Vodafone Airtouch PLC Interim Results for the Six Months to 30 September 1999.

NEW YORK--(BUSINESS WIRE)--Nov. 16, 1999--

VODAFONE AIRTOUCH  PLC (NYSE:VOD)--

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                         VODAFONE AIRTOUCH PLC
        INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 1999
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FINANCIAL HIGHLIGHTS          Six months to  Six months to  Percentage
                               30 September   30 September    increase
                                       1999           1998           %
Pro forma basis (1) (2)
Proportionate customers at       31,481,000     19,831,000          59
period end
Proportionate turnover        (pound)5,780m  (pound)4,253m          36
Proportionate EBITDA
- before exceptional items(3) (pound)1,887m  (pound)1,456m          30
Proportionate total Group
operating profit
- before goodwill and         (pound)1,303m  (pound)1,019m          28
exceptional items(3)
Profit on ordinary activities
before taxation
(non-proportionate)(4)        (pound)1,199m    (pound)924m          30
- before goodwill and
exceptional items(3)

Statutory basis (1) (Details on
page 12)
Total Group operating profit
- before goodwill and         (pound)1,015m    (pound)456m         123
exceptional items(3)

Profit on ordinary activities   (pound)879m    (pound)413m         113
before taxation
- before goodwill and
exceptional items(3)                  2.25p          1.74p          29
                                    (0.31)p          2.16p
     Basic earnings/(loss) per share(5) - before goodwill and
exceptional items(3) - after goodwill and exceptional items

Dividend per share (5) 0.655p 0.624p 5
     -----------------------------------------------------------------------
(1)  Pro forma customer and financial information is calculated on
     the basis that the merger with AirTouch Communications, Inc. took
     place on 1 April in each period presented, which is further
     described in Notes 2 and 13 to the interim results. Statutory
     financial information is calculated on the basis required by
     accounting standards and includes the results of AirTouch
     Communications, Inc. from 30 June 1999, the date of closure of
     the merger.

(2)  Pro forma proportionate customer and financial information
     excludes E-Plus Mobilfunk GmbH.

(3)  Exceptional items comprise exceptional reorganisation costs
     following the merger with AirTouch Communications, Inc. and
     profit on disposal of fixed asset investments.

(4)  Pro forma profit on ordinary activities before taxation, goodwill
     and exceptional items calculated on a non-proportionate basis is
     analysed in Note 3 to the interim results.

(5)  Prior year earnings and dividend per share have been adjusted to
     give effect to the capitalisation issue on 30 September 1999.

     Sam Ginn, Chairman of Vodafone AirTouch Plc, stated:
      "The coming together of Vodafone and AirTouch as a truly global
wireless communications company was a major achievement, and this
excellent first set of results from the enlarged Group bear testimony
to the strength and resilience of our growing portfolio of
international businesses.
     The Group is well positioned to take advantage of the major
opportunities that will undoubtedly arise as we move into the next
century."
     Chris Gent, Chief Executive of Vodafone AirTouch Plc, commented:
     "These results, which have exceeded our expectations, show strong
growth and record improvements in operating profit, EBITDA and
customer growth, reflecting the progress we wished to see following
the merger of the Vodafone and AirTouch operations.
     All our regions have shown good progress, relative to their
competition in their respective markets.
     During the first half-year we have dealt with the most important
business issue facing the Group; namely completing the North American
footprint, by achieving agreement with Bell Atlantic, on creating a
joint venture which will be the number one operator in the US market
and much better able to compete with the national operators that exist
today.
     We have also stepped up our investment in the very important
Japanese market and strengthened our alliance with Japan Telecom,
which has now become a national operator under the J-Phone brand.
     Vodafone AirTouch is making outstanding progress and has huge
opportunities ahead. We intend to enhance our position as the
world-leading provider of mobile communication services."

     Group highlights:

--   Worldwide customer base at a record level of over 31,481,000
     proportionate customers. Net new customers of over 6,060,000 in
     the six month period.

--   Total customers of 69.0 million in ventures the Group invests in
     or controls, an increase of 60% on pro forma total venture
     customers of 43.1 million at 30 September 1998.

--   Operations in 23 countries with a combined population of
     approximately 960 million.

--   Pro forma proportionate EBITDA, before exceptional items, up 30%
     on the comparable period to (pound)1,887m. Pro forma
     proportionate total Group operating profit, before goodwill and
     exceptional items, of (pound)1,303m, up 28% on the comparable
     period.

--   Earnings per share growth of 29%, before goodwill and exceptional
     items.

     UK highlights:

--   Market leader with 6,865,000 customers. 1,290,000 net new
     customers connected in the six months to 30 September 1999, over
     2.5 times the number achieved in the comparable period.

--   Total Group operating profit contribution of (pound)343m, before
     goodwill, up 14% on the comparable period.

--   Three-fold growth in usage of Short Message Service (SMS) over
     the six month period and an 80% growth in the number of active
     customers using the Recall (voice messaging) service from 30
     September 1998.

--   Launch of "Vodafone Interactive" programme, using internet
     technology to provide a range of information and e-commerce
     services.

     Europe, Middle East & Africa highlights:

--   Pro forma proportionate customers increased by 31% in the period
     to 12,057,000.

--   Pro forma total Group operating profit contribution from EMEA
     operations, before goodwill, of (pound)653m, up 40%.

--   New network licence won in Hungary, increased ownership interest
     in Italy and announcement of a planned increase in the Group's
     interest in Poland.

--   Agreement reached, in October 1999, for disposal of the Group's
     interest in E-Plus, generating proceeds of approximately
     (pound)1.14 billion.

     US & Asia Pacific highlights:

--   Pro forma proportionate customers increased by 18% in the period
     to 12,559,000.

--   Pro forma total Group operating profit contribution from US &
     Asia Pacific operations, before goodwill and exceptional
     reorganisation costs of (pound)29m, up 15% to (pound)423m.

--   Agreement with Bell Atlantic Corp. to create a new US wireless
     business with a national footprint. The Group will have a 45%
     shareholding in the new venture.

--   Ownership increased to over 20% in each of nine regional networks
     operating in the fast growing Japanese market.

     United Kingdom

     The total UK mobile phone market has shown exceptionally strong
growth. Net new customer connections in the six months to 30 September
1999 were 4,705,000, resulting in a total market of 19,593,000
customers compared with 10,467,000 customers at 30 September 1998.
Population penetration in the UK is now 34%, up from 26% at the
beginning of the period.
     Vodafone achieved another period of record growth connecting
1,290,000 net new customers, over 2.5 times the growth achieved in the
six month period to 30 September 1998, ending the current period with
6,865,000 customers and maintaining its clear market leadership. The
UK operations have been reorganised to deliver improved customer
service, focus marketing activity and to maintain Vodafone's position
as market leader and lowest cost operator in the UK.
     Turnover in the UK increased by 36% from (pound)967m to
(pound)1,313m and total Group operating profit, before goodwill, grew
by 14% from (pound)302m to (pound)343m, with connection costs incurred
on record customer growth, and tariff cuts, being compensated for by
increased usage on a larger customer base.

     Network business

     Pay As You Talk (PAYT), Vodafone's prepaid product, has dominated
the rapid growth in customers. Vodafone continues to lead the prepaid
market and achieved 1,345,000 net new PAYT connections in the six
month period. At 30 September 1999, there were 3,190,000 PAYT
customers compared to 419,000 customers at 30 September 1998.
Vodafone's success with PAYT is reflected in average revenue per
customer (ARPU) for the twelve months to 30 September 1999, which has
increased to (pound)175 ((pound)198 before trade discounts) from
(pound)159 ((pound)178 before trade discounts) at 31 March 1999. PAYT
cost to connect for the six months to 30 September 1999 was controlled
at (pound)48, compared with (pound)43 in the twelve months to 31 March
1999.
     Vodafone's contract customer base declined by 55,000 in the
period to 3,675,000, primarily due to problems at two independent
service providers and customers switching to PAYT. However, the
contract customer base continues to be profitably managed with ARPU
for the twelve months to 30 September 1999 increasing to (pound)423
((pound)556 before trade discounts) from (pound)421 for the
corresponding period, as increased usage more than compensated for
tariff cuts. Contract cost to connect for the six months to 30
September 1999 fell to (pound)89 from (pound)98 in the comparable
period.
     Network churn has increased to 33.2% in the six months ended 30
September 1999, compared to 26.2% in the corresponding period last
year, because of higher churn on the contract customer base.
Programmes to reduce churn and restore growth on the contract base are
being implemented.
     Vodafone continues to have the widest international roaming
capability amongst UK operators with agreements in 102 countries and
across 217 networks at 30 September 1999, giving over 150 million
customers access to its network.
     Vodafone has continued to improve network quality despite the
significant demands placed upon its capacity by the success of PAYT.
Vodafone is committed to further network quality improvement
demonstrated by forecast capital expenditure for the year to 31 March
2000 of (pound)589m. 751 base stations were installed in the period
with 5,835 in operation at 30 September 1999.

     Distribution business

     The acquisition of MC Mobile Services in April 1999, UniqueAir in
September 1999 and the service provider business of Scottish Telecom
in November 1999 has strengthened Vodafone's wholly owned service
providers, with the result that 58% of the contract customer base at
the end of the period was managed by in-house companies. An option to
dispose of the Group's 20% interest in the Martin Dawes service
provider business was exercised in the period, with consideration
passing in the second half of the financial year.
     Market leadership on PAYT has been sustained by continuing to
increase availability through a wide range of retailers. Over 2,000
supermarkets are now selling PAYT, in addition to key non-food and
catalogue retailers. Throughout the period, Vodafone has continued to
work with traditional independent service providers and dealers to
balance growth through these channels with that coming from new
channels on PAYT.
     Vodafone Retail has shown continued success with the rollout of
electronic top-up at point of sale for PAYT customers being completed
in July and average connections per shop increasing by 103%. Vodafone
Corporate has continued the successful defence of its leading share in
major corporate accounts, although competitive activity has
intensified over the period.

     Value Added and Data Services business

     Vodafone Value Added and Data Services saw strong growth in both
the Short Message (SMS) and Recall services and continued to lead the
UK market in the commercial development of data and value added
services. The number of PAYT and contract customers using SMS has
continued to increase, as has the average number of messages sent by
each customer. In September 1999, 48.6 million short messages were
carried on the network, compared to 15 million in March 1999. Voice
messaging (Recall) has also grown with over 4.6 million active
customers at 30 September 1999 compared to 2.5 million at the end of
September last year.

     Future Activities

     Vodafone intends to bid for a third generation mobile phone
service licence (Universal Mobile Telecommunications Service (UMTS))
in the Government's forthcoming spectrum auction. As part of this
process, the company has reached agreement with the DTI on a change to
its licence to enable national roaming by a new entrant.
     Vodafone has recently announced the launch of its own Internet
Service Provider as part of the `Vodafone Interactive' programme,
which takes advantage of emerging technologies and the evolution of
the mobile phone market to offer new services to Vodafone customers.
Vodafone Interactive uses internet technology as part of the programme
to provide a range of information and e-commerce services, which will
be further developed in the coming months.

     EUROPE, MIDDLE EAST & AFRICA

     Following the merger with AirTouch, the EMEA region now includes
four new subsidiaries - Europolitan and Misrfone (previously
associates), Primatel and Telecel, as well as five new associates -
Airtel Movil, Belgacom Mobile, Mannesmann Mobilfunk, Omnitel Pronto
Italia and
Polkomtel.
     EMEA's proportionate customers increased to 12,057,000 at the end
of September 1999, achieving pro forma growth of 2,887,000 customers
in the six month period. Pro forma proportionate turnover increased by
43% from (pound)1,466m for the six months ended 30 September 1998 to
(pound)2,097m, with a corresponding increase of 44% in pro forma
proportionate EBITDA to (pound)738m.
     Pro forma turnover for the EMEA region in the six months to 30
September 1999 increased by 29% to (pound)1,010m, and pro forma total
Group operating profit, before goodwill, increased by 40% to
(pound)653m.
     Belgacom Mobile, in which the Group has a 25% interest, provides
service under the Proximus brand name and was the first of three
cellular operators in Belgium. The company had over 1,805,000
customers at 30 September 1999, representing an increase of nearly
400,000 customers during the period.
     The French market continued to experience strong growth in the
first half of the financial year. Societe Francaise du Radiotelephone
(SFR), one of three cellular network operators in France and in which
the Group has a 20% shareholding, reported a 25% increase in customer
numbers, ending the period with 5,795,000.
     The Group has a 34.8% shareholding in Mannesmann Mobilfunk, the
largest of the four cellular network operators in Germany, which
operates under the brand name D2 Privat. It was the first operator to
offer commercial GSM service in Germany, launching service in June
1992. The Company had 8,195,000 customers at 30 September 1999,
representing a market share of approximately 42%. Market penetration
in Germany has increased to approximately 24% at 30 September 1999,
from under 19% at 31 March 1999.
     Panafon, the Group's 55% owned subsidiary in Greece, continued to
lead the market and reported strong profit growth in the first half of
the financial year. Its customer base grew by 25% to 1,488,000, an
increase of 298,000 since 31 March 1999. At 30 September 1999, Panafon
had a market capitalisation of GRD2,152 billion (approximately
(pound)4.2 billion).
     In August 1999, the Group exercised an option to increase its
shareholding in Omnitel Pronto Italia (Omnitel) from 17.8% to 21.6%.
Omnitel is one of three cellular operators in Italy. The company has
traded well in the period since merger completion and its customer
base stood at 8,929,000 at 30 September 1999, an increase of over
1,911,000 customers during the six month period.
     Libertel NV, the Group's 70% subsidiary in the Netherlands, is
one of five cellular operators. It reported a market share at 30
September 1999 of approximately 34%. Its customer base increased by
506,000 in the first half year to 1,935,000 at 30 September 1999, of
which over 55% are connected to prepaid tariffs. Through an Initial
Public Offering on the Amsterdam Stock Exchange in June 1999, ING
Group sold down part of its minority shareholding, although the
Group's shareholding has remained unchanged. At 30 September 1999,
Libertel had a market capitalisation of Euro5.3 billion (approximately
(pound)3.4 billion).
     Telecel, the Group's 50.9% owned subsidiary in Portugal, is one
of three cellular network operators. Its customer base increased to
over 1,595,000 at 30 September 1999, up from 1,446,000 at 31 March
1999. Telecel is listed on the Lisbon Stock Exchange and, at 30
September 1999, it had a market capitalisation of Euro2.5 billion
(approximately (pound)1.6 billion).
     The Group has a 21.7% shareholding in Airtel Movil (Airtel), one
of three cellular network operators in Spain. At 30 September 1999,
Airtel had 3,975,000 customers, representing a 51% increase in the six
month period.
     Europolitan, the Group's 71.1% owned subsidiary, is one of three
network operators in Sweden. At 30 September 1999, it had 789,000
customers, an increase of 122,000 (18%) since 31 March 1999. At 30
September 1999, its market capitalisation on the Stockholm Stock
Exchange was SEK36 billion (approximately (pound)2.7 billion).
     The Group's 60% subsidiary in Egypt, Misrfone, is the country's
second GSM operator. Under the Click GSM brand name, its strong
performance continued in the first half of this financial year
following its launch in November 1998. The customer base closed at
244,000, representing an increase of over 147,000 since 31 March 1999.
95% of the customer base is connected through prepaid tariffs, in
respect of which no connection incentives are paid.
     Vodacom, in which the Group has a 31.5% shareholding, is one of
two GSM network operators in the Republic of South Africa. Vodacom had
a strong first half and customers increased by over 430,000 to close
at 2,426,000, of which 61% are connected to the Vodago prepaid
product.
     The Group has a 50.1% shareholding in Vodafone Hungary, which was
awarded the licence to operate a DCS 1800 network in Hungary in June
1999. The new network, which will be the third cellular operator, is
expected to launch service before the end of the year.
     In addition to the above network operations, at 30 September 1999
other cellular network interests included a subsidiary in Malta
(Vodafone Malta - 80%) and minority shareholdings in Poland (Polkomtel
- 19.25%), Uganda (Celtel - 36.8%) and Romania (Mobifon - 10%, with an
option to increase to 20%). Together, these operations had over
347,000 proportionate customers at 30 September 1999.

     Disposal of E-Plus Mobilfunk

     As a condition to the European Commission's approval of the
merger of Vodafone and AirTouch Communications, Inc. ("AirTouch"), the
Group entered into an undertaking to dispose of its interest in E-Plus
following merger completion. On 4 October 1999 an agreement was
reached with France Telecom S.A. for the sale of the Group's 17.2%
interest, conditional upon regulatory and other consents, for a
consideration of DM3.42 billion (approximately (pound)1.14 billion).

     United States & Asia Pacific

     Proportionate customers for the United States and Asia Pacific
region increased by 18%, on a pro forma basis, during the six month
period ended 30 September 1999 to 12,559,000. Pro forma proportionate
turnover increased from (pound)1,782m for the six months ended 30
September 1998 to (pound)2,333m, an increase of 31%, and pro forma
proportionate EBITDA increased by 25% to (pound)701m.
     Pro forma turnover in the six months to 30 September 1999
increased by 20% to (pound)1,885m, with pro forma total Group
operating profit increasing by 15% to (pound)423m, before goodwill and
exceptional reorganisation costs of (pound)29m incurred in the US
following the merger. The Group is already seeing benefit from this
expenditure, which is generating savings in line with the plan
developed before merger completion.
     In the highly competitive US market, the Group's operations
increased total proportionate customers in the six months to 30
September 1999 by 458,000 to 9,138,000, connecting a total of
2,140,000 proportionate new customers during the period, including
388,000 proportionate customers connected by the CMT and PCS PrimeCo
joint ventures.
     The rollout of the US digital network is continuing with a
corresponding strong growth in the number of digital customers. A
total of 2,722,000 proportionate customers were using the digital
network at 30 September 1999, which represents 30% of the customer
base, compared to 22% at 31 March 1999 and 13% at 30 September 1998.
Incentives, an extensive advertising campaign and a new range of
tariffs have stimulated the increased migration of customers from the
analogue to the digital network. On average, customers connected to
the digital network generate higher revenues and a lower level of
churn than those connected to the analogue network.
     Average cost to connect in the US market for the six month period
to 30 September 1999 was $238, compared with $250 for the same period
in 1998. The growth in the digital customer base, where handset prices
are considerably higher than for analogue customers, has reduced the
rate of decline in the average cost to connect for the six month
period. This, together with costs incurred in the migration of
customers from analogue to digital, has impacted the level of
profitability.
     ARPU for the twelve month period ended 30 September 1999 on
wholly owned US networks was $486, compared to $533 for the comparable
period. However, average monthly revenue per customer remained
constant between the first and second quarters of the current
financial year as the effects of tariff declines were off-set by
increased usage and the benefits of customer migration to the digital
network. Average monthly usage per customer increased during the six
month period to 137 minutes, compared with 120 minutes for 1998.
     Churn on wholly owned US networks during the six months to 30
September 1999 was 28.5%, compared to 23.4% in the corresponding
period. New retention initiatives are being introduced which, together
with the increased number of customers on the digital network, are
anticipated to reduce the level of churn in US operations.
     Improvements in the distribution of cellular services are
continuing in the US with the opening of new retail shops, thereby
reducing reliance on independent retailers to support customer growth.
Customers connected through wholly owned retail operations are less
expensive to connect and, at the present time, churn is at a
significantly lower rate. At 30 September 1999 the total number of
retail outlets was 190 compared to 145 at 30 September 1998.
     The US paging business had in excess of 3.5 million customers at
30 September 1999 and continued to trade profitably during the period.
     The Group is considering an Initial Public Offering in the first
half of 2000 of Vodafone Pacific, which comprises its Australian and
New Zealand businesses together with the Group's 49% shareholding in
Vodafone Fiji. A controlling shareholding will be maintained after any
such offering.
     During the six months to 30 September 1999 the Group's Australian
network increased its customer base by 22% to 1,189,000 customers. The
network has operated profitably throughout the period.
     The Group has a 100% interest in Vodafone New Zealand, the only
GSM network in New Zealand. Since acquiring this operation on 30
October 1998 the customer base has more than doubled and, at 30
September 1999, there were 293,000 customers. A prepaid service has
been successfully launched in this market and 158,000 customers were
connected to this service at the end of the period. Vodafone New
Zealand is expected to pass through break-even in the second half of
the financial year.
     The Group entered into a series of transactions which, on
completion, gave it an equity interest of more than 20% in each of
Japan's nine regional mobile telecommunications companies and total
pro forma proportionate customers at completion of 1,721,000, based on
the number of venture customers at 30 September 1999. The total
consideration paid for the increased ownership interest in the three
Digital Phone and six Digital Tu-Ka companies was approximately $550m
and the Group has become the second largest shareholder, behind Japan
Telecom, in each venture. The nationwide roll-out of the Digital Phone
Group's "J-Phone" brand to each of the six former Digital Tu-Ka
companies has commenced and will increase the ability of the renamed
"J-Phone" companies to compete in the fast-growing Japanese mobile
telecommunications market. Overall customer growth in ventures in
which the Group has an interest was 18% in the period, with total
customers of over 7,300,000 at 30 September 1999. The Group is
pursuing new opportunities for delivering third generation ("3G")
wireless services in Japan through a partnership with Japan Telecom
and British Telecommunications Plc.
     The Group also has an 11.68% shareholding in Shinsegi Mobile
Telecommunications Company Inc., a digital network in South Korea. At
30 September 1999, this network had 3,172,000 customers and a 24.5%
market share.
     Following the merger, the Group's ownership interest in the
Globalstar partnership increased to 8.2%. The Globalstar
telecommunications system is based on a constellation of 48 low-earth
orbit satellites which, through dual mode handsets, will provide
Globalstar service when customers are outside terrestrial network
coverage. There are currently 44 satellites in orbit, with the final 4
satellites to be launched by the end of 1999. Globalstar plans to
launch full commercial service during the first half of 2000.
     On 21 September 1999, the Group announced that it had reached a
definitive agreement with Bell Atlantic Corp. to create a new wireless
business with a national footprint composed of Bell Atlantic's and the
Group's US wireless assets. This will enable the new enterprise,
serving approximately 20 million customers, to operate a national
footprint and offer flat rate coast-to-coast pricing plans.
     On 19 July 1999, an agreement was reached with Blackstone Group
to acquire the outstanding share capital of CommNet, which operates
wireless services in the mid-west of the United States. CommNet had
approximately 360,000 customers and the acquisition will fill a gap in
the US footprint, which is planned to lead to savings in roaming
charges and provide a wider service.

     OTHER FINANCIAL MATTERS

     Merger with AirTouch Communications, Inc.

     The merger with AirTouch was completed during the period and
acquisition accounting has been used to account for the transaction.
The goodwill arising has been provisionally calculated as (pound)40.9
billion and is being amortised primarily by reference to the unexpired
licence period and the conditions for licence renewal of the
underlying acquired network businesses. The amortisation periods
determined range between 8 and 40 years.
     The merger with AirTouch is expected to generate after tax net
cash flow savings of approximately (pound)200m per year by the year
ending 31 March 2002. Good progress has been made towards this target
in the three months since closure of the merger and a number of
initiatives are being implemented.

     Exchange rates

     Movements in exchange rates had a net favourable effect of
(pound)17m on pro forma total Group operating profit for the six
months ended 30 September 1999.

     Interest

     The net interest charge of (pound)136m was up from (pound)43m for
the comparable period, mainly due to the additional debt arising from
the merger with AirTouch. Total Group interest is covered 7.5 times by
total Group operating profit before goodwill and exceptional
reorganisation costs.

     Taxation

     The effective rate of taxation for the period, before goodwill
and disposals, increased to 32.5% from 28.7% in the year ended 31
March 1999, primarily due to the higher rates of taxation attributable
to the former AirTouch operations, whose results are included for the
three month period following merger completion.

     Dividend

     The interim dividend is increased by 5% from 0.624p (after
adjustment for the capitalisation issue) to 0.655p, reflecting the
Group's continuing strong trading performance and cash generation.

     Balance sheet

     Total equity shareholders' funds at 30 September 1999 were
(pound)39,559m compared with (pound)815m at 31 March 1999. The
increase included the issue of new share capital of (pound)38,708m,
primarily in relation to the merger with AirTouch, offset by a loss
for the period of (pound)72m (after goodwill amortisation of
(pound)574m), a declared dividend of (pound)203m and currency
translation adjustments of (pound)880m.
     Net debt increased by (pound)5,187m to (pound)6,695m, compared to
(pound)1,508m at 31 March 1999, primarily as a result of cash outflows
in relation to the merger with AirTouch. Net debt represented 7% of
the Group's market capitalisation at 30 September 1999 (31 March 1999
- 4%).
     On 30 September 1999, the Company implemented a 4 for 1
capitalisation (bonus) issue payable in the form of four shares for
every one share held at that date.

     Cash flow

     Cash generated from operating activities increased by (pound)453m
to (pound)966m due to the growth in the Group's operations and the
inclusion of the operating cash flows of the former AirTouch
businesses following the merger. The principal cash outflows during
the period related to cash consideration for the purchase of
subsidiary undertakings of (pound)3,493m, primarily in relation to the
AirTouch merger, equity investments in Italy and Japan totaling
(pound)452m, capital expenditure of (pound)644m and net interest and
other finance charges of (pound)116m, including dividends paid to
minority interests of (pound)22m.
     As a result of these cash flows, and acquired net debt of
(pound)1,684m, net debt at 30 September 1999 had increased by
(pound)5,187m compared to 31 March 1999. The Group launched a Euro1.5
billion eurobond issue in October 1999, the proceeds from which have
been used to refinance short term borrowings.

     Year 2000 Readiness Disclosure

     The Group is continuing to give high priority to the Year 2000
issue, which relates to the impact of the millennium on date sensitive
calculations. The Vodafone Group and AirTouch had begun comprehensive
millennium programmes to address the issue before the merger and these
have continued as implemented. Both programmes have involved
identification of critical systems, whose failure would pose a risk of
disruption to the Group's ability to maintain its networks and to
continue to provide services to customers, and the implementation of
modifications, systems testing procedures and contingency plans across
the Group's operations. The implementation of these programmes is
being monitored by the Executive Committee of the Board and, based on
the existing stage of completion and the assumption that third parties
will meet their commitments, the Group believes that it can avoid
serious disruption to the critical systems of its consolidated
markets. The Group monitors, through its Board representation, the
steps taken by its principal associated undertakings and principal
investments in relation to Year 2000 compliance.
     The Group has incurred costs of approximately (pound)5.1m in the
current period in relation to Year 2000 compliance and is satisfied
that the total future amount will not be material to the future
profitability or liquidity of the Group. However, an element of the
cost of Year 2000 compliance is not separately identifiable, as
millennium modifications are often embodied in software purchased and
developed in the normal course of business.
-0-

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

Six Six months to Year to

months to 30 September 31 March

30 1998 1999

September (pound)m (pound)m

1999

(pound)m Turnover

- Continuing operations  2,101 1,563 3,360

- Acquisitions 1,093 - -

-------- ------- -------

3,194 1,563 3,360

======== ======== ======= Operating profit/(loss)

- Continuing operations 467 398 847

- Acquisitions (33) - -

-------- -------- ------

434 398 847 Share of operating profit/(loss) in joint ventures and associated undertakings

- Continuing operations 69 57 116

- Acquisitions (91) - -

-------- -------- ------- Total Group operating profit 412 455 963 Disposal of fixed asset 1

65 66 investments

-------- -------- ------- Profit on ordinary activities 413 520 1,029 before interest

Net interest payable

- Group (119) (36) (76)

- Joint ventures and associated (17) (7) (18) undertakings

---------- --------- ------- Profit on ordinary activities 277 477 935 before taxation Tax on profit on ordinary

(276) (124) (252) activities

-------- -------- ------- Profit on ordinary activities 1 353 683 after taxation Equity minority interests

(60) (20) (46) Non-equity minority interests (13) - -

-------- -------- ------- (Loss)/profit for the financial (72) 333 637 period Equity dividends (203) (96) (197)

======== ======== ======= (Loss)/retained profit for Group and its share of joint ventures (275) 237 440 and associated undertakings

========== ========= ======= Basic (loss)/earnings per share (0.31)p 2.16p 4.12p Diluted (loss)/earnings per share (0.31)p

2.14p 4.11p Adjusted basic earnings per share 2.25p 1.74p 3.77p

PRO FORMA(a) CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

Six Six months Year to

months to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Turnover 4,208 3,322 7,018

===== ===== ====== Operating profit 466

446 762 Share of operating loss in joint ventures and associated (213) (437) (760) undertakings

------- -------- ------- Total Group operating profit 253

9 2

----------------------------------------------------------------------- Total Group operating profit before goodwill and exceptional items: - Subsidiary undertakings 928 878 1,624 - Joint ventures and associated 491 261 636 undertakings

------- -------- -------

1,419 1,139 2,260 Amortisation of goodwill (1,137)

(1,130) (2,258) Exceptional reorganisation costs (29)

- -

------- -------- ------- Total Group operating profit 253

9 2

----- ------ ------- ----------------------------------------------------------------------- Disposal of fixed asset 22 65 116 investments

------- -------- ------- Profit on ordinary activities 275

74 118 before interest Net interest payable

(220) (215) (460)

------- -------- ------- Profit/(loss) on ordinary 55

(141) (342) activities before taxation Tax on profit/(loss) on ordinary (401) (301) (584) activities

------- -------- ------- Loss on ordinary activities (346) (442) (926) after taxation Equity minority interests

(85) (68) (129) Non-equity minority interests (24) (26) (51)

===== ===== ====== Loss for the financial period (455)

(536) (1,106)

===== ====== ====== Basic loss per share (1.49)p

(1.77)p (3.64)p

Adjusted basic earnings per share 2.24p 1.74p 3.47p

(a) See basis of pro forma financial information described in Note 2

CONSOLIDATED BALANCE SHEET 30 SEPTEMBER 1999

30 30 31 March

September September 1999

1999 1998 (pound)m

(pound)m (pound)m Fixed assets Intangible assets 21,804 170 329 Tangible assets  5,267

1,724 2,150 Investments 21,412 331 372 ---------------------------------------------------------------------- Investments in joint ventures: - Share of gross assets 2,893

- - - Share of gross liabilities (237) - -

------- ------- --------

2,656 - - Investments in associated 18,470

236 275 undertakings Other investments 286 95 97 ----------------------------------------------------------------------

48,483 2,225 2,851 Current assets Stocks

125 36 45 Debtors 2,007 670 741 Liquid investments 73

- - Cash at bank and in hand 42 6 6

------ ------ --------

2,247 712 792 Creditors: amounts falling due 7,700

1,550 1,530 within one year

----- ----- ------ Net current liabilities (5,453)

(838) (738)

------ ----- ------ Total assets less current 43,030

1,387 2,113 liabilities Creditors: amounts falling due after more than one year 1,963 765 1,179 Provisions for liabilities and 73 16 10 charges

======= ======= ========

40,994 606 924

======= ======= ======== Capital and reserves Called up share capital 1,901 155 155 Share premium account

37,058 86 96 Other reserves

1,149 - - Profit and loss account (549) 280 564

------- ------- -------- Total equity shareholders' funds 39,559 521 815 Equity minority interests 475

81 105 Non-equity minority interests 960

4 4

======= ======= ========

40,994 606 924

======= ======= ========

CONSOLIDATED CASH FLOW FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

Six months Six months to Year to

to 30 September 31 March

30 1998 1999

September (pound)m (pound)m

1999

(pound)m

Net cash inflow from operating 966 513 1,045 activities Dividends received from associated 36 3 3 undertakings Net cash outflow for returns on investments and servicing of

(116) (17) (90) finance Taxation

(50) (86) (195) Net cash outflow for capital expenditure and (714) (293) (688) financial investment Net cash outflow for acquisitions (3,966) (82) (317) and disposals Equity dividends paid (74) (57)

(118)

-------- -------- -------- Cash outflow before management of liquid resources and financing (3,918) (19) (360)

Management of liquid resources (75) - - Net cash inflow from financing 4,032 10 353

======== ======== ======== Increase/(decrease) in cash in the 39 (9) (7) period

======== ======== ========

Reconciliation of net cash flow to movement in net debt Increase/(decrease) in cash in the 39 (9) (7) period Cash inflow from increase in debt (3,784) (18) (360) Cash outflow from increase in liquid 75 - - resources

-------- -------- --------- Increase in net debt resulting from (3,670) (27) (367) cash flows Debt acquired on acquisition of

(1,684) - - subsidiaries Accrued interest on discounted (11) (5) (5) financial instruments Translation difference 178 (23) (19)

-------- -------- --------- Increase in net debt in the period (5,187) (55) (391) Opening net debt (1,508)

(1,117) (1,117)

========= ========= ========= Closing net debt (6,695) (1,172) (1,508)

========= ========= =========

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

Six Six Year to

months to months to

30 30 31 March

September September 1999

1999 1998 (pound)m

(pound)m (pound)m

(Loss)/profit for the financial (72) 333 637 period Currency translation (880) (36) 6

====== ====== ====== Total recognised gains and losses (952) 297 643 for the period

====== ====== ======

MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

(Loss)/profit for the financial (72) 333 637 period Equity dividends (203) (96) (197)

------ ------ ------

(275) 237 440 Currency translation (880)

(36) 6 New share capital subscribed  38,708

8 19 Unvested option consideration 1,165 -

- Goodwill transferred to the profit and loss account in respect of - - 11 business disposals Scrip dividends

26 29 64 Other

- - (8)

------ ------ ------ Net movement in equity shareholders' funds 38,744 238 532

Opening equity shareholders' funds 815 283 283

====== ====== ====== Closing equity shareholders' funds 39,559

521 815

====== ====== ======

NOTES TO THE INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 1999

1 Basis of preparation

On 29 June 1999, Vodafone Group Plc ("Vodafone Group") was

renamed Vodafone AirTouch Plc ("Vodafone AirTouch"). On 30 June

1999, the merger of Vodafone AirTouch and AirTouch

Communications, Inc. ("AirTouch") was completed. Vodafone

AirTouch has accounted for the merger as an acquisition under UK

GAAP in accordance with Financial Reporting Standard 6,

"Acquisitions and Mergers". The unaudited pro forma consolidated

financial information has also been prepared on this basis.

The interim results have been prepared on a basis consistent

with the accounting policies set out on pages 36 and 37 of

Vodafone AirTouch Plc's Annual Report & Accounts for the year

ended 31 March 1999. The unaudited interim results should

therefore be read in conjunction with the 1999 Annual Report &

Accounts.

The Group has adopted FRS15, "Tangible fixed assets", in the

period. This has not resulted in any restatement of prior year

comparatives or adjustment to the results for the six month

period.

The interim results for the six months to 30 September 1999,

which were approved by the Board of Directors on 16 November

1999, do not comprise statutory accounts within the meaning of

section 240 of the Companies Act 1985. Full accounts for the

year ended 31 March 1999, incorporating an unqualified auditors'

report, have been filed with the Registrar of Companies.

2 Basis of pro forma financial information

The unaudited pro forma consolidated profit and loss accounts

and accompanying notes of Vodafone AirTouch for the six months

ended 30 September 1998, and the year ended 31 March 1999,

respectively, are derived from the unaudited and audited

consolidated financial statements of Vodafone Group and AirTouch

prepared for the relevant periods. The financial statements of

AirTouch, which were previously prepared under US GAAP, have

been adjusted to conform materially to Vodafone AirTouch's

accounting policies under UK GAAP following the merger. The

unaudited pro forma consolidated profit and loss account and

accompanying notes of Vodafone AirTouch for the six months ended

30 September 1999 has been derived from its consolidated

financial results for that period, and the unaudited financial

results of AirTouch for the three month period ended 30 June

1999.

The pro forma consolidation adjustments for the six months ended

30 September 1998 and the year ended 31 March 1999 have been

determined as if the merger took place on 1 April 1998, the

first day of the financial accounting period presented in the

unaudited pro forma consolidated profit and loss accounts for

those periods. Similarly, the pro forma consolidated adjustments

for the six month period ended 30 September 1999 have been

determined as if the merger took place on 1 April 1999.

The pro forma merger adjustments reflected in the unaudited pro

forma consolidated profit and loss accounts include assumptions

made by Vodafone AirTouch's management that it believes to be

reasonable. The unaudited pro forma consolidated profit and loss

accounts do not take into account any synergies, including cost

savings, or any severance and restructuring costs, which may or

are expected to occur as a result of the merger, except in so

far as such costs and savings have been included in the

financial statements of Vodafone AirTouch for the six month

period ended 30 September 1999. Additionally, the pro forma

consolidated profit and loss accounts do not include any

adjustments that may be necessary as a consequence of the

proposed joint venture arrangements with Bell Atlantic.

3 Segmental analysis

The Group operates substantially in one class of business, the

supply of mobile telecommunications services and products.

Analysis of total Group operating profit, net assets, pro forma

turnover and pro forma total Group operating profit by

geographical region is set out below.

Statutory basis

-------------------------------------

Six months Six months Year to

to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Total Group operating profit (before

goodwill and exceptional items)

United Kingdom 343 302 644

Europe, Middle East & 435 157 314

Africa

United States & Asia 237 (3) 14

Pacific

----- ----- -----

1,015 456 972

Amortisation of goodwill (574) (1) (9)

Exceptional reorganisation (29) - -

costs

----- ----- -----

412 455 963

===== ===== =====

At At At

30 30 September 31 March

September 1998 1999

1999 (pound)m (pound)m

(pound)m

Net assets

United Kingdom 734 597 779

Europe, Middle East & 19,296 785 900

Africa

United States & Asia 27,659 396 753

Pacific

Net borrowings (6,695) (1,172) (1,508)

----- ----- -----

40,994 606 924

===== ===== =====

Exceptional reorganisation costs are in respect of the merger

with AirTouch and have been incurred in the United States.

3 Segmental analysis (continued)

Pro forma basis(a)

--------------------------------------

Six months Six months Year to

to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Turnover

United Kingdom 1,313 967 2,088

Europe, Middle East & 1,010 783 1,617

Africa

United States & Asia 1,885 1,572 3,313

Pacific

====== ====== =====

4,208 3,322 7,018

====== ====== =====

Total Group operating

profit (before goodwill

and exceptional items)

United Kingdom 343 302 644

Europe, Middle East & 653 468 983

Africa

United States & Asia 423 369 633

Pacific

------ ------ ------

1,419 1,139 2,260

Amortisation of goodwill (1,137) (1,130) (2,258)

Exceptional (29) - -

reorganisation costs

------ ------ -----

253 9 2

====== ====== =====

Profit on ordinary

activities before

taxation, goodwill and

exceptional items

Total Group operating

profit (before goodwill 1,419 1,139 2,260

and exceptional items)

Net interest payable (220) (215) (460)

------ ------ ------

1,199 924 1,800

====== ====== ======

(a) See basis of pro forma financial information described in

Note 2.

4 Taxation

Six months Six months Year to

to to 31 March

30 September 30 September 1999

1999 1998 (pound)m

(pound)m (pound)m

United Kingdom taxation 76 87 169

International taxation:

Subsidiary undertakings 125 32 73

Associated undertakings 75 5 10

------ ------ -----

200 37 83

------ ------ -----

276 124 252

====== ====== =====

5 Equity dividends

An interim dividend of 0.655p (1998 - 0.624p) per share will be

paid on 11 February 2000 to shareholders on the register of

members on 26 November 1999.

Shareholders may take a scrip dividend alternative to the cash

dividend in accordance with the rules of Vodafone AirTouch Plc's

Scrip Dividend Scheme. The ex-dividend date is 22 November 1999

and the last date for elections or variations to mandates under

the Scrip Dividend Scheme is 11 January 2000.

6 Earnings per share

Six Six months Year to

months to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Statutory basis

(Loss)/earnings for basic

and diluted (loss)/earnings (72) 333 637

per share

Amortisation of goodwill 574 1 9

Exceptional reorganisation

costs, net of attributable  18 - -

taxation

Disposals of fixed asset

investments, net of (1) (65) (64)

attributable taxation

------ ------ -------

Earnings for adjusted 519 269 582

earnings per share

====== ====== =======

Weighted average number of

shares (millions):

Basic and adjusted 23,096 15,430 15,445

Earnings per share has been restated for prior periods to

give effect to the capitalisation issue on 30 September 1999.

6 Earnings per share (continued)

Six Six months Year to

months to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Pro forma basis(a)

Loss for the financial

period for basic loss per (455) (536) (1,106)

share

Amortisation of goodwill 1,137 1,130 2,258

Exceptional reorganisation

costs, net of attributable 18 - -

taxation

Disposals of fixed asset

investments, net of (14) (65) (98)

attributable taxation

------ ------ ------

Earnings for adjusted 686 529 1,054

earnings per share

====== ====== =====

Weighted average number of

shares (millions):

Basic and adjusted 30,564 30,364 30,381

(a) See basis of pro forma financial information described in

Note 2.

7 Reconciliation of operating profit to net cash inflow from

operating activities

Six Six months Year to

months to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Operating profit 434 398 847

Depreciation and 541 133 297

amortisation

Increase in (5) (6) (15)

stocks

Increase in debtors (201) (107) (213)

Increase in creditors 197 95 129

====== ======= =======

966 513 1,045

====== ======= =======

8 Net cash outflow for capital expenditure and financial investment

Six Six months Year to

months to to 31 March

30 30 September 1999

September 1998 (pound)m

1999 (pound)m

(pound)m

Purchase of intangible (62) (16) (18)

fixed assets

Purchase of tangible fixed (644) (315) (737)

assets

Purchase of trade (16) (1) (4)

investments

Disposal of tangible fixed 3 - 54

assets

Disposal of trade 4 36 14

investments

Loans repaid by associated

undertakings 1 3 3

======= ======= =======

(714) (293) (688)

======= ======= =======

9 Net cash outflow for acquisitions and disposals

Six months Six months Year to

to to 31 March

30 30 1999

September September (pound)m

1999 1998

(pound)m (pound)m

Purchase of subsidiary (3,493) (11) (255)

undertakings

Net overdrafts acquired with

subsidiary (1) (10) -

undertakings

Disposal of interest in - - 19

subsidiary undertaking

Purchase of interests in

associated (479) (63) (75)

undertakings

Purchase of customer bases (2) (1) (10)

Disposal of interests in

associated 9 3 4

undertakings

======= ======= ======

(3,966) (82) (317)

======= ======== ======

10 Analysis of net debt

Other

Acquisitions non-cash

At 1 (excluding changes At 30

April Cash cash & & September

1999 flow overdrafts exchange 1999

(pound)m (pound)m (pound)m movements(pound)m

(pound)m

Liquid investments - 75 - (2) 73

----- ----- ---- ----- ------ Cash at bank and 6

36 - - 42

in hand Bank overdrafts (6) 3 - - (3)

------- ------ ------ ------ ------

- 39 - - 39

------- ------- ------ ------ ------ Debt due within

one year (371) (4,664) - 104 (4,931)

(other than bank

overdrafts) Debt due after one (1,137) 879 (1,679) 65 (1,872)

year Finance leases - 1 (5) - (4)

------- ------ ------ ------ ------

(1,508) (3,784) (1,684) 169 (6,807)

------- ------ ------ ------ ------

(1,508) (3,670) (1,684) 167 (6,695)

======= ====== ====== ====== ======

A substantial proportion of the debt maturing within one year is

commercial paper, issued under the Group's $5 billion US

commercial paper programme and its (pound)2 billion Euro

commercial paper programme. Drawings under both programmes are

fully supported by committed bank facilities and the average

maturity period of the committed facilities covering the debt is

2.8 years.

11 Merger with AirTouch Communications, Inc.

The merger with AirTouch Communications, Inc. was completed on

30 June 1999. Acquisition accounting has been used to account

for the merger and the table below sets out certain details of

the assets acquired, purchase consideration and the calculation

of the goodwill arising thereon. Due to the proximity of the

merger to the period end, the accounting policy alignment and

the fair value adjustments are provisional.

Accounting

policy Fair

Balance sheet and fair value

at acquisition value balance

(pound)bn adjustments sheet

(pound)bn (pound)bn

Intangible fixed assets 5.3 (5.3) -

Tangible fixed assets 2.6 0.3 2.9

Investments 2.5 (0.2) 2.3

Net borrowings (1.5) - (1.5)

Other net liabilities (1.2) 0.6 (0.6)

------ ----- ------

7.7 (4.6) 3.1

===== =====

Minority interests (1.3)

Goodwill 40.9

------

Purchase consideration 42.7

======

Satisfied by:

Cash consideration 3.5

Share consideration 38.5

Unvested option consideration 0.7

=======

42.7

=======

12 Summary of differences between UK and US GAAP

The interim results have been prepared in accordance with UK

generally accepted accounting principles ("UK GAAP"), which

differ in certain significant respects from US GAAP. A

description of the relevant accounting principles which differ

materially is given on page 59 of Vodafone AirTouch Plc's Annual

Report & Accounts for the year ended 31 March 1999 (prepared

under its former name, Vodafone Group Plc). The effects of these

differing accounting principles are as follows:

Statutory basis

------------------------------- Six

Six Year to

Six Six Year to

months to months to 31 March

30 30 1999

September September (pound)m

1999 1998

(pound)m (pound)m

UK GAAP net (loss)/income (72) 333 637

Items (increasing)/decreasing

net loss:

Goodwill amortisation (158) (50) (99)

Reorganisation costs 25 - -

Profit on disposal of fixed - - 4

asset investments

Income taxes 173 (8) (28)

Minority interests 11 - -

Other (3) 1 (4)

====== ====== ======

Net (loss)/income in

accordance with US GAAP (24) 276 510

====== ======= ======

US GAAP basic (loss)/earnings (0.10)p 1.79p 3.30p

per ordinary share

Pro forma basis(a)

-------------------------------

Six Six Year to

months to months to 31 March

30 30 1999

September September (pound)m

1999 1998

(pound)m (pound)m

UK GAAP pro forma net loss (455) (536) (1,106)

Items (increasing)/decreasing

net loss:

Goodwill amortisation (267) (268) (535)

Reorganisation costs 25 - -

Profit on disposal of fixed - - 4

asset investments

Income taxes 359 331 637

Minority interests 22 22 45

Other (3) 5 4

===== ====== ======

Pro forma net loss in

accordance with US GAAP (319) (446) (951)

====== ====== ======

US GAAP pro forma basic

loss per ordinary share (1.04)p (1.47)p (3.13)p

(a) See basis of pro forma financial information described in

Note 2.

13 Pro forma proportionate information

The following tables of pro forma customer and financial

information are presented on a proportionate basis.

Proportionate presentation is not required by UK GAAP and is not

intended to replace the consolidated interim financial

statements prepared in accordance with UK GAAP. However, since

significant entities in which the Group has an interest are not

consolidated, proportionate information is provided as

supplemental data to facilitate a more detailed understanding

and assessment of the consolidated financial statements prepared

in accordance with UK GAAP.

UK GAAP requires consolidation of entities controlled by the

Group and the equity method of accounting for entities in which

the Group has significant influence but not a controlling

interest. Proportionate presentation is a pro rata

consolidation, which reflects the Group's share of turnover and

expenses in both its consolidated and unconsolidated entities.

Proportionate results are calculated by multiplying the Group's

ownership interest in each entity by each entity's results.

Proportionate information includes results from the Group's

equity accounted investments and investments held at cost. The

Group does not have control over the turnover, expenses or cash

flow of these investments and is only entitled to cash from

dividends received from these entities. The Group does not own

the underlying assets of these investments.

As a condition to the European Commission's approval of the

merger with AirTouch Communications, Inc. the Group entered into

an undertaking to dispose of its interest in E-Plus Mobilfunk

GmbH following merger completion. As a result, pro forma

proportionate customer and financial information excludes E-Plus

for all of the periods presented.

Pro forma basis

----------------------------

At 30 At 30 At 31

September September March

1999 1998 1999

Proportionate customer information

(thousands)

United Kingdom 6,865 3,940 5,575

Europe, Middle East & Africa 12,057 6,666 9,170

United States & Asia Pacific 12,559 9,225 10,676

------- -------- -------

Proportionate number of customers 31,481 19,831 25,421

13 Pro forma proportionate information (continued)

Pro forma basis(a)

------------------------------

Six Six Year to

months to months to 31 March

30 30 1999

September September (pound)m

1999 1998

(pound)m (pound)m

Proportionate financial

information

United Kingdom 1,350 1,005 2,170

Europe, Middle East & Africa 2,097 1,466 3,208

United States & Asia Pacific 2,333 1,782 3,807

------ ------ ------

Proportionate turnover 5,780 4,253 9,185

====== ====== ======

United Kingdom 448 383 816

Europe, Middle East & Africa 738 513 1,127

United States & Asia Pacific 701 560 1,103

------ ------ ------

Proportionate EBITDA (b) 1,887 1,456 3,046

Less: depreciation and

amortisation, (584) (437) (991)

excluding goodwill

------ ------ ------

Proportionate total Group

operating profit 1,303 1,019 2,055

before goodwill and exceptional

costs

====== ====== ======

(a) See basis of pro forma financial information described in

Note 2.

(b) Proportionate EBITDA (earnings before interest, tax,

depreciation and amortisation) is defined as operating

profit before exceptional reorganisation costs plus

depreciation and amortisation of subsidiary undertakings,

associated undertakings and investments, proportionate to

equity stakes. Proportionate EBITDA represents the Group's

ownership interests in the respective entities EBITDA. As

such, proportionate EBITDA does not represent EBITDA

available to the Group.

14 Rates of dividend

Six Six

months to months to

30 30

September September

1999 1998

Interim proposed (% of nominal  10.8% 9.9%

value)

Amount absorbed (to shareholders on (pound)203m (pound)96m

the Register at close of business

on 26 November 1999)

The rate of the interim dividend for the six months ended 30

September 1998 has been restated.

15 Other information

The Interim Report will be sent to shareholders and copies will

be available to the public, on request, from the Company's

Registered Office at The Courtyard, 2-4 London Road, Newbury,

Berkshire, RG14 1JX. The Group currently anticipates announcing

its preliminary results for the year ending 31 March 2000 in

May 2000.