20th Jan 2005 07:00
Vodafone Group Plc20 January 2005 CONSOLIDATED INCOME STATEMENTFor the six months ended 30 September 2004 UK GAAP IFRS IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £m Revenue 16,796 (54) 16,742 Cost of sales (10,072) (338) (10,410) --------- --------- ---------Gross profit 6,724 (392) 6,332 Selling and distribution expenses (1,005) (8) (1,013)Administrative expenses (7,964) 6,326 (1,638)Share of result in associated undertakings 241 837 1,078 --------- --------- ---------Operating (loss)/profit (2,004) 6,763 4,759 Non-operating income and expense 16 - 16Net financing costs (191) (44) (235) --------- --------- ---------(Loss)/profit on ordinary activities before taxation (2,179) 6,719 4,540 Tax on (loss)/profit on ordinary activities (718) (139) (857) --------- --------- ---------(Loss)/profit for the financial period (2,897) 6,580 3,683 ========= ========= ========= Attributable to: - Minority interests 298 (230) 68 - Equity shareholders (3,195) 6,810 3,615 (Loss)/earnings per share:From continuing operations(1) - Basic 5.40p - Diluted 5.39p From continuing and discontinued operations - Basic (4.77)p 5.40p - Diluted (4.77)p 5.39p (1) Not provided under UK GAAP. PRO FORMA CONSOLIDATED INCOME STATEMENTFor the year ended 31 March 2004 UK GAAP IFRS Pro Forma IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £m Revenue 32,741 (249) 32,492 Cost of sales (18,986) (259) (19,245) --------- --------- ---------Gross profit 13,755 (508) 13,247 Selling and distribution expenses (2,065) - (2,065)Administrative expenses (16,529) 13,000 (3,529)Share of result in associated undertakings (19) 1,934 1,915Other income and expense - 35 35 --------- --------- ---------Operating (loss)/profit (4,858) 14,461 9,603 Non-operating income and expense 13 - 13Net financing costs (498) (105) (603) --------- --------- ---------(Loss)/profit on ordinary activities before taxation (5,343) 14,356 9,013 Tax on (loss)/profit on ordinary activities (2,840) 12 (2,828) --------- --------- ---------(Loss)/profit for the period on continuing operations (8,183) 14,368 6,185Loss on discontinued operations (81) 8 (73) --------- --------- ---------(Loss)/profit for the financial year (8,264) 14,376 6,112 ========= ========= ========= Attributable to: - Minority interests 751 (492) 259 - Equity shareholders (9,015) 14,868 5,853 (Loss)/earnings per share:From continuing operations(1) - Basic 8.70p - Diluted 8.68p From continuing and discontinued operations - Basic (13.24)p 8.60p - Diluted (13.24)p 8.58p (1) Not provided under UK GAAP. CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSEFor the six months ended 30 September 2004 UK GAAP IFRS IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £m Gains on revaluation of available-for-sale investments - 28 28Exchange differences on translation of foreign operations 1,995 72 2,067 Actuarial losses on defined benefit pension schemes - (54) (54)Tax on items taken directly to equity - 28 28 --------- --------- ---------Net income recognised directly in equity 1,995 74 2,069 (Loss)/profit for the financial period (2,897) 6,580 3,683 --------- --------- ---------Total recognised (losses)/gainsrelating to the period (902) 6,654 5,752 ========= ========= ========= Attributable to: - Equity shareholders (1,219) 6,935 5,716 - Minority interests 317 (281) 36 CONSOLIDATED BALANCE SHEETAs at 1 April 2004 (Opening balance sheet) UK GAAP IFRS IFRS IFRS format adjustments £m £m £mNon-current assetsIntangible assets 93,622 864 94,486Property, plant and equipment 18,083 (833) 17,250Investments in associated undertakings 21,226 (800) 20,426Other investments 1,049 233 1,282Deferred tax assets 965 114 1,079Trade and other receivables 221 (9) 212 --------- --------- --------- 135,166 (431) 134,735 --------- --------- ---------Current assetsInventory 458 10 468Taxation recoverable 372 (103) 269Trade and other receivables 5,148 305 5,453Cash and cash equivalents 5,790 61 5,851 --------- --------- --------- 11,768 273 12,041 --------- --------- --------- Total assets 146,934 (158) 146,776 --------- --------- --------- EquityCalled up share capital 4,280 - 4,280Share premium account 52,154 - 52,154Own shares held (1,136) - (1,136)Other reserve 99,640 - 99,640Retained losses (43,014) (373) (43,387) --------- --------- ---------Total equity shareholders' funds 111,924 (373) 111,551 Minority interests 3,007 (2,198) 809 --------- --------- ---------Total equity 114,931 (2,571) 112,360 --------- --------- --------- Non-current liabilitiesLong-term borrowings 12,224 1,859 14,083Deferred tax liabilities 3,608 1,399 5,007Post employment benefits (1) (73) 227 154Provisions for other liabilities and charges 339 5 344Other payables 751 (449) 302 --------- --------- --------- 16,849 3,041 19,890 --------- --------- ---------Current liabilitiesShort-term borrowings 2,054 788 2,842Current taxation liabilities 4,275 (356) 3,919Trade payables and other payables 8,643 (1,068) 7,575Provisions for other liabilities and charges 182 8 190 --------- --------- --------- 15,154 (628) 14,526 --------- --------- --------- Total equity and liabilities 146,934 (158) 146,776 --------- --------- --------- (1) UK GAAP post employment benefit prepayment and provision presented net, consistent with the IFRS presentation. CONSOLIDATED BALANCE SHEETAs at 30 September 2004 UK GAAP IFRS IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £mNon-current assetsIntangible assets 90,399 7,559 97,958Property, plant and equipment 18,070 (840) 17,230Investments in associated undertakings 20,831 90 20,921Other investments 894 263 1,157Deferred tax assets 983 167 1,150Trade and other receivables 280 (13) 267 --------- --------- --------- 131,457 7,226 138,683 --------- --------- ---------Current assetsInventory 416 8 424Trade and other receivables 5,500 180 5,680Cash and cash equivalents 4,650 54 4,704 --------- --------- --------- 10,566 242 10,808 --------- --------- --------- Total assets 142,023 7,468 149,491 --------- --------- --------- EquityCalled up share capital 4,283 - 4,283Share premium account 52,202 - 52,202Own shares held (2,873) - (2,873)Other reserve 99,605 35 99,640Retained losses (45,473) 7,134 (38,339) --------- --------- ---------Total equity shareholders' funds 107,744 7,169 114,913 Minority interests 2,637 (2,452) 185 --------- --------- ---------Total equity 110,381 4,717 115,098 --------- --------- --------- Non-current liabilitiesLong-term borrowings 11,811 1,708 13,519Deferred tax liabilities 3,445 1,846 5,291Post employment benefits (1) (64) 274 210Provisions for other liabilities and charges 351 7 358Other payables 683 (402) 281 --------- --------- --------- 16,226 3,433 19,659 --------- --------- ---------Current liabilitiesShort-term borrowings 1,560 1,110 2,670Current taxation liabilities 4,766 (244) 4,522Trade payables and other payables 8,954 (1,567) 7,387Provisions for other liabilities and charges 136 19 155 --------- --------- --------- 15,416 (682) 14,734 --------- --------- --------- Total equity and liabilities 142,023 7,468 149,491 --------- --------- --------- (1) UK GAAP post employment benefit prepayment and provision presented net, consistent with the IFRS presentation. CONSOLIDATED CASH FLOW STATEMENTFor the six months ended 30 September 2004 UK GAAP IFRS IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £m Net cash flows from operating activities 6,019 (192) 5,827 --------- --------- --------- Cash flows from investing activitiesPurchase of interests in subsidiary undertakings, net of cash acquired (2,391) - (2,391)Disposal of interests in subsidiary undertakings, net of cash disposed 226 - 226Purchase of intangible fixed assets (15) (314) (329)Purchase of property, plant and equipment (2,509) 305 (2,204)Purchase of investments (10) - (10)Disposal of property, plant and equipment 18 - 18Disposal of investments 4 - 4Loans repaid to associated undertakings (2) - (2)Dividends received from associated undertakings 1,016 (69) 947Dividends received from investments 18 - 18Interest received 569 5 574Interest paid (774) (36) (810)Interest element of finance leases (4) - (4) --------- --------- ---------Net cash flows from investing activities (3,854) (109) (3,963) --------- --------- --------- Cash flows from financing activitiesIssue of ordinary share capital 40 - 40Decrease in debt (957) 274 (683)Purchase of treasury shares (1,757) - (1,757)Equity dividends paid (728) - (728)Dividends paid to minority shareholders in subsidiary undertakings (38) 20 (18) --------- --------- ---------Net cash flows from financing activities (3,440) 294 (3,146) --------- --------- --------- --------- --------- ---------Net decrease in cash and cash equivalents (1,275) (7) (1,282)Cash and cash equivalents at beginning of the period 5,748 61 5,809Exchange gains on cash and cash equivalents 55 - 55 --------- --------- ---------Cash and cash equivalents at end of the period 4,528 54 4,582 --------- --------- --------- Net decrease in cash and cash equivalents (1,275) (7) (1,282)Decrease in debt 957 (274) 683 --------- --------- ---------Decrease in debt resulting from cash flows (318) (281) (599)Translation difference 83 (42) 41Other movements 2 65 67 --------- --------- ---------Movement in net debt in the period (233) (258) (491)Opening net debt (8,488) (2,102) (10,590) --------- --------- ---------Closing net debt (1) (8,721) (2,360) (11,081) ========= ========= ========= (1) Net debt is defined as long-term borrowings, short term borrowings and mark to market adjustments on financing instruments less cash and cash equivalents CONSOLIDATED PRO FORMA CASH FLOW STATEMENTFor the year ended 31 March 2004 UK GAAP IFRS Pro Forma IFRS format adjustments IFRS (unaudited) (unaudited) (unaudited) £m £m £m Net cash flows from operating activities 11,135 (296) 10,839 --------- --------- --------- Cash flows from investing activitiesPurchase of interests in subsidiary undertakings, net of cash acquired (2,054) - (2,054)Disposal of interests in subsidiary undertakings, net of cash disposed 737 - 737Disposal of interests in associated undertakings 5 - 5Purchase of intangible fixed assets (21) (658) (679)Purchase of property, plant and equipment (4,508) 655 (3,853)Purchase of investments (43) - (43)Disposal of property, plant and equipment 158 (2) 156Disposal of investments 123 - 123Loans repaid by associated undertakings 24 - 24Dividends received from associated undertakings 1,801 (62) 1,739Dividends received from investments 25 - 25Interest received 942 - 942Interest paid (901) (87) (988)Interest element of finance leases (10) - (10) --------- --------- ---------Net cash flows from investing activities (3,722) (154) (3,876) --------- --------- --------- Cash flows from financing activitiesIssue of ordinary share capital 69 - 69Increase in debt 280 437 717Purchase of treasury shares (1,032) - (1,032)Purchase of own shares in relation to employee share schemes (17) - (17)Equity dividends paid (1,258) - (1,258)Dividends paid to minority shareholders in subsidiary undertakings (100) 47 (53) --------- --------- ---------Net cash flows from financing activities (2,058) 484 (1,574) --------- --------- --------- --------- --------- ---------Net increase in cash and cash equivalents 5,355 34 5,389Cash and cash equivalents at beginning of the period 766 28 794Exchange losses on cash and cash equivalents (373) (1) (374) --------- --------- ---------Cash and cash equivalents at end of the period 5,748 61 5,809 ========= ========= ========= Net increase in cash and cash equivalents 5,355 34 5,389Increase in debt (280) (437) (717) --------- --------- ---------Decrease in debt resulting from cash flows 5,075 (403) 4,672Net debt acquired on acquisition of subsidiary undertakings (7) - (7)Net debt disposed on disposal of subsidiary undertakings 194 - 194Translation difference 144 173 317Premium on repayment of debt (56) - (56)Other movements 1 (336) (335) --------- --------- ---------Movement in net debt in the period 5,351 (566) 4,785Opening net debt (13,839) (1,536) (15,375) --------- --------- ---------Closing net debt (1) (8,488) (2,102) (10,590) ========= ========= ========= (1) Net debt is defined as long-term borrowings, short term borrowings and mark to market adjustments on financing instruments less cash and cash equivalents NOTES TO IFRS FINANCIAL INFORMATION 1) Adjusted Group operating profit Six months ended Pro Forma 30 September Year ended 2004 31 March 2004 £m £m Operating profit 4,759 9,603 Items not related to underlying business performance: - Other income and expense - (35) - Expected recoveries and provision releases in relation to a contribution tax levy on Vodafone Italy - (269) - Reorganisation costs - 123 --------- ---------Adjusted Group operating profit 4,759 9,422 ========= ========= 2) Adjusted earnings per share Six months ended Pro Forma 30 September Year ended 2004 31 March 2004 £m £m Earnings for basic and diluted earnings per share 3,615 5,853 Less: result in respect of discontinued operations - 73 --------- ---------Earnings for basic and diluted earnings per share from continuing operations 3,615 5,926 Items not related to underlying business performance: - Other income and expense - (35) - Non-operating income and expense (16) (13) - Expected recoveries and provision releases in relation to a contribution tax levy on Vodafone Italy - (269) - Reorganisation costs - 123 - Deferred tax asset recognised on shareholder and regulatory approval of the merger of Vodafone K.K. and Vodafone Holdings K.K. (303) - - Tax on items not related to underlying business performance - 72 - Items not related to underlying business performance attributable to minority interests 13 1 --------- ---------Earnings for adjusted earnings per share 3,309 5,805 ========= ========= Weighted average number of shares for basic EPS (millions) 66,915 68,096Weighted average number of shares for diluted EPS (millions) 67,102 68,249 Basic earnings per share 5.40p 8.60pDiluted basic earnings per share 5.39p 8.58p Basic earnings per share from continuing operations 5.40p 8.70pDiluted basic earnings per share from continuing operations 5.39p 8.68p Adjusted basic earnings per share from continuing operations 4.95p 8.52pAdjusted diluted basic earnings per share from continuing operations 4.93p 8.51p 3) Free cash flow Pro Forma Six months to Year ended 30 September 31 March 2004 2004 £m £m As previously reported 4,300 8,521Effect of proportionate consolidation (286) (401)Other 5 (2) -------- -------- 4,019 8,118 ======== ======== UNAUDITED PROPORTIONATE FINANCIAL INFORMATION Basis of preparation The tables of financial information below are presented on a proportionatebasis. Proportionate presentation is not a measure recognised under UK GAAP orIFRS and is not intended to replace the consolidated financial statementsprepared in accordance with UK GAAP or IFRS. However, since significant entitiesin which the Group has an interest are not consolidated, proportionateinformation is provided as supplemental data to facilitate a more detailedunderstanding and assessment of the consolidated financial statements preparedin accordance with UK GAAP and IFRS. UK GAAP requires consolidation of entities controlled by the Group and theequity method of accounting for entities in which the Group has significantinfluence but not a controlling interest. IFRS requires consolidation ofentities in relation to which the Group has the power to control and allowseither proportionate consolidation or equity accounting for joint ventures. IFRSalso requires equity accounting for interests in which the Group has significantinfluence but not a controlling interest. Proportionate presentation is a pro rata consolidation, which reflects theGroup's share of turnover and expenses in entities both consolidated andunconsolidated, in which the Group has an ownership interest. Proportionateresults are calculated by multiplying the Group's ownership interest in eachentity by each entity's results. Proportionate presentation of financial information differs in material respectsto the proportionate consolidation adopted by the Group under IFRS for its jointventures, as detailed on page 7. Proportionate information includes results from the Group's equity accountedinvestments and other investments. The Group does not have control over theturnover, expenses or cash flows of these investments and is only entitled tocash from dividends received from these entities. The Group does not own theunderlying assets of these investments. Proportionate turnover is stated net of intercompany turnover. ProportionateEBITDA represents the Group's ownership interests in the respective entities'EBITDA. As such, proportionate EBITDA does not represent EBITDA available to theGroup. Six months Year ended ended 30 September 31 March 2004 2004 (Pro Forma) ------------------------------ ------------------------------ IFRS IFRS Adjust- Adjust- UK GAAP ments IFRS UK GAAP ments IFRS £m £m £m £m £m £mTurnover Mobile 20,711 - 20,711 37,969 - 37,969Other 468 - 468 1,477 - 1,477 ------- ------- ------- ------- ------- -------Group 21,179 - 21,179 39,446 - 39,446 ------- ------- ------- ------- ------- ------- EBITDA (1) Mobile 8,218 (44) 8,174 14,826 (149) 14,677Other 77 - 77 288 (3) 285 ------- ------- ------- ------- ------- -------Group 8,295 (44) 8,251 15,114 (152) 14,962 ------- ------- ------- ------- ------- ------- Mobile EBITDA (1) margin 39.7% (0.2%) 39.5% 39.0% (0.3%) 38.7% (1) Proportionate EBITDA and proportionate EBITDA margin is stated before exceptional items under UK GAAP and before items not reflecting underlying business performance under IFRS. OTHER INFORMATION This document, together with a presentation in relation to the impact of IFRS onthe Group will be available on the Group's website www.vodafone.com. The Group currently intends to publish further restated IFRS financialinformation as follows: Analyses of mobile operating profit by type of expense By 31and segmental information for the year ended 31 March 2004 Marchand six months ended 30 September 2004 2005 Restated financial information for the year Julyending 31 March 2005 2005 FORWARD LOOKING STATEMENTS This document contains "forward-looking statements" within the meaning of the USPrivate Securities Litigation Reform Act of 1995 with respect to the Group'sfinancial condition, results of operations and businesses and certain of theGroup's plans and objectives. In particular, such forward-looking statementsinclude the statements under "Outlook" regarding Vodafone's expectations for theyears ending 31 March 2005 and 2006 as to organic average proportionate mobilecustomer growth, number of Vodafone live! with 3G customers, full year organicproportionate mobile revenue, proportionate mobile EBITDA margins, depreciationand licence amortisation, capitalised tangible and intangible fixed assetadditions, free cash flow, share purchases and statements related to the Group'sexpectations regarding the adoption of certain IFRS standards and thepublication of future financial information under IFRS. These forward-lookingstatements are made on the basis of certain assumptions which Vodafone believesto be reasonable in light of Vodafone's operating experience in recent years.The principal assumptions on which these statements are based relate to exchangerates, customer numbers, usage and pricing, take-up of new services, terminationand interconnect rates, customer acquisition and retention costs, networkopening and operating costs and the availability of handsets. Forward-looking statements are sometimes, but not always, identified by theiruse of a date in the future or such words as "anticipates", "aims", "could","may", "should", "expects", "believes", "intends", "plans" or "targets". Bytheir nature, forward-looking statements are inherently predictive, speculativeand involve risk and uncertainty because they relate to events and depend oncircumstances that will occur in the future. There are a number of factors thatcould cause actual results and developments to differ materially from thoseexpressed or implied by these forward-looking statements particularly thestatements under "Outlook" and the statements related to the Group's adoption ofIFRS and the publication of future financial information referred to above.These factors include, but are not limited to, the following: changes ineconomic or political conditions in markets served by operations of the Groupthat would adversely affect the level of demand for mobile services; greaterthan anticipated competitive activity requiring changes in pricing models and/ornew product offerings or resulting in higher costs of acquiring new customers orproviding new services; the impact on capital spending from investment innetwork capacity and the deployment of new technologies, or the rapidobsolescence of existing technology; slower customer growth or reduced customerretention; the possibility that technologies, including mobile internetplatforms, and services, including 3G services, will not perform according toexpectations or that vendors' performance will not meet the Group'srequirements; changes in the projected growth rates of the mobiletelecommunications industry; the Group's ability to realise expected synergiesand benefits associated with 3G technologies and the integration of ouroperations and those of acquired companies; future revenue contributions of bothvoice and non-voice services offered by the Group; lower than expected impact ofGPRS, 3G and Vodafone live! and the Group's business offerings on the Group'sfuture revenue, cost structure and capital expenditure outlays; the ability ofthe Group to harmonise mobile platforms and any delays, impediments or otherproblems associated with the roll-out and scope of 3G technology and servicesand Vodafone live! and the Group's business or service offerings in new markets;the ability of the Group to offer new services and secure the timely delivery ofhigh-quality, reliable GPRS and 3G handsets, network equipment and other keyproducts from suppliers; greater than anticipated prices of new mobile handsets;the ability to realise benefits from entering into partnerships for developingdata and internet services and entering into service franchising and brandlicensing; the possibility that the pursuit of new, unexpected strategicopportunities may have a negative impact on one or more of the measurements ofour financial performance or the level of dividends; any unfavourableconditions, regulatory or otherwise, imposed in connection with pending orfuture acquisitions or dispositions; changes in the regulatory framework inwhich the Group operates, including possible action by regulators in markets inwhich the Group operates or by the European Commission regulating rates theGroup is permitted to charge; the Group's ability to develop competitive datacontent and services which will attract new customers and increase averageusage; the impact of legal or other proceedings against the Group or othercompanies in the mobile telecommunications industry; the possibility that newmarketing campaigns or efforts are not an effective expenditure; the possibilitythat the Group's integration efforts do not increase the speed-to-market of newproducts or improve the Group's cost position; changes in exchange rates,including particularly the exchange rate of pound sterling to the euro, USdollar and the Japanese yen; the risk that, upon obtaining control of certaininvestments, the Group discovers additional information relating to thebusinesses of that investment leading to restructuring charges or write-offs orwith other negative implications; changes in statutory tax rates and profit mixwhich would impact the weighted average tax rate; changes in tax legislation inthe jurisdictions in which the Group operates; final resolution of open issueswhich might impact the effective tax rate; timing of any tax payments relatingto the resolution of open issues; and loss of suppliers or disruption of supplychains. Furthermore, a review of the reasons why actual results and developments maydiffer materially from the expectations disclosed or implied withinforward-looking statements can be found under "Risk Factors" contained in ourAnnual Report on Form 20-F with respect to the financial year ended 31 March2004. All subsequent written or oral forward-looking statements attributable tothe Company or any member of the Group or any persons acting on their behalf areexpressly qualified in their entirety by the factors referred to above. No assurance can be given that the forward-looking statements in this documentwill be realised. Neither Vodafone Group nor any of its affiliates intends toupdate these forward-looking statements. INDEPENDENT AUDITORS' REPORT OF DELOITTE & TOUCHE LLP TO VODAFONE GROUP PLC ONTHE PRELIMINARY OPENING IFRS CONSOLIDATED BALANCE SHEET We have audited the accompanying preliminary opening International FinancialReporting Standards ("IFRS") consolidated balance sheet and related notes ofVodafone Group Plc ("the Company") and its subsidiaries (together, "the Group")as at 1 April 2004 (hereinafter referred to as the "Preliminary Opening BalanceSheet"). The Preliminary Opening Balance Sheet is the responsibility of theCompany's directors. It has been prepared as part of the Company's conversion toIFRS in accordance with the "Basis of preparation" section, which describes howIFRSs have been applied under IFRS 1, including the assumptions management hasmade about the standards and interpretations expected to be effective, and thepolicies expected to be adopted, when management prepares its first complete setof IFRS financial statements as at 31 March 2006. Our responsibility is toexpress an opinion on the Preliminary Opening Balance Sheet based on our audit. Our audit report is made solely to the Company in accordance with our engagementletter. Our work has been undertaken so that we might state to the Company thosematters we are required to state to them in an auditors' report and for no otherpurpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the opinions we have formed. Basis of audit opinion We conducted our audit in accordance with United Kingdom auditing standardsissued by the Auditing Practices Board. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the PreliminaryOpening Balance Sheet is free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe Preliminary Opening Balance Sheet. An audit also includes assessing theaccounting principles used and significant estimates made by management, as wellas evaluating the overall presentation of the Preliminary Opening Balance Sheet.We believe that our audit provides a reasonable basis for our opinion. Emphasis of matter Without qualifying our opinion, we draw attention to the fact that the "Basis ofpreparation" section explains why there is a possibility that the PreliminaryOpening Balance Sheet may require adjustment before constituting the finalopening IFRS balance sheet. Moreover, we draw attention to the fact that, underIFRS, only a complete set of financial statements comprising a balance sheet,income statement, statement of recognised income and expense, cash flowstatement, together with comparative financial information and explanatorynotes, can provide a fair presentation of the Group's financial position,results of operations and cash flows in accordance with IFRS. Opinion In our opinion, the Preliminary Opening Balance Sheet as at 1 April 2004 hasbeen prepared, in all material respects, in accordance with the basis set out inthe "Basis of preparation" section. Deloitte & Touche LLPChartered AccountantsLondon19 January 2005 INDEPENDENT REVIEW REPORT OF DELOITTE & TOUCHE LLP TO THE BOARD OF DIRECTORS OFVODAFONE GROUP PLC ON THE PRELIMINARY IFRS COMPARATIVE FINANCIAL INFORMATION FORTHE SIX MONTHS ENDED 30 SEPTEMBER 2004 We have reviewed the accompanying preliminary International Financial ReportingStandards ("IFRS") consolidated financial information of Vodafone Group Plc("the Company") and its subsidiaries (together, "the Group") for the six monthsended 30 September 2004 which comprises the consolidated income statement, theconsolidated balance sheet, the consolidated statement of recognised income andexpense and, the consolidated cash flow statement and related notes (hereinafterreferred to as "Preliminary Financial Information"). This Preliminary Financial Information is the responsibility of the Company'sdirectors. It has been prepared as part of the Company's conversion to IFRS inaccordance with the basis set out in the "Basis of preparation" section whichdescribes how IFRSs have been applied under IFRS 1, including the assumptionsmanagement has made about the standards and interpretations expected to beeffective, and the policies expected to be adopted, when management prepares itsfirst complete set of IFRS financial statements as at 31 March 2006. Ourresponsibility is to express an opinion on this Preliminary FinancialInformation based on our review. Our review report is made solely to the Company in accordance with Bulletin 1999/4 issued by the Auditing Practices Board. Our work has been undertaken so thatwe might state to the Company those matters we are required to state to them inan independent review report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility to anyone other thanthe Company, for our review work, for this report, or for the conclusions wehave formed. Review work performed We conducted our review in accordance with Bulletin 1999/4 issued by theAuditing Practices Board. A review consists principally of making enquiries ofGroup management and applying analytical procedures to the Preliminary FinancialInformation and underlying financial data and, assessing whether the accountingpolicies and presentation have been consistently applied unless otherwisedisclosed. A review excludes audit procedures such as tests of control andverification of assets, liabilities and transactions. It is substantially lessin scope than an audit performed in accordance with United Kingdom auditingstandards and therefore provides a lower level of assurance than an audit.Accordingly, we do not express an opinion on the Preliminary FinancialInformation. Emphasis of matter Without modifying our review conclusion, we draw attention to the fact that the"Basis of Preparation" section explains why there is a possibility that theaccompanying Preliminary Financial Information may require adjustment beforeconstituting the final IFRS comparative information for the six months ended 30September 2004. Moreover, we draw attention to the fact that, under IFRS, only acomplete set of financial statements comprising an income statement, balancesheet, statement of recognised income and expense, cash flow statement, togetherwith comparative financial information and explanatory notes, can provide a fairpresentation of the Group's financial position, results of operations and cashflows in accordance with IFRS. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the Preliminary Financial Information for the six months ended30 September 2004 which has been prepared in accordance with the basis set outin the "Basis of Preparation" section. Deloitte & Touche LLPChartered AccountantsLondon19 January 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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