Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Dated July 27, 2007

VODAFONE GROUP
PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE RG14 2FN, ENGLAND
(Address of principal executive offices)

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

Form 20-F þ            Form 40-F o

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

Yes o           No þ

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-110941) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-81825) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

This Report on Form 6-K contains Vodafone Group Plc’s (“Vodafone”) interim management statement for the quarter ended 30 June 2007.

All of the financial information presented in this document is unaudited.

This document contains forward-looking statements which are subject to risks and uncertainties because they relate to future events. In particular, such forward-looking statements include statements with respect to Vodafone’s expectations as to expected savings from cost reduction initiatives, including the IT AD&M programme; expectations as to levels of capital expenditure and operating expenditure; targeted revenue from the Group’s total communications initiatives; and the Group’s expectations for revenue, adjusted operating profit, capitalised fixed asset additions and free cash flow for the 2008 financial year contained within the outlook statement on page 5 of this document. Some of the factors which may cause actual results to differ from these forward-looking statements can be found by referring to the information under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in Vodafone Group Plc’s Annual Report on Form 20-F for the year ended 31 March 2007.

Vodafone, the Vodafone logos, Vodafone live!, Vodafone At Home, Vodafone Office, Vodafone Passport and Vodafone Mobile Connect are trademarks of the Vodafone Group.

References to ‘the previous quarter’ are to the quarter ended 31 March 2007 unless otherwise stated.

Eliminations within the Europe results table represent intercompany revenue between the segments within the Europe region.

The Group’s outlook for the year ending 31 March 2008 is contained in Vodafone’s Group Plc’s Annual Report on Form 20-F for the year ended 31 March 2007.

In presenting and discussing the Group’s reported operating results, certain information is derived from amounts calculated in accordance with IFRS but this information is not itself an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. An explanation as to the use of these measures and reconciliations to their nearest equivalent GAAP measures can be found beginning on page 10.

INTERIM MANAGEMENT STATEMENT FOR THE FIRST QUARTER

Vodafone Group Plc announced on 19 July 2007 its interim management statement for the quarter ended 30 June 2007.

The key highlights of the quarter are:

•

Group revenue of £8.3 billion, representing 7.5% growth on last year, with organic growth of 4.0%

•

Group service revenue growth of 8.0% with growth of 4.2% on an organic basis. Service revenue growth of 0.3% for Europe and 41.9% for EMAPA, or 1.4% and 18.2% on an organic basis, respectively.

•

9.1 million proportionate organic net mobile additions for the quarter compared with 4.8 million for the same quarter last year. Total proportionate mobile customer base at 30 June 2007 of 232.0 million

•

Group mobile customer base for subsidiaries and joint ventures of 200.4 million at 30 June 2007, including 30.8 million in Vodafone Essar in India. Organic net mobile additions of 9.3 million in the quarter

•

Further strong growth in retail net customer additions of 1.6 million at Verizon Wireless

•

2.6 million 3G devices added in the quarter, bringing the total 3G device base to 18.5 million. Growth of 35.3% in non-messaging data revenue, or 32.2% on an organic basis.

•

Vodafone At Home now available in 11 markets and Vodafone Office in 12 markets

•

Vodafone reiterates its current year outlook with the financial performance for the quarter in line with expectations

Arun Sarin, Chief Executive, commented:

“We have made a good start to the financial year, with a strong performance from the EMAPA region offsetting continued challenging markets in Europe. We continue to make progress in the execution of our strategic objectives. Our new Indian business has delivered strong growth in the quarter, with its integration into the Group progressing well. We are reiterating our guidance for the current financial year.”

GROUP REVIEW

Following the introduction of the Transparency Rules in the UK in January 2007, which implement the EU Transparency Directive, the Group is providing an interim management statement that provides details of the Group’s performance and financial position, together with any material events, for the quarter.

Operating review

														Impact of				Impact of
		Quarter ended 30 June								Reported				acquisitions				foreign				Organic
		2007				2006				growth				& disposals				exchange				growth
Group revenue		£m				£m				%				%				%				%
Total revenue			8,253				7,679				7.5				(5.3	)			1.8				4.0
Voice revenue			5,934				5,599				6.0				(6.7	)			1.9				1.2
Messaging revenue			950				851				11.6				(3.1	)			1.0				9.5
Data revenue			452				334				35.3				(4.6	)			1.5				32.2
Fixed line operators and DSL revenue			372				358				3.9				5.5				1.4				10.8
Other service revenue			5				—
Service revenue			7,713				7,142				8.0				(5.6	)			1.8				4.2

Group revenue increased by 7.5% to £8.3 billion. The net impact of acquisitions and disposals, principally due to Turkey and India, contributed 5.3 percentage points to revenue growth offset by 1.8 percentage points from adverse movements in exchange rates.

In the Europe region total revenue growth was flat year on year, but grew 1.1% on an organic basis, whilst the EMAPA region delivered growth of 40.7%, or 18.7% on an organic basis. The quarter showed continued strong performances in Spain and several of the Group’s emerging market operations, with sustained revenue growth in the UK. The overall competitive environment in Europe remains challenging.

Voice revenue grew by 6.0%, or by 1.2% on an organic basis, reflecting the continued strong growth in outgoing voice minutes offset by effective price declines, together with the expected impact from the Group’s European roaming price reductions and the cancellation of top up fees in Italy. Data revenue growth remains strong driven by business services and the increasing penetration of 3G devices, up over 100% since June last year to 18.5 million, supporting strong growth in connectivity revenue.

Group mobile customers in subsidiaries and joint ventures increased to 200.4 million at the end of the quarter from 163.0 million at 31 March 2007, with 30.8 million added through Vodafone Essar (formerly Hutchison Essar) in India. On a proportionate basis, the closing customer base reached 232.0 million, with 9.1 million organic proportionate mobile net additions in the quarter.

Review of strategic objectives

The Group continues to focus on executing against its strategic objectives.

Revenue stimulation and cost reduction in Europe

The Group’s focus in Europe is to drive additional usage and revenue from core voice and messaging services and to reduce the cost base.

Outgoing voice revenue declined 0.5% on the quarter in the Europe region, or grew by 0.5% on an organic basis, up slightly compared with the previous quarter. A 20.3% fall in effective price per minute has been offset by initiatives to stimulate additional usage, with 26.2% growth in total voice usage, including 15.6% growth on a per customer basis. Messaging revenue growth for the quarter was 7.5%, or 8.5% on an organic basis, up slightly on the previous quarter principally through successful propositions in Italy.

12.6 million Vodafone Passport customers are already benefiting from lower roaming prices. In addition, all European customers are benefiting from the Group having delivered on its commitment to reduce roaming prices by 40% in April 2007 compared with summer 2005.

The Group’s cost reduction programmes remain on track. The majority of operating companies have now started outsourcing IT application development and maintenance to EDS and IBM and the Group’s data centre consolidation programme is substantially complete. For the 2008 financial year, the Group expects for the total of the Europe region and common functions mobile capital expenditure to be 10% of mobile revenue and mobile operating expenses to be broadly stable when compared with the 2006 financial year.

Innovate and deliver on our customers’ total communications needs

The Group is targeting an additional 10% of revenue from its total communications initiatives over the next three years.

Fixed location pricing plans have now been launched in six markets for consumers and 12 markets for business customers. The Group now has 3.5 million Vodafone At Home customers on fixed location tariffs and 2.5 million Vodafone Office customers.

Vodafone is now offering fixed consumer broadband services through its mobile operations in ten markets, with four markets launching services since the end of May. In addition, Arcor in Germany had 2.2 million DSL customers at 30 June 2007, up 47% compared with June last year.

During the quarter, Germany, Italy, the Netherlands and the UK refreshed their mobile internet offering and launched fixed price browsing tariffs to encourage greater data usage, benefiting from partnerships with industry leading partners such as Google, YouTube, MySpace and eBay.

Since July 2007, the Group’s European customers have been able to benefit from lower data roaming charges, with a daily fixed rate of €12 for unlimited usage.

Overall, Group data revenues have increased by 35.3%, or by 32.2% on an organic basis, compared with the same quarter last year.

Deliver strong growth in emerging markets

Further strong performances have been delivered during the quarter in the Group’s emerging markets, with service revenue growth of 32.9% in Egypt, 16.6% in Romania and 0.6% from Vodacom, which on an organic basis was growth of 42.8%, 26.8% and 20.6% respectively.

The Group’s more recent acquisitions in India and Turkey have delivered strong year on year total revenue growth in local currency of 50% and 32% respectively, calculated by assuming the Group owned these businesses for the whole of both quarters.

Actively manage our portfolio to maximise returns

On 8 May 2007, the Group completed its acquisition of companies with interests in Vodafone Essar in India for a cash consideration of US$10.9 billion and acquired debt of approximately US$2 billion. The Group has also granted Essar options to sell all or part of its shareholding for a maximum consideration of US$5 billion between the third and fourth anniversary of the completion of the acquisition.

Net debt at 30 June 2007 has increased significantly since 31 March 2007 with the contribution from free cash flow generated in the quarter more than offset by the increase in net debt of approximately £9 billion resulting from the transactions and agreements in India.

On 18 July 2007, the Group received $1.3 billion in respect of a 4.99% stake in Bharti Airtel following an irrevocable agreement by a Bharti group company on 9 May 2007 to purchase 5.60% of Bharti Airtel by November 2008.

Outlook

The overall performance for the quarter is consistent with expectations and the Group is therefore reiterating its outlook statement for the year ending 31 March 2008. The Group’s expectations for average foreign exchange rates for the 2008 financial year are unchanged from those announced on 29 May 2007.

Group revenue is expected to be in the range of £33.3 billion to £34.1 billion. Adjusted operating profit is expected to be in the range of £9.3 billion to £9.8 billion, with the Group EBITDA margin lower year on year. Total depreciation and amortisation charges are anticipated to be around £5.8 billion to £5.9 billion, higher than the 2007 financial year, primarily as a result of the Vodafone Essar acquisition.

The Group expects capitalised fixed asset additions to be in the range of £4.7 billion to £5.1 billion, including in excess of £1.0 billion in India.

Reported free cash flow is expected to be in the range of £4.0 billion to £4.5 billion. This is after taking into account £0.6 billion of expected tax payments and associated interest in respect of the potential settlement of a number of long standing tax issues, a net cash outflow of approximately £0.8 billion anticipated in respect of India and £0.5 billion from deferred payments and the reversal of certain timing differences that benefited the 2007 financial year. The outlook for free cash flow is stated including the impact of known spectrum or licence payments only.

REGIONAL RESULTS

Europe

														Impact of
		Quarter ended 30 June								Reported				foreign				Organic
		2007				2006				growth				exchange				growth
		£m				£m				%				%				%
Total revenue			6,219				6,220				—				1.1				1.1
Voice revenue			4,315				4,469				(3.4	)			1.0				(2.4	)
Messaging revenue			764				711				7.5				1.0				8.5
Data revenue			398				312				27.6				1.3				28.9
Fixed line operator and DSL revenue			368				340				8.2				1.5				9.7
Other service revenue			5				—
Service revenue			5,850				5,832				0.3				1.1				1.4

														Impact of
		Quarter ended 30 June								Reported				foreign				Organic				Other				Underlying
		2007				2006				growth				exchange				growth				Adjustments(1)				growth
Service revenue		£m				£m				%				%				%				%				%
Germany			1,238				1,339				(7.5	)			1.2				(6.3	)			3.0				(3.0	)
Italy			1,005				1,051				(4.4	)			1.3				(3.1	)			3.5				0.4
Spain			1,110				1,001				10.9				1.6				12.5				5.4				17.9
UK			1,209				1,153				4.9				—				4.9				0.7				5.6
Arcor			375				346				8.4				1.5				9.9
Other			1,028				1,036				(0.8	)			1.4				0.6				4.1				4.7
Eliminations			(115	)			(94	)
			5,850				5,832				0.3				1.1				1.4				3.2				4.6

Key performance indicators		Germany				Italy				Spain				UK				Other				Europe
Organic growth		%				%				%				%				%				%
Closing mobile customers			7.4				17.3				8.8				9.0				8.3				10.0
Mobile voice usage			30.0				16.2				22.2				24.4				9.0				20.5

Customers

The Europe region recorded 2.3 million net customer additions in the quarter compared with 0.9 million in the same quarter last year, with year on year growth in both contract and prepaid net additions.

Strong net additions in Italy and the UK reflect changes in commercial strategies implemented after the June quarter last year. In Germany, the increase in net additions is partly attributable to wholesale contract arrangements started in the quarter.

The total customer base reached 103.5 million at the end of the quarter, up 10.0% on an organic basis since the same quarter last year.

Usage

Total voice usage increased by 20.5% on an organic basis compared with the same quarter last year. Outgoing call volumes increased by 26.2% on an organic basis resulting from a 9.2% growth in average customers and a 15.6% growth in outgoing usage per customer, reflecting similar overall trends to the previous quarter.

Total outgoing voice usage growth remained strong in the region’s major markets, with improved growth in Italy from various successful commercial initiatives offsetting lower growth in Spain arising from lower promotional activity than in the prior year.

Revenue

Service revenue growth was 0.3% for the quarter, or 1.4% on an organic basis, compared with 0.2% growth in the previous quarter, or 1.9% growth on an organic basis. The lower growth rate principally reflects the impact in the current quarter from the cancellation of top up fees in Italy and the Group’s reduction of European roaming prices by 40% between summer 2005 and April 2007, with particular impact this quarter in Germany and the UK, offsetting other underlying improvements. Spain continued to sustain strong local currency growth in service revenue, primarily through the year on year increase in the customer base.

Voice revenue

Voice revenue declined by 3.4%, or by 2.4% on an organic basis, compared with the same quarter last year, having declined by 2.7%, or 0.9% on an organic basis, in the previous quarter. Outgoing voice revenue remained broadly stable year on year for the region, with the negative impact in Italy from the cancellation of top up fees, offset by successful commercial initiatives in Italy and improved trends in Spain and the UK. Incoming voice revenue continues to decline, with a 4.9% fall, or 3.8% fall on an organic basis principally due to the impact from termination rate reductions in Germany together with an additional impact this quarter from termination rate reductions in Spain. Roaming and international visitor revenues declined 12.7% year on year, or by 11.9% on an organic basis, as expected, from the impact of the Group’s initiatives on retail and wholesale roaming.

Messaging revenue

The Europe region recorded 7.5% growth in messaging revenue, or 8.5% on an organic basis, compared with the same quarter last year, slightly higher than the growth recorded in the previous quarter. Strong growth in messaging usage and revenue was recorded in Italy from the continued success of propositions launched in the previous quarters.

Data revenue

Data revenue growth remained strong, increasing by 27.6%, or by 28.9% on an organic basis, similar to the growth in the previous quarter. Data revenue continues to benefit from growth in business services and the increasing penetration of 3G devices, which have nearly doubled since June 2006 to 17.1 million. Handheld business devices increased by 87% since June last year, with Vodafone Mobile Connect data cards up 70%. Increasing device penetration has improved significantly the rate of growth in the UK and Italy, offsetting lower but nonetheless strong growth in Germany and Spain.

Fixed line operator and DSL revenue

Arcor generated 8.4% growth in service revenue, or 9.9% measured in local currency, compared with the same quarter last year, driven by a 47% year on year increase in DSL customers to 2.2 million.

Associates and investments

The Group’s interests in France are now managed by the Europe region. SFR recorded 31,000 proportionate net additions in the quarter, bringing the proportionate mobile customer base to 7.9 million. Vivendi will report further financial information for SFR on 25 July 2007.

EMAPA

														Impact of				Impact of
		Quarter ended 30 June								Reported				acquisitions &				foreign				Organic
		2007				2006				growth				disposals				exchange				growth
		£m				£m				%				%				%				%
Total revenue			2,021				1,436				40.7				(27.9	)			5.9				18.7
Voice revenue			1,638				1,144				43.2				(32.7	)			6.5				17.0
Messaging revenue			189				142				33.1				(18.1	)			0.6				15.6
Data revenue			55				25				120.0				(60.8	)			5.3				64.5
Fixed line operator and DSL revenue(1)			4				18				(77.8	)			77.5				0.3				—
Service revenue			1,886				1,329				41.9				(29.4	)			5.7				18.2

														Impact of				Impact of
		Quarter ended 30 June								Reported				acquisitions &				foreign				Organic
		2007				2006				growth				disposals				exchange				growth
Service revenue		£m				£m				%				%				%				%
Eastern Europe			714				477				49.7				(36.9	)			0.1				12.9
Middle East, Africa & Asia			837				559				49.7				(40.3	)			19.5				28.9
Pacific			335				293				14.3				—				(4.8	)			9.5
			1,886				1,329				41.9				(29.4	)			5.7				18.2

						Middle East,
						Africa &
Key performance indicators		Eastern Europe				Asia				Pacific				EMAPA
Organic growth		%				%				%				%
Closing mobile customers			24.2				39.9				8.9				29.2
Mobile voice usage			25.8				45.9				14.4				32.1

The EMAPA region recorded 6.9 million organic customer net additions in the quarter compared with 2.9 million in the same quarter last year, with India and Turkey accounting for 3.3 million of the year on year increase. Customer growth remained particularly strong in Egypt and South Africa.

The total customer base reached 96.9 million compared with 53.5 million at June last year, including a net additional 28.4 million customers in India year on year.

Reported revenue growth of 40.7% included 27.9 percentage points benefit from acquisitions and disposals, primarily relating to the timing of the acquisitions in Turkey and India, offset by 5.9 percentage points adverse impact from exchange rate movements, particularly in South Africa.

Growth in service revenue in the quarter was 41.9% compared to 25.9% in the previous quarter, whereas organic growth in service revenue in the quarter was 18.2% compared with 19.6% in the previous quarter, primarily reflecting an incremental impact from termination rate reductions in the quarter across several markets. Customer growth remains the key driver of the organic increase in service revenue, with average customers up 27.2% on an organic basis.

Eastern Europe

In Eastern Europe growth in service revenue of 49.7% was achieved compared with 65.7% in the previous quarter. Organic growth in service revenue of 12.9% in the quarter was achieved compared with 16.3% growth in the previous quarter, with the inclusion of the Czech Republic in the organic calculation for the first time and an incremental impact from termination rate reductions accounting for substantially all of the difference.

The principal driver of the organic growth in Eastern Europe continued to be Romania, where the customer base has reached 8.2 million. Service revenue growth was 16.6% in Romania, or 26.8% when measured in local currency, similar to growth in the previous quarter, with 22.8% growth in average customers and 3.3% growth in ARPU from a focus on higher value contract customers.

Customer growth in Turkey remains strong with 1.0 million net additions in the quarter following the rebranding of the business to Vodafone on 31 March 2007, bringing the closing customer base to 14.9 million, up 32.0% on the same quarter last year. Year on year total revenue growth for the quarter was 32%, assuming the Group owned the business for the whole of both quarters.

Middle East, Africa and Asia

In Middle East, Africa and Asia growth in service revenue of 49.7% was achieved compared with 10.0% in the previous quarter. Organic service revenue growth was 28.9%, similar to growth in the previous quarter, with 37.3% organic growth in average customers.

Service revenue growth in Egypt was 32.9% compared to 22.6% in the previous quarter, whereas local currency growth in service revenue of 42.8% compared with 35.9% growth in the previous quarter. Organic customer net additions were 1.0 million, with a positive reaction to the introduction of lifetime validity for prepaid customers. Average customers have increased by 50.0% compared with the same quarter last year.

Vodacom Group, the Group’s joint venture with principal operations in South Africa, reported service revenue growth of 0.6%, compared to local currency growth in service revenue of 20.6%, slightly lower than the previous quarter reflecting lower average customer growth as market penetration rises. The Group’s share of net additions was 1.1 million, bringing the share of the closing customer base to 16.2 million. Data revenue growth remains very strong at around 70% in local currency, with rapid growth in mobile broadband connectivity devices.

The Group’s new business in India has registered 3.0 million customer net additions from completion of the acquisition until the end of the quarter, bringing the closing customer base to 30.8 million, up 75% on June last year. Year on year total revenue growth for the quarter was 50%, assuming the Group owned the business for the whole of both quarters.

Pacific

The Pacific area delivered 14.3% service revenue growth, or 9.5% growth on an organic basis, similar to the previous quarter, with improved underlying trends from a focus on higher value contract customers in Australia and non-voice services in New Zealand, offset by an incremental impact from termination rate reductions in the quarter in both countries.

Associates and investments

Verizon Wireless

In the US, Verizon Wireless maintained strong growth in retail customers, with 1.6 million retail net additions, the same as the previous quarter. Total net customer additions were 1.3 million, after 0.3 million reseller net disconnections, with the Group’s proportionate share at 0.6 million.

The closing proportionate customer base reached 27.9 million, up 13.2% on June last year. Verizon Communications will report its June quarter results, including those of Verizon Wireless, on 30 July 2007.

Other

The Group’s investments registered 0.9 million proportionate organic customers in the quarter.

Use of Non-GAAP Financial Information

Organic growth

The Group believes that “organic growth”, which is not intended to be a substitute, or superior to, reported growth, provides useful and necessary information to investors and other interested parties for the following reasons:

•

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

•

it is used by the Group for internal performance analysis; and

•

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

Reconciliations from reported growth can be found on pages 4, 6 and 8. Additional reconciliations are shown in the table below:

						Impact of				Impact of
		Reported				foreign				acquisitions and				Organic
		growth				exchange				disposals				growth
		%				%				%				%
Quarter ended 30 June 2007 compared to quarter ended 30 June 2006
Europe
Outgoing voice revenue			(0.5	)			1.0				—				0.5
Incoming voice revenue			(4.9	)			1.1				—				(3.8	)
Roaming and international visitor revenue			(12.7	)			0.8				—				11.9
EMAPA
Additional service revenue disclosure
Egypt			32.9				9.9				—				42.8
Romania			16.6				10.2				—				26.8
South Africa			0.6				20.0				—				20.6
Quarter ended 31March 2007 compared to quarter ended 31 March 2006
Europe
Service revenue			0.2				1.7				—				1.9
Voice revenue			(2.7	)			1.8				—				(0.9	)
EMAPA
Service revenue			25.9				14.9				(21.2	)			19.6
Eastern Europe – service revenue			65.7				8.5				(57.9	)			16.3
Egypt – service revenue			22.6				13.3				—				35.9

Other

Certain of the statements within the section titled “Outlook” on page 5 contain forward-looking non-GAAP financial information which at this time there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

KEY PERFORMANCE INDICATORS – MOBILE TELECOMMUNICATIONS BUSINESSES

MOBILE CUSTOMERS⁽¹⁾ – 1 APRIL 2007 TO 30 JUNE 2007

		AT 1 APR				NET				OTHER				AT 30 JUN
COUNTRY (in thousands)		2007				ADDITIONS				MOVEMENTS(2)				2007				PREPAID(3)
Europe:
Germany			30,818				800				—				31,618				54.4	%
Italy			21,034				729				—				21,763				91.9	%
Spain			14,893				286				—				15,179				44.2	%
UK			17,411				236				—				17,647				60.3	%
			84,156				2,051				—				86,207				65.3	%
Other Europe:
Albania			956				48				—				1,004				96.3	%
Greece			5,057				180				—				5,237				69.7	%
Ireland			2,177				10				—				2,187				72.9	%
Malta			186				2				—				188				89.5	%
Netherlands			3,880				10				—				3,890				44.1	%
Portugal			4,751				24				—				4,775				79.3	%
			17,007				274				—				17,281				68.8	%
Europe			101,163				2,325				—				103,488				65.8	%
EMAPA:
Eastern Europe:
Czech Republic			2,475				50				—				2,525				47.4	%
Romania			7,954				269				—				8,223				65.9	%
Hungary			2,163				1				—				2,164				58.9	%
Turkey			13,900				1,025				—				14,925				89.1	%
Poland			2,483				50				—				2,533				58.8	%
			28,975				1,395				—				30,370				70.6	%
Middle East, Africa & Asia:
Egypt			9,652				975				356				10,983				94.5	%
Kenya			2,433				332				—				2,765				98.6	%
South Africa(4)			15,075				1,129				—				16,204				89.4	%
India			—				3,049				27,703				30,752				87.9	%
			27,160				5,485				28,059				60,704				90.3	%
Pacific:
Australia			3,367				16				—				3,383				72.9	%
New Zealand			2,244				24				—				2,268				75.2	%
Fiji			139				7				—				146				95.4	%
			5,750				47				—				5,797				74.9	%
EMAPA			61,885				6,927				28,059				96,871				83.3	%
Group customers			163,048				9,252				28,059				200,359				75.2	%
Reconciliation to proportionate:
Minority interests in above:
Europe			(7	)			—				—				(7	)
EMAPA			(5,897	)			(1,617	)			(9,346	)			(16,860	)
			(5,904	)			(1,617	)			(9,346	)			(16,867	)
Associates & investments:
United States			27,322				602				—				27,924				5.3	%
Other			21,927				879				(2,185	)			20,621				79.0	%
			49,249				1,481				(2,185	)			48,545
Proportionate customers(5)			206,393				9,116				16,528				232,037				71.1	%
Europe			109,032				2,356				—				111,388				65.8	%
EMAPA			97,361				6,760				16,528				120,649				72.1	%

KEY PERFORMANCE INDICATORS – MOBILE TELECOMMUNICATIONS BUSINESSES

MOBILE CUSTOMER CHURN

						ANNUALISED CHURN INFORMATION IN THE QUARTER ENDED
						30 JUN				30 SEP				31 DEC				31 MAR				30 JUN
COUNTRY						2006				2006				2006				2007				2007
Germany(1)		Total					20.7	%			22.1	%			20.1	%			24.2	%			20.7	%
		Contract					14.6	%			13.5	%			15.7	%			14.9	%			14.0	%
		Prepaid					26.0	%			29.5	%			23.9	%			31.9	%			26.4	%
Italy		Total					20.8	%			21.7	%			19.4	%			20.6	%			18.1	%
		Contract					17.2	%			13.6	%			14.8	%			14.1	%			15.9	%
		Prepaid					21.1	%			22.4	%			19.8	%			21.2	%			18.3	%
Spain(2)		Total					20.5	%			37.0	%			23.4	%			24.7	%			22.4	%
		Contract					12.3	%			13.4	%			15.3	%			16.6	%			14.8	%
		Prepaid					28.9	%			62.5	%			32.8	%			34.5	%			31.7	%
UK		Total					32.8	%			37.6	%			35.4	%			29.8	%			34.1	%
		Contract					20.1	%			18.8	%			17.9	%			17.4	%			15.9	%
		Prepaid					40.9	%			49.9	%			47.0	%			37.9	%			46.0	%

3G DEVICES⁽¹⁾

		QUARTER ENDED 30 JUNE 2007
		AT 31 MAR				NET				AT 30 JUN
COUNTRY (in thousands)		2007				ADDITIONS				2007
Germany			3,720				476				4,196
Italy			3,762				330				4,092
Spain			2,890				688				3,578
UK			1,938				685				2,623
Other Europe			2,353				236				2,589
Europe			14,663				2,415				17,078
EMAPA			1,205				227				1,432
Group			15,868				2,642				18,510
Consumer devices			14,246				2,460				16,706
Business devices			1,622				182				1,804
Group			15,868				2,642				18,510

KEY PERFORMANCE INDICATORS – MOBILE TELECOMMUNICATIONS BUSINESSES

MOBILE VOICE USAGE VOLUMES

		TOTAL VOICE MINUTES(1) IN THE QUARTER ENDED
		3O JUN				30 SEP				31 DEC				31 MAR				30 JUN
COUNTRY (in millions)		2006				2006				2006				2007				2007
Europe:
Germany			7,614				7,979				8,650				9,230				9,897
Italy			7,687				8,050				8,256				8,439				8,932
Spain			6,978				7,533				7,655				8,248				8,530
UK			7,207				7,579				8,160				8,790				8,963
Albania			148				166				160				167				196
Greece			2,075				2,216				2,113				1,985				2,168
Ireland			1,380				1,422				1,462				1,420				1,490
Malta			49				55				50				48				55
Netherlands			1,820				1,711				1,868				1,900				2,006
Portugal			1,472				1,606				1,586				1,612				1,657
Europe			36,430				38,317				39,960				41,839				43,894
EMAPA:
Eastern Europe:
Czech Republic			901				868				919				916				985
Hungary			948				980				1,030				1,030				1,110
Romania(2)			1,873				2,059				2,231				2,339				2,540
Turkey(3)			2,494				6,451				5,781				6,224				6,583
Joint Venture			575				641				717				681				769
			6,791				10,999				10,678				11,190				11,987
Middle East, Africa & Asia:
Egypt			2,869				3,462				3,670				4,156				4,794
India(4)			—				—				—				—				26,713
Joint Ventures			5,160				5,713				6,638				5,781				3,016
			8,029				9,175				10,308				9,937				34,523
Pacific:
Australia			2,006				2,141				2,238				2,222				2,179
New Zealand			597				597				672				771				793
Joint Venture			28				33				34				32				38
			2,631				2,771				2,944				3,025				3,010
EMAPA			17,451				22,945				23,930				24,152				49,520
Group			53,881				61,262				63,890				65,991				93,414

KEY PERFORMANCE INDICATORS – MOBILE TELECOMMUNICATIONS BUSINESSES

MOBILE NON-VOICE SERVICE REVENUE AS A PERCENTAGE OF SERVICE REVENUE⁽¹⁾

		QUARTER ENDED 30 JUNE 2007
COUNTRY		MESSAGING				DATA				TOTAL
Germany			14.1	%			10.2	%			24.3	%
Italy			15.7	%			5.5	%			21.2	%
Spain			8.9	%			7.2	%			16.1	%
UK			17.6	%			7.3	%			24.9	%
Europe			13.9	%			7.2	%			21.1	%
EMAPA			10.1	%			2.9	%			13.0	%
Group			12.9	%			6.1	%			19.0	%

HISTORIC MOBILE NON-VOICE SERVICE REVENUE INFORMATION ⁽¹⁾

		NON-VOICE SERVICES AS A PERCENTAGE OF SERVICE REVENUE IN THE QUARTER ENDED
		30 JUN				30 SEP				31 DEC				31 MAR				30 JUN
COUNTRY		2006				2006				2006				2007				2007
Germany			21.2	%			21.6	%			22.9	%			24.4	%			24.3	%
Italy			17.3	%			17.5	%			18.7	%			20.4	%			21.2	%
Spain			15.7	%			14.7	%			15.3	%			16.0	%			16.1	%
UK			20.9	%			21.7	%			23.2	%			24.3	%			24.9	%
Europe			18.5	%			18.6	%			19.9	%			21.0	%			21.1	%
EMAPA			12.7	%			14.5	%			15.2	%			12.0	%			13.0	%
Group			17.4	%			17.8	%			18.9	%			18.9	%			19.0	%

KEY PERFORMANCE INDICATORS – MOBILE TELECOMMUNICATIONS BUSINESSES

AVERAGE MONTHLY MOBILE REVENUE PER USER IN THE QUARTER

				30 JUN				30 SEP				31 DEC				31 MAR				30 JUN
COUNTRY				2006				2006				2006				2007				2007
Europe:
Germany		Total			22.1				22.4				20.9				19.3				19.5
(EUR)		Contract			38.4				39.0				36.7				34.7				34.9
		Prepaid			7.6				7.6				7.0				6.1				6.2
Italy		Total			27.6				27.1				25.8				23.4				23.2
(EUR)		Contract			72.6				68.0				71.1				69.5				69.8
		Prepaid			23.3				23.2				21.5				19.1				18.8
Spain		Total			35.3				36.4				35.3				33.8				36.3
(EUR)		Contract			54.8				55.2				51.3				48.9				52.0
		Prepaid			15.0				15.4				16.0				15.0				16.4
UK		Total			23.7				24.5				23.6				22.7				23.1
(GBP)		Contract			45.2				46.5				43.7				43.4				43.5
		Prepaid			8.9				9.4				9.5				8.6				8.9
Albania		Total			2,122				2,311				2,086				1,868				1,844
(ALL)		Contract			17,240				17,941				16,329				14,612				14,403
		Prepaid			1,606				1,782				1,605				1,419				1,366
Greece		Total			31.1				31.0				27.6				24.7				25.5
(EUR)		Contract			65.6				66.8				61.6				56.5				60.0
		Prepaid			13.7				13.4				11.4				10.1				10.2
Ireland		Total			48.8				46.9				45.6				44.6				45.4
(EUR)		Contract			102.8				99.4				94.5				92.5				94.3
		Prepaid			29.3				28.0				27.9				27.2				27.1
Malta(1)		Total			14.7				16.6				12.6				12.0				14.0
(MTL)		Contract			39.2				38.2				36.0				34.7				36.3
		Prepaid			11.2				13.4				9.2				8.5				10.5
Netherlands		Total			35.7				36.9				31.7				36.1				37.9
(EUR)		Contract			63.5				64.6				52.0				57.8				59.7
		Prepaid			10.1				10.4				9.8				9.8				10.6
Portugal		Total			23.5				24.4				22.8				22.1				22.4
(EUR)		Contract			62.2				62.8				57.8				54.2				54.9
		Prepaid			13.0				13.9				13.2				13.2				13.2
EMAPA Subsidiaries:
Australia		Total			49.4				52.4				54.0				51.3				50.5
(AUD)		Contract			92.7				96.4				98.8				97.1				96.2
		Prepaid			33.9				36.2				37.2				34.1				33.0
Czech Republic		Total			674				670				658				613				635
(CZK)		Contract			978				966				946				897				916
		Prepaid			331				334				331				295				320
Egypt		Total			79.4				88.1				79.4				75.0				75.6
(EGP)		Contract			292.1				309.7				289.9				295.8				308.8
		Prepaid			57.1				66.7				61.4				59.1				60.4
Hungary		Total			5,066				5,339				5,171				4,749				4,935
(HUF)		Contract			9,129				9,097				8,529				7,847				8,010
		Prepaid			3,125				3,359				3,250				2,839				2,873
India		Total			N/A				N/A				N/A				N/A				N/A
(INR)		Contract			N/A				N/A				N/A				N/A				N/A
		Prepaid			N/A				N/A				N/A				N/A				N/A
New Zealand		Total			46.6				46.6				50.7				49.3				47.1
(NZD)		Contract			126.1				125.3				128.9				122.8				117.2
		Prepaid			23.2				22.5				23.7				23.4				21.4
Turkey		Total			N/A				16.5				14.4				14.4				15.7
(TRY)		Contract			N/A				31.4				28.2				28.7				29.2
		Prepaid			N/A				14.8				12.9				12.9				14.1
Romania		Total			15.2				15.9				15.6				14.0				15.7
(USD)		Contract			29.5				30.8				30.6				27.1				31.2
		Prepaid			6.7				7.3				7.0				6.1				6.6