost
per
gro
ss a
dditi
on (
£)
Contract Prepaid Total
Acquisition Cost per Gross Addition* Annualised Retention Cost per Customer*
0
5
10
15
20
25
30
35
40
Jun-01 Sep-01 Dec-01 Mar-02 Jun-02 Sep-
Quarter ending
Annu
alis
ed R
eten
tion
Cos
t per
Ave
rage
Cus
tom
er (
£)
Contract Prepaid Total
* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
02
Subsidiary Customer Base Costs*
0
100
200
300
400
500
600
700
800
900
Q1 01/02 Q2 01/02 Q3 01/02 Q4 01/02 Q1 0203 Q2 0203
Acqu
isitio
n an
d R
eten
tion
Net C
osts
(£m
)
0%
2%
4%
6%
8%
10%
12%
14%
16%
% S
tatu
tory
Tur
nove
r (M
obile
)
SRC SAC % Statutory Turnover (Mobile)
*All mobile subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation. Amounts stated net of handset revenues, connection and upgrade fees.
Cost per Upgrade*
0
20
40
60
80
100
120
140
Q1 01/02 Q2 01/02 Q3 01/02 Q4 01/02 Q1 01/03 Q2 01/03
Upg
rade
cos
ts p
er u
pgra
de (£
)
500
750
1,000
1,250
1,500
1,750
Vol
ume
of u
pgra
des
('000
)
UpgradesCost per Upgrade
* All subsidiaries excluding Japan, where the loyalty programme is currently being revamped
22.0%
22.5%
23.0%
23.5%
24.0%
24.5%
25.0%
H1 01/02 H1 02/03
% S
tatu
tory
Tur
nove
r (M
obile
) 5% decrease
*All mobile subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation.Operating expenses comprise sales and administration costs together with network operating, leased line and customer care costs.
as % Statutory Turnover*Operating Expenses
Customers per FTE*
1,550
1,600
1,650
1,700
1,750
1,800
1,850
1,900
Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 2003 Q2 2003
Cust
omer
s pe
r FTE
0%
10%
20%
30%
40%
50%
Payr
oll a
s %
ove
rhea
ds
Customers per FTE Payroll as % overheads
* All subsidiaries. For comparability purposes Japan is included for periods prior to its consolidation
Synergy Benefits
• Purchasing– Infrastructure– Handsets
• Product development & advertising• Benchmarking & best practice
Ahead of FY 2003 Mannesmann synergy target year to date
New Service PropositionsCONSUMER
BUSINESS USER
Vodafone Mobile Office
Vodafone Mobile Office
Vodafone Network ready GPRS Data Card Kit
Prepaid Roaming
Largest Global Mobile Brand:
:
:
:
UK Australia Malta Fiji
Portugal Spain Ireland Greece Sweden Germany
Japan
Denmark Finland
Hungary Albania
Egypt
:
New Zealand
Netherlands
Italy
:
:
:
:UK Australia Malta
Portugal Spain Ireland Greece Sweden Germany
Japan
Denmark Finland
Hungary Albania
Egypt
:
New Zealand
Netherlands
Italy
Fiji
Kuwait
Conclusion
• Key operating measures performed ahead of expectations
• Strong brand and service offering give unique market differentiation
• Compelling platform for the future
Sir Christopher GentChief Executive
Vodafone Group Plc
Impact of France
• Increase customer numbers• Increase turnover• Increase EBITDA• Increase free cash flow
EPS pre goodwill accretive
Revenue Outlook 2H 2003
• Sustain organic growth from 1H• Incremental stake increase in Spain
• Improvement in customer mix• Improvement in activity• Increase voice and data usage
Net customer growth > 10% on last year
ARPU continuing to rise in some key markets
Double digit proportionate revenue growth
Effect of New Data Services
• Vodafone live! and Vodafone Mobile Office
• Impact in 2H 2004• Reach a critical mass of customers
• Networking effect of mobile to mobile
EBITDA Margin Outlook2H 2003
• Full year up on last year’s 35.6% margin• 2H 03 should be > 2H 02’s 35.8% margin• 2H 03 < 1H 03
– Impact of launch of new services– Don’t expect increased acquisition or retention
costs– Incoming rate reductions in some markets– Appreciation of Pound
Business Outlook2H 2003
• Increase in depreciation– Opening 3G network in Japan– Incremental capex
• Operating profit down on 1H 03 but significantly up on 2H 02
• European 3G networks to open in 2003• Capex > £5.5bn• Strong free cash flow
Transactions Outlook
• No significant transactions envisaged• Continue to increase stakes in quoted
subsidiaries• Final stage of Spanish put expected• Possible transaction in France
Expected Outlook FY 2004
• Average customer growth > 10%• Continued rise in ARPU in some key markets• Double digit proportionate revenue growth• Modest margin improvement• Proportionate EBITDA growth > 15%• Good progress on increasing EPS• Similar capex level to FY 2003, improving efficiency• Impact of new data environments
Conclusion
• Transition to new growth environment– Financial performance better than
expectations• Convinced of long-term revenue growth
opportunities• Good year-on-year growth• Very confident in future prospects
Forward-Looking StatementsThis presentation, including the speeches being made today, contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995with 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, 3Gservices, 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; thedevelopment 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’sbrand 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; mobilepenetration rates; expectations with respect to long-term shareholder value growth; our ability to remain the mobile market leader, overall market trends and other trendprojections. 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 toevents 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 thoseexpressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: changes in economic or political conditions in marketsserved by operations of the Group that would adversely affect the level of demand for mobile services; greater than anticipated competitive activity requiring changes in pricingmodels 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 customergrowth or reduced customer retention; the possibility that technologies, including mobile internet platforms, and services, including 3G services, will not perform according toexpectations or that vendors’ performance will not meet the Group’s requirements; changes in the projected growth rates of the mobile telecommunications industry; the Group’sability to realise expected synergies and benefits associated with 3G technologies, the integration of our operations and those of recently acquired companies, the completion ofthe 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 thanexpected 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 theGroup 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, networkequipment and other key products from suppliers; greater than anticipated prices of new mobile handsets; the ability to realise benefits from entering into partnerships fordeveloping data and internet services and entering into service franchising and brand licensing; the possibility that new, unexpected strategic opportunities may arise in the nexttwo 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 ofVodafone’s shareholders may have a negative short or medium-term impact on one or more of the measurements of our financial performance; any unfavorable conditions,regulatory or otherwise, imposed in connection with pending or future acquisitions or dispositions; changes in the regulatory framework in which the Group operates, includingpossible 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 willattract 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 theagreement 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 ordelay its compliance or interpose obstacles thereby delaying significantly our ability to gain control of the management of Cegetel or influence its strategic or value generativedecisions 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 containing control of certain investments, the Group discovers additional information relating to the businesses of thatinvestment 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 canbe 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 oralforward-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 factorsreferred to above. Neither Vodafone nor any of its affiliates intends to update these forward-looking statements.