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Vimpel (NASDAQ:VIP)

Q1 2011 Earnings Call

June 1, 2011 10:30 a.m. ET

Executives

Alexandra Tramont – Vice President, Financial Dynamics

Alexander Izosimov – Chief Executive Officer

Henk van Dalen – Chief Financial Officer

Khaled Bichara – President and Chief Operating Officer

Elena Shmatova – General Director, Head, Russian Operations

Dmitry Kromsky – Head, CIS Operations

Artem Nitz – Acting CFO, Ukraine

Gerbrand Nijman – Investor Relations

Analysts

Alex Kazbegi – Renaissance Capital

Tibor Bokor – Otkritie

Will Kirby - Nevsky Capital

Herve Drouet - HSBC

Stefan Gauffin - Nordea

Igor Semenov - Deutsche Bank

Will Milner - Arete Research

Viktor Klimovich - VTB Capital

Howard Goldberg - Credit Agricole

[Constantin Belov - Urosobid Capital]

[Vyashlav Shalun] with Deutsche Bank

Alex Wright - UBS

Kay Hope - Bank of America

Kathleen Middlemiss - UBS

Nadezhda Golubeva - Unicredit

Rita Tsovyan - Renaissance Capital

[Marina Valinska - Commerce Bank]

Anna Lepetukhina - Troika Dialog

Operator

Good day everyone and welcome to the VimpelCom Ltd. first quarter 2011 earnings conference call. Today's conference is being recorded. At this time, I would like to turn the call over to Alexandra Tramont, with Financial Dynamics. Please go ahead.

Alexandra Tramont – Vice President, Financial Dynamics

Thank you. Good morning and welcome to VimpelCom's conference call to discuss the company's first quarter 2011 financial and operating results.

Before getting started, I would like to remind everyone that except for historical information, statements made on this conference call may constitute forward-looking statements that involve certain risks and uncertainties. These statements relate in part to one, the benefit of the company's combination with Wind Telecom, including expected [inaudible] and [inaudible] expend future margins, events, and [inaudible] expenditures.

Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including the risks detailed in one, the company's press release announcing first quarter 2011 financial and operating results and related presentation; two, the company's practice statement filed with the SEC on Form 6-K on February 15, 2011; and three, other public filings made by the company with the SEC, each of which are posted on the company's website at www.vimpelcom.communication and the and the SEC’s website at www.sec.gov.

VimpelCom disclaims any obligation to update developments relating to these risk factors or to announce publicly any revision to any of the forward-looking statements made on this conference call or to make corrections to reflect future events or developments.

If you have not received a copy of the fourth quarter and full year 2011 financial and operating results press release, please call FD at 212-850-5600 and it will be forwarded to you. In addition, the press release and the earnings presentation, each of which includes reconciliations of non-GAAP financial measures presented on this conference call, can be downloaded from the VimpelCom website.

At this time, I would like to turn the call over to Alexander Izosimov, chief executive officer of VimpelCom.

Alexander Izosimov – Chief Executive Officer

Thank you. Good afternoon for those joining us in Europe and good morning for those who are from the U.S. And now let me introduce the people participating on this call. Here with me in Amsterdam are Henk van Dalen, our chief financial officer; Khaled Bichara, president and chief operating officer; Elena Shmatova, who runs our business in Russia; Dmitry Kromsky, head of our CIS operations; Artem Nitz, who is acting CFO in Ukraine, and Gerbrand Nijman, our new head of investor relations.

On this call, we will discuss our first quarter operational and financial results, as well as the recent developments at VimpelCom. Before we discuss the first quarter, though, we want to mention several important items. We completed the combination with Wind Telecom on April 15. However, the information we're discussing today in VimpelCom does not include the merged assets of Wind.

We will publish full pro forma data including these assets in early August, well ahead of our second quarter results. For your information, we have provided a for example, we results for the new combined group on a pro forma basis. In addition, we have included key highlights of the already reported results of Wind [Italy] and [Orascom] on a standalone basis. So today's presentation will focus the actual first quarter results of VimpelCom.

Well, now let's turn to slide number 5. VimpelCom's operational and financial performance during the first quarter of the year was strong compared to the same period last year and our business continues to develop as planned.

Russia remains our top priority and while the situation there remained challenging in the first quarter, we were pleased to see some early progress from our programs as we have continued to grow our active subscriber base.

We see good progress in Ukraine, driven by market improvement and synergies well ahead of schedule, in a challenging competitive environment where aggressive [inaudible] campaigns are targeted at regaining subscriber market share. In the CIS, we are steadily growing revenues while maintaining healthy margins.

Recently, we also made substantial progress in Southeast Asia where we completed the acquisition in Laos and signed new arrangements with our Vietnamese partners which gives us firm operational control and reignites our operations in Vietnam.

Obviously the hallmark of the year is the completion of the transformational deal with Wind Telecom in April. It has more than doubled the size of our subscribers and business and positioned VimpelCom among the top tier of international telecom companies.

Along with the recent management changes that we announced, we have already launched the integration process and are confident we will be able to realize the full advantages of the scope and scale that we targeted with this transaction. Now I'll pass the floor to our CFO, Henk van Dalen, who will describe the group's financial performance. Henk, it's yours.

Henk van Dalen – Chief Financial Officer

Thank you Alexander. Let me remind you that we are presenting the quarterly consolidated financial results only of VimpelCom Limited with Kievstar's operations incorporated starting from April 21, 2010 when the acquisition was effectively completed. In the press release that we issued early this morning you will also find pro forma statements on a consolidated level and for our Ukranian business unit.

Our revenues increased with over $500 million, or 23% over the first quarter of 2010, with $2.7 billion. Consolidation effect of Kievstar was $340 million organic growth in positive. Forex accounted for the remainder of the increase. Compared to the first quarter 2010, the gross margin grew by 20%, million due to the consolidation effect of Kievstar and positive forex effects. Increased gross margin in the CIS was set off by lower gross margin in Russia, but higher cost of sales grew by 29% due to changes in the traffic mix causing higher interconnect expenses and negative margin on devices.

Compared to the first quarter 2010, SG&A increased by 26%. Organic growth of SG&A was almost 30% over the [inaudible], about 10%. Consolidation effect of Kievstar accounted for the remainder. OIBDA also grew substantially year over year to $1.2 billion, affecting the fundamental strength of operation despite increased spending and investment in certain markets.

Compared to the same quarter a year ago, OIBDA increased by almost $170 million as a result of the consolidation of Kievstar and positive forex effect and lower [inaudible] in Russia. OIBDA margin decreased slightly from the fourth quarter to the first quarter of '11, mainly as a result of [inaudible] investments in our Russian business.

Despite that, we had a record level of net income, primarily due to foreign exchange gains compared to the first quarter of 2010, which is up nearly 28% sequentially despite the impact of seasonality on our revenues, declined 3% from last quarter.

Net cash from operating activities continued to be strong over the quarters, enabling significant capex and interim dividend payments. I'll go to the next slide, slide number 7. As you can see here on this slide our financial position remains strong. Net operating cash flow was $1 billion [inaudible] our investments in our infrastructure which total over $550 million on a cash basis.

Capex increased in the first quarter compared to a year ago, reflecting the acceleration of [inaudible] development and a more normal phasing of capex throughout the year. We also paid nearly $250 million in dividends in cash in the quarter. The second quarter we will pay the final dividend for the year 2010.

Net debt was essentially flat sequentially. As you can see on the slide, we finished the quarter with a healthy balance of cash and cash equivalents of almost $1.9 billion. Moreover, our balance sheet ratios are solid with total net debt over the last 12 months of approximately 0.9.

All in all, [inaudible] basis of our investments in profitable growth of the company can be funded going forward. They effectively, as you know, have been funded going forward due to the merger with the Wind Telecom group.

Now onto the next slide, the debt structure. Our U.S. dollar-denominated net debt has increased in the first quarter. However, we continue to maintain a significantly more balanced debt profile than we have had historically with a roughly 60-40 split between dollar- and ruble-denominated debt. The change from the fourth quarter reflects the successful placement of a [dual trans] $1.5 billion in February which included a $500 million tranche yielding just below 6.5% and a $1 billion 10-year tranche with an interest rate of slightly above 7.7%.

Included in the above-mentioned $1.5 billion we were able to complete a new round of financing of up to $6.5 billion in relation to the Wind Telecom transaction for refinancing the adjusted obligation and of course also for certain further business expenses.

Then I take you very briefly to the financial structure post-merger and our preliminary figures they are results on a pro forma basis and we intend to provide the market with a full set of pro data in early August and that will include also the way in which we will then look at the segmentation of the [group], at least for the levels of [inaudible].

The additional information that we provide here shows that the first quarter of this year would have been $5.5 billion revenue, assuming that the group would have been there in that first quarter already, the combined group [inaudible] $2.3 billion. For the total of 2010, this would have been $21.8 billion and $9.3 billion.

Total gross debt following the merger is approximately $27 billion and the net debt is around $23 billion, leading to a net debt to OIBDA ratio of around 2.5.

And finally, I take you to the dividend. In April our supervisory board declared the final dividend payment for 2010 in the amount of $244 million. This brings the terms of the dividend payments over 2010 to $1.1 billion. As announced, the dividend will be paid before June 30 this year.

We would also like to give a brief update on the new dividend guidelines for 2011 as also published on our website. Barring unforeseen circumstances, the company aims to pay out at least $0.80 per common share per year, assuming not more than 1,628 million common shares are issued than outstanding.

The company plans to pay the annual dividend in two tranches. The first tranche will be an interim dividend paid during the second half of the year. The second tranche will be the final dividend that will be paid out following the annual results announcement.

The details of these payments are of course, as always subject to approval by the supervisory board and the update of this guideline and the increase in the annual dividend is a reflection of the increased [inaudible] business and the strength of our enhanced financial position.

Now I'll pass the floor back to Alexander who will discuss the results of our business units.

Alexandra Tramont – Vice President, Financial Dynamics

Thanks Henk. As we mentioned before, Russia remains our top priority. In line with the initiatives we announced during the last call, we continue to improve our operations and are already seeing the first results of our efforts.

We have reversed the negative trend in active subscriber base and gained 1.7 million active customers in a year, of which 1 million in the first quarter of this year alone. Despite the growth in subscriber base, we were able to keep RPU stable year-on-year. We invested heavily in the 3G rollout to improve the coverage in densely populated areas. In addition, we made selective investments in 2G to improve the quality of our mobile resources.

We achieved leadership in distribution whereby our products are available in the maximum reachable point of sale throughout the country. Sponsored sale of devices led to 20% more mobile broadband customers at the end of March compared to the end of December.

RPU and MOU dynamics reflect usual winter seasonality as people travel less and spend more that I mentioned earlier indoors. It also affects the B to B customers as there are 11% less working days in the quarter if you compare it with the last quarter of 2010.

Our fixed line business continues to evolve as well. In the FTTB segment we continue to grow the active customer base and see encouraging RPU dynamics. We continue to roll out [our YTTB] offering which is now available in 25 cities. We are confident that with our high quality integrated product offerings, VimpelCom will become the top player in the Russian broadband market.

Now, a few words about our financial results in Russia. Our revenues in Russia increased 5% year-on-year, and amounted to more than 60 billion rubles. The main driver for this growth is data services, both in fixed and mobile segments and a substantial part of mobile revenue growth came from the sale of handsets and other equipment which amounted to 1.4 billion rubles.

Quarterly mobile OIBDA margin in Russia was 45.5%, in line with our indication of last quarter and it reflects our ongoing market activities including discounts for 3G devices and rapid network expansion, which is driving additional costs. In line with our expectation, the consolidated OIBDA margin in Russia stayed at 42.1%.

Going forward, we expect the competitive situation in the Russian market to remain challenging and would require us to balance the level of investments and OIBDA margin. Although CapEx in the first quarter was lower than the last two quarters of last year, we returned to our normal investment pattern in Russia and we will adhere to our philosophy of investing as we grow, with an improved phasing throughout the year.

We continue to expect that total 2011 capex in Russia will be at around 20% of our revenues. We believe this will be sufficient to ensure our competitive position in existing businesses and to benefit from growing demand for new services in the data segment.

Let's move to our next business unit, Ukraine. In Ukraine, during the first quarter of this year, aside from the usual seasonal patterns and interconnect rate cuts, we continued to see further improvements of our operations. We continue to promote high on net usage, mainly targeted at the price-sensitive segment.

This helped us to reduce churn and reverse the customer attrition trends. Our active subscriber base remains stable at 24.4 million subscriptions. On the back of growing usage, the RPU trend indicates the good quality of our new customers as RPU was up 3% when compared to the first quarter of 2010.

We see this as a clearly successful result of our new pricing policy and expect it to support an upward RPU trend going forward. We are the fastest-growing broadband provider in the country with 35,000 new active customers added in the first quarter of this year. We continue to invest in FTTB and aspire to become the number-one alternative broadband operator in Ukraine.

On a pro forma basis, our quarterly revenues increased 4% year-on-year despite substantial cuts in interconnect rates. Compared to the previous quarter, our revenue dynamics reflect the usual seasonal trends. Our quarterly OIBDA increased year-on-year by 15%, while our OIBDA margin remained in our target level of the mid-50s.

We are continuing our operational excellence program and synergy initiatives to maintain our margins. The synergies from the combination of VimpelCom's business in Ukraine with Kievstar have thus far exceeded our expectations. We expect to continue to see the effect of synergies going forward.

In order to accommodate the growing demand for more sophisticated voice and data services, we continue to invest in our networks. The capex to revenue ratio was 12% in the first quarter of this year. We expect the capex to revenue ratio for 2011 to be in the mid-teens range. We are pleased with the development of our operations in Ukraine and look forward to consolidating our leadership position.

Now, let's turn to the CIS segment. Our business in CIS continues to show strong financial results. We are growing revenues year-on-year at double digit rates in virtually all of our markets despite the intensified competition in all CIS countries. Our efforts in our two largest markets in the region, Kazakhstan and Uzbekistan, are paying off.

In Kazakhstan, in the first quarter of 2011, we observed continued subscriber growth, 15% on a year-on-year basis and a robust OIBDA margin of over 50%. However, going forward, we expect more margin pressure due to the long-awaited operational entrance of Tele2 and the introduction of per-second billing.

At the end of the first quarter of 2011, all operators in the country introduced per-second billing for their subscribers in compliance with the new local legislation. We continue to accelerate the rollout of 3G in the country, and we are honored that our coverage was recognized as the best in Kazakhstan. Additionally, data revenue has increased on a year-on-year basis by approximately 66%.

In Uzbekistan, our turnaround efforts have started to pay off. Our sales and marketing push resulted in a 46% increase in the number of active subscribers as compared with the first quarter of 2010. Our revenues have increased by 30% year-on-year with strong OIBDA margin of 45.7%, demonstrating the underlying strength of our core business in the country.

Now, let's turn to Southeast Asian operations. With just under 2 million subscribers, our operations in this region are still in a very early stage of development. We stick to our philosophy of investing as we grow, and are taking a cautious approach to our investment decisions here.

In Vietnam, following our financing in May, we increased operational control and developed a more focused strategy with a comprehensive commercial relaunch and with more focused investments in the network. First quarter results were according to management expectations.

In Cambodia, we managed to turn around the negative impact of 2010 regulatory action. Our first quarter dynamics look very encouraging in terms of double digit quarter-on-quarter growth in both revenues and subscribers. We successfully acquired the Laos operation from Millicom in March 2011.

Laos operations continue to be on a very strong growth path. On a pro forma basis, Laos showed year-on-year growth of 60% in active subs in the first quarter of 2011. With a population of more than 110 million, we remain optimistic about the potential of the Southeast Asia mobile market and we continue to enhance our presence in this region.

In summary, the first quarter saw solid financial performance with year over year growth across our business units as well as strong performance from the Wind Telecom assets, which we will be consolidating in the coming quarter. We are pleased to see that the efforts we have taken to enhance our market position have achieved results, even amidst the backdrop of strong seasonal effects and increased competition.

Looking ahead in Russia, the company will continue to focus on sales and marketing in both mobile and fixed line broadband and we are confident that we will be able to continue to improve our market position. In addition, we have started cost-saving initiatives, our focus remaining on accelerating our growth in these key markets.

In the Ukraine, we continue to exceed our synergy targets and our market share is recovering nicely, consolidating our leadership position. The story in the CIS continues to be steady: Strong revenue growth and healthy margins.

I would like to close with a few brief comments on our next stage of development, the combination with Wind Telecom. This deal takes our business to the next level, with significantly expanded scale and scope, and creates a leading global telecom company.

Now that the transaction is behind us, we are fully in the integration mode. Our expectation is that we will achieve $370 million of combined operating expense and capital expenditure synergies per annum on a recurring revenue basis beginning in 2013, and the net present value of the synergies would be $2.5 billion.

Furthermore, we put the management team in place to lead the combined company. As we announced last month, our supervisory board has approved a new corporate structure designed to support the successful development of VimpelCom's enlarged commercial and geographic footprint while maintaining a lean corporate and management function.

Finally, as you know, I will be stepping down as chief executive officer at the end of the month. I was hired to lead the transformation of VimpelCom into a leading global telecommunications company with strong growth prospects and this is now clearly a reality.

The job of leading the company into this exciting future now passes to Jo Lunder and the rest of the senior management that we have assembled both here in Amsterdam in the headquarters and at the business unit level across the company. All of VimpelCom will work to deliver on the promise of our growth platform. The focus is firmly on strengthening the financial position through rapid debt paydowns, driving sustained growth in our business, and delivering enhanced value to our shareholders.

With that, we are happy to take your questions. So operator, could you please instruct the audience on how we proceed now with the questions?

Question-and-Answer Session

Operator

Thank you. [Operator instructions.] And for our first question we'll hear from Alex Kazbegi with Renaissance Capital

Alex KazbegiRenaissance Capital

My two questions, I guess. One would be if you can maybe elaborate a little bit more on the gross margin decline. Presumably the reasons are interconnect, the subsidy, so especially I'm just curious to find out - I mean, you were saying in the presentation as well that you clearly subsidized the - I don't know if it's USB modems or modems in general. For the broadband you had quite a good uptick of subscribers on the residential side. So I was wondering again, for the reasons again, to have the good morning lower. And also just going forward, what should we expect in terms of the subsidies, you see the reasonable level, are they going to be still very aggressive going forward, or do you think that period has sort of lapsed now? The second, just want you to comment - I mean, it's not sort of our job to compare you with some other operators, but your revenue growth in data has been actually markedly slower than what we have seen with your immediate sort of competitors in Russia. So I was just wondering again what do you see impeding that? And how do you see that changing going forward? Thank you.

Elena Shmatova – General Director, Head, Russian Operations

Gross margin definitely was impacted both by our bundles, which we provided for USB modems, because we really went into this activity in order to stimulate their traffic and the usage from our subscribers, because we think that for us it was very important to launch that company. As I would say, try and buy. Our 3G network was not very well developed, I would say, in 2009, 2010, and that caused subscribers more looking toward our competitors to get that service. And so when we launched the network buildout, we wanted to show the subscribers that yes, the service is already there and we have to stimulate them somehow to start using it. So that was kind of a natural development, to follow the network construction with the marketing activities. And that's kind of the data story. And that's why we haven't yet seen such a huge increase in data revenue because initially we have to concentrate on the growth of subscriber base and traffic. So that's kind of the data story.

Going forward, of course, we are planning to rebalance our approach and to prove, I would say, more services, kind of, on [inaudible] and using the opportunity to give more comfort to our subscribers with predicted level of spending. So that's the idea going forward.

But also, good morning was impacted by rebalancing our voice tariffs, because you know that for quite a long time our price for voice was far above the market, the average on the market. So of course we needed to rebalance it and that also was part of the [inaudible] store and pricing excellence that definitely also should be also a combination of value versus price. So that was the major reasons for decline in gross margin.

Alex KazbegiRenaissance Capital

But do you see the subsidies on the bundles and everything to continue for the time being or have you been sort of less aggressive on that side?

Elena Shmatova – General Director, Head, Russian Operations

In certain regions, where we think that we should kind of promote the idea that our network is already there, yes, we will continue, but generally speaking, in some other regions where we see that the situation is already fine, then we will start to kind of limit those activities.

Operator

And next we'll move on to Tibor Bokor with Otkritie

Tibor Bokor Otkritie

I would like to continue on the Russian strategy, specifically with the fixed-line strategy, and is it a build or is it a buy strategy extending into Russian regions? Are you going to invest into building FTTB? Or do you see good acquisition targets on the horizon? That's my first question.

Elena Shmatova – General Director, Head, Russian Operations

Initially, yes. Our assumption was that we have to go with a green field in FTTB construction, and we are following that policy, but nevertheless, of course if we see good opportunity on the market for acquisitions, of course we are looking into it as well, especially in certain cases in the cities where there are already several competitors, it's much more efficient to grow through M&A rather than build out. So it's both, combination.

Tibor Bokor Otkritie

Is there any target that you can share with us in terms of what is your target market share in terms of fixed line broadband in Russia?

Elena Shmatova – General Director, Head, Russian Operations

No. Actually it's pretty hard to give targets on the markets where there is no specific, frankly speaking, information about the size of that market, because a lot of small companies which are operating in that segment they're just not publishing their data.

Tibor Bokor Otkritie

Understood. And the last question is on the Euroset. Can you give us the number, how much Euroset contributed into the P&L in the first quarter?

Elena Shmatova – General Director, Head, Russian Operations

In which sense? We are not consolidating Euroset.

Tibor Bokor Otkritie

In terms of the net income impact, equity [inaudible] consolidation.

Henk van Dalen – Chief Financial Officer

Most of the step up that you see in the comparison on the statement of income, between March 31, 2010 and March 31, 2011, under the heading of equity in net gain or loss of associate7, comes from that. The total amount is 63.

Tibor Bokor Otkritie

And most of that comes from Euroset. Is that correct?

Henk van Dalen – Chief Financial Officer

Yes. That is Euroset.

Operator

And next we'll move to Will Kirby with Nevsky Capital.

Will Kirby - Nevsky Capital

Just one question please. Sales and marketing expense in the income statement was quite well controlled, especially given advertising rates in Russia, for example. Should we be expecting that normalized through the balance of the year, or do you think this low level of only 8% or so sales is sustainable?

Elena Shmatova – General Director, Head, Russian Operations

Talking about sales and marketing, there are two sides, I would say. It's real advertising and dealer commission. So in advertising it's all seasonal. You know that, of course, there are certain seasons where we spend less and in certain cases where we have promotion campaigns, of course when you have a campaign it will definitely be high.

Talking about the dealer commission, we think that for dealer commission as long as we continue to be pretty active in our sales we think that the total spending on the dealer commission may go up. But spending per each gross sale will continue to be the same.

Operator

And next we'll move to Herve Drouet with HSBC.

Herve Drouet - HSBC

My first question is regarding capex. Historically we've seen your capex more back-loaded, at the end of the year. It looks like this year is quite different and looks to be front-loaded in the beginning of this year. So the question I have is is this capex increase driven by a catch up and you believe increasingly capex is used as a competitive criteria versus your competitors? Or is it driven by increased usage in data you're currently experiencing and do you believe capex for the full year could be above the guidance. I mean, is there a chance you think we may see capex higher than what you previously guided. So that's my first question. And the second question is regarding what, for you, is the most important in terms of driving broadband data. Will you prefer to grow the USB modem segments, or the FTTB?

Elena Shmatova – General Director, Head, Russian Operations

Let me start maybe with capex, because I guess that mainly relates to Russia.

Alexander Izosimov – Chief Executive Officer

Everything seems to be relating to Russia today. [Laughter.]

Elena Shmatova – General Director, Head, Russian Operations

Yes, I can give a flow to CIS. They also spend [inaudible]. So capex in Russia, the whole idea of milestones which we indicated at the end of last year is that to make our network construction process better and that's why not to have that peak which we saw before and bringing everything towards the end of the year. So we put together the processes that allow us to be more smooth in capital investment and of course that capital investment serves both to improve quality and capacity of the network in any shape or form. Both in fixed and mobile and because the network itself we are now kind of integrated operator and of course we have to develop all the parts of the network including radio part, including local connections, including FTTB, including transport network, everything. So everything should be linked and everything should be developed in line. You know, to avoid situations where we have excess capacity, for example, in one part of the network, but do not have enough transport carry the whole track.

Talking about our preference in broadband, whether it's used in modems or FTTBs, kind of the preference between your right and left hand, because again, as we're nominated as an integrated operator we think that we should be able to provide absolutely all range of services everywhere and at the high level of quality. So that's the whole intention of our buildout and meanwhile, saying that, of course we have very aggressive plans in terms of improving the quality of the network but we still think that currently we will be able to stay on this level as we indicated, approximately 20% revenue.

Operator

And Stefan Gauffin with Nordea will have our next question.

Stefan Gauffin - Nordea

I will also continue with some questions on Russia. First of all, regarding the rebalance of voice tariffs, how much did you on average reduce your tariffs and when did you make the change? Have we seen the full effect of this in the quarter? Secondly, a little bit around margin development in Russia. Both you and your closest competitors have a very seen a recent decline in EBITDA margins, even if we assume zero percent margin on handset sales. So underlying mobile EBITDA margin seems to be in decline. Why is that, and what should we expect going forward?

Elena Shmatova – General Director, Head, Russian Operations

Actually, it seems to me that these two questions are very much linked, because of course OIBDA margin to a large extent impacted by the development of prices. And development of prices of course roughly speaking on the presentation slide we can see that our RPU year-on-year stays the same, but minutes of use increased somewhat around 7%. So [inaudible] we can derive from this is the price has declined 7% on average and that means that RPU stays on the same level. But of course, average is always very tricky, a tricky point. In reality, what we did with the rebalancing of tariffs and what we are referring to is that we put our tariff lines in our proposals in the market, absolutely on par with our competitors. So really to be competitive and that's why we see that permanent growth in subscribers which we saw already approximately 5-6 months, and specificity additional 1 million of subscribers in this quarter, that's also part of the strategy with pricing excellence and development of distribution channels. Talking about, in general, the gross margin in mobile, of course the competition is increasing. And if we are talking about voice prices, yes, most probably we should expect that they will continue to decline. And actually, the whole kind of history was showing that yes, voice prices were declining. But meanwhile, we think that there can be positive impact on gross margins if we will go more into the data services, because data services they have higher margin that currently voice services. So it will be a combination.

Operator

And next we'll move to Igor Semenov with Deutsche Bank.

Igor Semenov - Deutsche Bank

I noticed your income tax is quite low. I was just wondering what should we expect growth for. And also, in Kazakhstan you reported additional growth in revenue but at the same time it's far behind [inaudible]. And I was wondering if we should assume - first of all, what's going on in Kazakhstan, why are you significantly behind the competitor? And is there an action plan to close the gap?

Dmitry Kromsky – Head, CIS Operations

Yes, if we compare our [first] quarter of 2011 with [first] quarter 2010, our growth is behind our main competitor and one of the reasons was because in 2009 and part of 2010, we were very slow in investments and we have some gap in coverage in the country, but if we compare the first quarter to the fourth quarter of last year, both competitors show the same dynamic, so we are growing in line with the market. And our main efforts are acceleration of 2G and 3G rollout and improvement of our sales distribution channels. So this [inaudible] of activity is in place and we see positive trends.

Henk van Dalen – Chief Financial Officer

On the income tax side, there are a few one-off elements in the first quarter that depressed this income tax expense, but we expect for all of the year that it will be more or less in line with what we saw last year.

Operator

And next we'll move to Will Milner with Arete Research.

Will Milner - Arete Research

The first question I guess is to Alexander. I just wonder if you could as much as you're able - and I appreciate your hands are maybe slightly tied, but if you could give us a bit more detail behind your decision to leave the company after such a short time, I guess your second tenure as CEO, I'd be really interested to hear that.

Alexander Izosimov – Chief Executive Officer

No, actually, my hands are not really tied. And I thought I would go on my last call without any questions, actually directed to me. So thank you for that. The decision is very simple. Actually I came back truly for a very specific mandate, and it wasn't obvious at all that the transaction when I started that the transaction will happen or what kind of transaction it will be, so the task was actually to set VimpelCom off onto a new platform and to establish presence in Amsterdam and create sort of a new way of operating, the light headquarters which is detached from the operation, if you wish, and around a more financial basis, while exploring what are the strategy options for the company's further expansion. Because large shareholders from the outside saw it as the main objective for establishing the Amsterdam platform to realize that. And so that's what I was focused on. Now that we have done it's clearly a right point in time for the CEO to make a decision whether to stay on and commit for quite a few years and for a different intensity of involvement into the operations, and see the company through this period, or to step down and let somebody who is prepared to take this longer-term commitment to take the helm. Sitting there lingering, as a lame duck, doesn't do any good to anybody, hence the decision was somewhat more accelerated. Normally I would step down at the year end and when my contract expired. But we decided to accelerate given that succession is sort of so comfortable in a way. Because Jo was deeply involved in many of the aspects of running the company and that's territory very, very well familiar to him. So it had also kind of been driven to some extent exactly as the first time I left. It was exactly the same reasoning - And it hasn't changed - that being involved into an operational side of the company intensely requires a different type of commitment, both from the travelling standpoint, emotional standpoint, and in this particular case would involve relocation to Amsterdam, full relocation to Amsterdam, which I wasn't prepared simply to do. So in that sense my reasoning is pretty much the same as it used to be. The mandate is fully fulfilled, completed, and now it's a logical point in time to step down.

Will Milner - Arete Research

Thanks, that's very clear, and I guess good luck, whatever you decide to do next. My second question is actually a slightly more boring question just on the pro forma net debt figure you gave of $23 billion at the first quarter. I'm just wondering if you can help us understand that a bit better, because if I take the net debt figures of VimpelCom, Wind, and Orascom at the end of the first quarter, and convert to U.S. dollars at the appropriate rate, then subtract the cash payment to [Weber] of $1.5 billion, and the final dividend, I get to around $21.5 billion, so there's a $1.5 billion difference. And I know in the footnotes you mention that there were some appropriate adjustments and I was just wondering if you could explain a bit more about what those appropriate adjustments are and maybe what I've missed.

Henk van Dalen – Chief Financial Officer

When you integrate companies and you integrate balance sheets, there's always some factor of how you factually define the net debt structure, and what turned out to be was that the way in which Wind and Orascom defined debt had a slight difference with the way in which it is known at the level of VimpelCom Limited. Corrections were made for the value of derivatives and certain receivables on the balance sheet and we kind of corrected that back and that more or less explains that delta.

Operator

And we'll move on to Viktor Klimovich with VTB Capital.

Viktor Klimovich - VTB Capital

Alexander, before you leave, I have a question. There was an information today that you will do another round of negotiations with Algerian government. Can you give us a bit more light, if possible, and where possible, what will be these negotiations? Did this initiative come from the Algerian side, or from your side? Anything that is possible to comment regarding this.

Alexander Izosimov – Chief Executive Officer

I think the information is coming from the press conference we had early on, and the press was a bit too quick to put it into the definitive terms. What I said there was that yes, we have initiated an approach, exactly as we said before, that we were seeking we appreciate your support to open a formal dialogue with the Algerian government. We haven't received any formal reply yet, and we're hoping to see something coming back to us in the near future. All the feedback we're getting through the back channel is that yes, they're willing, and we're basically waiting for the confirmation there. As long as I'm in the office, I guess I will be carrying it on. If the discussion opens up, clearly it makes sense for me to see it through to the extent possible, even after I step down. Just simply for the sake of completing an activity that had been opened and an relationship been established. But if it doesn't start in June, then of course it's my successor who will pick up the torch. So in that sense there is nothing definitive to report. It's simply we're confirming that yes, we are seeking and we haven't received yet a formal response, although back channels indicate that it's likely to happen.

Viktor Klimovich - VTB Capital

Okay. And then may I ask the second question to Elena Shmatova if I can. Elena, you said that in Russia your gross margin declined to some decrease of tariffs, but if we take a look at average price per minute when we divide RPU by MOU, then we see that actually average price per minute hasn't declined during the quarter. Can you comment on this?

Elena Shmatova – General Director, Head, Russian Operations

During the quarter of course on average it's the same story. You won't see it, first of all, in the short period that's the impact of the new tariffs launched. Normally we see the trend that's the new subscribers who are connecting to the new tariff plans their impact on the average price per minute takes a long time, and depends on how quickly the composition of subscriber base will be switched from old tariff plans to the new tariff plans. And that's the major reason. But if you look in the shops and outlets you will see that yes, the rates we are launching, the new tariff plans, which are more competitive and the impact on this as I discussed previously answering other questions, yes, the voice prices will continue to be on the lower level than we used to see before. So that's kind of normal trend and we have to cope with this and to cope with this, of course, we have to be more active providing value-added services which we can price higher and of course working on our cost structure. So that's why we think that we are still on a pretty robust position in terms of future worth and cash generation in Russia.

Viktor Klimovich - VTB Capital

And one followup regarding this. Do you intend to play more with on-net prices in tariffs or both on on-net, off-net? Any indications?

Elena Shmatova – General Director, Head, Russian Operations

No, of course on-net is much more preferable, because it gives you more margin. But off-net is also a very interesting point, especially in our case, because for example, if we are looking just separately on the Russia business unit, for example, a call to VimpelCom Limited business unit in Kazakhstan will be off-net, but in reality, on the group level, it's on-net. So that's a tricky point, but you have to really forecast and foresee this, because for example we launched a tariff which is called [inaudible] and on Russia standalone basis you may see it as lower tariffs off-net, but on the group level that's pretty good tariff plan, which is everybody.

Operator

And we'll move on to Howard Goldberg with Credit Agricole.

Howard Goldberg - Credit Agricole

I was hoping you could speak for a minute about the prospect of refinancing the Wind acquisition high-cost debt, the 11.75% and 12.25% coupon bonds. Can you give us any thoughts about where you stand in that process, and if there's any possibility of taking out that debt soon?

Henk van Dalen – Chief Financial Officer

Yeah, I can basically repeat the same thoughts that I repeated in the previous conferences, that there is an optimum timing for looking at the restructuring of the debt for the total of the group. And particularly the high-cost notes that you find in the [inaudible] structure. That timing will be towards the end of 2013, and if you do it earlier than that that will have significant [inaudible] cost, so we will probably wait until the optimal moment, but then certainly we will look at the total structure of the group as I indicated earlier, to do that by the second half of 2013. On the other hand, the whole restructuring and refinancing of the debt at the [inaudible] holding level, that has been done in the meantime, so all of the debt holders have been paid and we have actually acquired that debt via an intercompany funding structure, completely in line with what's disclosed and discussed in the [inaudible] general meeting.

Howard Goldberg - Credit Agricole

And along those lines, is it fair to say that you would not consider issuing equity to redeem the Wind bonds at lower prices? Is that off the table or not?

Henk van Dalen – Chief Financial Officer

I'm not aware that we ever indicated that there was anything on the table, but I will certainly not go into any detail of structures that we might develop over the next 1-2 years. It's always better when we have something we will announce what it is, and not do it earlier.

Operator

And we'll move on to [Constantin Belov with Urosobid Capital].

[Constantin Belov - Urosobid Capital]

I have a question to Elena Shmatova. I want to come back a bit to the issue of on-net cost. Can you please indicate what is currently your share of on-net traffic in Russia and whether you see the trend increasing or stable or not?

Elena Shmatova – General Director, Head, Russian Operations

The trend is increasing, although slowly, because yes, of course we are trying to put more traffic on that. As for exact numbers, what is a percentage, I guess that our IR will answer.

Operator

Next we'll move to [Vyashlav Shalun] with Deutsche Bank.

[Vyashlav Shalun] with Deutsche Bank

Is it possible at this stage to provide a total capex EBITDA and EBITDA margin guidance on the level of new VimpelCom or post-merger with Wind Telecom?

Alexander Izosimov – Chief Executive Officer

We never guide. We've never guided in the past, and we're not going to change our policy. We indicate the total level of capex, or rather sort of ratios of capex to revenue, and these we will provide when we report the second quarter for the group. For VimpelCom from as it was, in Q1 we said that our capex would be in the ballpark of 20% and maybe slightly above the level of the last year. So beyond that, we don't disclose and don't guide.

[Vyashlav Shalun] with Deutsche Bank

Understood. And the second question, just to understand your position in terms of the outlook on the leverage remains unchanged or if there is a change please correct me, following your transaction with Wind. So do I understand correctly that you expect net debt leverage ratio to trend towards 2x by the end of 2013? Is this the right understanding?

Henk van Dalen – Chief Financial Officer

Yes, that's the correct understanding.

Operator

And Alex Wright with UBS will have our next question.

Alex Wright - UBS

I just had a couple of clarifications on the new dividend guidance that you've given please. First thing is does this supersede the 50% payout of free cash flow from Russia and Ukraine that you had previously given as your policy? Or is that still valid alongside the new guidance that you've given? And secondly, can you just clarify, when you say that you intend to pay out a minimum of $0.80 annually for 2011-2013 is that on a cash basis or an accrual basis? So in other words, for 2011 should we expect $0.80 minimum to be paid out during this calendar year, or is that the total of the interim plus the full year dividend for the year 2011?

Henk van Dalen – Chief Financial Officer

With regard to your final point, indeed, that is the total of the interim for 2011 and the final dividend that will then be paid in the year 2012. And with regard to the first point, in the shareholder agreement, this 50% notion is established so that we all remain to be in place, but what we have done is kind of increased the scope of where we look at and that is actually the range of what is called net cash from operating activities, because that will actually widen the level and the size of the cash flow that is available to look at in terms of dividend. And we indeed indicated that we aim to pay out at least $0.80 per share, assuming the amount of shares, as mentioned.

Alex Wright - UBS

Okay, thank you. But the 50% minimum payout to Russia and Ukraine, the definition of the free cash flow that you used in the past for that is unchanged?

Henk van Dalen – Chief Financial Officer

Yes, that definition is unchanged, but that is part of the shareholders agreement. You should now look for the indication into the guideline and that looks at the net cash from operating activities minus the capex as you will find it in the cash flow statement.

Operator

And next we'll move on to Kay Hope with Bank of America.

Kay Hope - Bank of America

I wanted to ask a little bit about plans for new issuance, what kind of timing you may have for that. I know you had spoken about potential issuance at the end of this year on a previous call, and I wondered where that stood. And also, at what level of the company you would expect that to take place.

Henk van Dalen – Chief Financial Officer

I'm not aware of having talked about anything like new issuance on a previous call. So there are no plans for a new issuance.

Kay Hope - Bank of America

And that's for the remainder of this year?

Henk van Dalen – Chief Financial Officer

Well, there are no plans. That is not only relevant for now. When there are plans, we will inform you.

Operator

And we'll move on to Kathleen Middlemiss with UBS.

Kathleen Middlemiss - UBS

Can you just confirm or not confirm, is the debt at the Wind level ring-fenced from the VimpelCom group, or not?

Henk van Dalen – Chief Financial Officer

Yes.

Kathleen Middlemiss - UBS

It is ring-fenced. It will not be at the VimpelCom group level. It's at the Wind level. And we did read somewhere that there was some debt paid at the Orascom level after the first quarter. Can you confirm if anything has been repaid since then?

Henk van Dalen – Chief Financial Officer

There are two elements. One is of course at the Orascom holding level, the complete refinancing took place, which was already foreseen and also discussed and approved in the general meeting of Orascom. I think you probably relate to that point. So in that sense there is now only at the Orascom holding level the intercompany relationship with VimpelCom

Kathleen Middlemiss - UBS

Okay. Just coming back, sorry, to my first question, the ring-fenced amount at Wind. What is the exact amount that's ring-fenced then at Wind's level?

Henk van Dalen – Chief Financial Officer

I do not recall the exact amount at the Wind level. I think it's about $12 billion if I'm correct, and that is the amount which is fully ring-fenced at the Wind [Italy] level.

Operator

And we'll move on to Nadezhda Golubeva with Unicredit.

Nadezhda Golubeva - Unicredit

I have a question please for Alexander. Compared to the market performance your [inaudible] growth is not very impressive although you're clearly making efforts and so do you have any expectation regarding when can we see a turnaround. Do you expect your growth to improve next quarter? Talking about the total year, what's your target, let's say compared to the growth we saw last year. Do you think you can surpass it? I understand that you don't guide, but could you share some of your plans and vision regarding your position in the market at the end of the year.

Elena Shmatova – General Director, Head, Russian Operations

Tough question as usual. So definitely, yes. The growth in revenue normally follows the growth in active subscriber base, and that's what we start seeing, and we see it as a good basis for further revenue growth. Of course, it's pretty hard to say at which exact and specific point we may turn the situation around, but we see the progress. We see that if we look at the month-on-month basis according to our estimation we already have some improvements in our position, but maybe it's too early to say. Of course, our target is to improve our position in the market in all the segments and looking on us not only as a mobile, just pure mobile operator, but taking into account how much we're investing into the fixed side, we think that yes, we should be treated as integrated operator and we think that we will establish ourselves in a very solid position as an integrated operator showing growth both in mobile and fixed.

Nadezhda Golubeva - Unicredit

Okay, thank you. And I have another question, a very different one. Do you think, and do you have plans, regarding inclusion of VimpelCom into some [inaudible] and when you can address this thing?

Henk van Dalen – Chief Financial Officer

Yes, we will certainly look at the whole structure in terms of [indexes] and listings towards the end of the year. You have seen also in our press release that we announced that we will step up to IFRS. IFRS in itself is still an accounting method which is completely allowed under the New York Stock Exchange listing, but it is also a moment to look at the opportunities to use that step to IFRS for other purposes. So we will certainly do that and will certainly inform the market when we have come to any conclusion in that sense.

Nadezhda Golubeva - Unicredit

But basically it's not [inaudible], yes? Do you think that it will be closer, let's say, to the end of the year? Yeah?

Henk van Dalen – Chief Financial Officer

Yeah, closer to the end of the year.

Operator

And next we'll hear from Rita Tsovyan with Renaissance Capital.

Rita Tsovyan - Renaissance Capital

I have a couple questions. First of all, the bridge loan financing, did I understand correctly that you don't plan to raise funds on the bond market? So will the refinancing be based on bank borrowings, or other sources?

Henk van Dalen – Chief Financial Officer

Yes, the bridge loan we always indicated that over time we would take them out [via] bond, and that is still the plan.

Rita Tsovyan - Renaissance Capital

And so when should we [inaudible] it, and will it be the ruble bond market or in the [inaudible] bond market?

Henk van Dalen – Chief Financial Officer

That is, of course, asking for information that we cannot provide. We will always inform the market at the moment that it is going to become reality.

Rita Tsovyan - Renaissance Capital

Okay. One more question on the [inaudible] high-yield bonds, which you were planning to redeem after the acquisition. So do you plan to call it [inaudible] in the future?

Henk van Dalen – Chief Financial Officer

It has been, you could say, paid back from the original debt dollars, or [inaudible] back from the original debt dollars, so it is now in the hands of VimpelCom via an intercompany [loan].

Operator

And next we'll move on to [Marina Valinska with Commerce Bank].

[Marina Valinska - Commerce Bank]

Quick question. In the presentation you are saying that pro forma is [out], so not adjusted for the impact of the mergers. Are these the mergers only [inaudible] or are there any other demergers and could you give any rough guidance on those demergers?

Henk van Dalen – Chief Financial Officer

There are two demergers that have been in detail announced, and maybe you could look back at the press releases of that time. We announced the [inaudible] with the merger with Wind Telecom. So there is a demerger of the smaller activities, more internet-related activities, and cable activities in Italy that actually has in the meantime also been done. And then it was in Orascom, mainly, the demerger of the [inaudible] business in Korea, and the [inaudible] share that was in Egypt. And the rest are cable businesses mainly.

[Marina Valinska - Commerce Bank]

Is it possible to give any guidance how it affects the debt and the EBITDA?

Henk van Dalen – Chief Financial Officer

No, because all these effects were already included in the figures that we mentioned here today, so there is no further effect from that to be expected.

Operator

And we'll hear from Igor Semanov with Deutsche Bank.

Igor Semenov - Deutsche Bank

Can you provide a little bit of information on your Russian operations. For example, how much overlap is there between your fixed and mobile subscribers. How many of your broadband subscribers are also your mobile subscribers, and vice versa? And the second question is what is currently the smart phone penetration in Russia on your network, and what have been the trends in this - both areas, the overlap and the smartphone penetration?

Elena Shmatova – General Director, Head, Russian Operations

You know, these questions are too specific, so maybe I will answer you kind of in writing and provide you all this information through [inaudible].

Operator

And there are no further questions at this time and I would like to turn the call back over to management for any additional remarks.

Alexander Izosimov – Chief Executive Officer

[inaudible] hesitate to contact them, and have a nice day and goodbye.

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