OREANDA-NEWS. August 19, 2011. VimpelCom Ltd. ("VimpelCom" or the "Company") (NYSE: VIP),

a leading global provider of telecommunications services, today announced, for comparative purposes only, the publication of unaudited pro forma condensed combined financial information for 1Q10, 2Q10, 3Q10, 4Q10, FY10 and 1Q11.

VimpelCom established a new organizational structure following the acquisition of Wind Telecom to support the successful development of VimpelCom's enlarged commercial and geographic footprint. The Company's corporate headquarters are in Amsterdam with centralized corporate functions. The Company has organized its business in five Business Units: o Russia;

o Europe and North America (including Italy and Canada); o Africa and Asia (including Orascom Telecom and South East Asia); o Ukraine; and

o The Commonwealth of Independent States (CIS).

The primary reporting segmentation for VimpelCom will be structured following these geographical Business Units.

The unaudited pro forma condensed combined financial information presented in this press release reflects what the Company's results of operations would have looked like had the Company's transactions with Wind Telecom S.p.A. ("Wind Telecom") and Kyivstar CJSC ("Kyivstar") occurred on January 1, 2010 (the "Combination Transactions"). As previously reported, on April 21, 2010, VimpelCom completed the combination of OJSC "Vimpel- Communications" ("OJSC VimpelCom") and Kyivstar CJSC ("Kyivstar"), and on April 15, 2011, VimpelCom acquired 100% of Wind Telecom. As a result of the Wind Telecom acquisition, the Company owns indirectly 51.7% of Orascom Telecom Holding S.A.E. ("Orascom Telecom") and 100% of Wind Telecomunicazioni S.p.A. ("Wind Italy").

The unaudited pro forma condensed combined financial information assumes that all spin-offs that are part of the transaction consideration for Wind Telecom would have happened on January 1, 2010, and that the sale of Orascom Telecom Tunisia also happened on that date.

The unaudited pro forma condensed combined financial information has been prepared in accordance with US GAAP, whereby the Combination Transactions were accounted for under the acquisition method of accounting in accordance with Accounting Standard Codification ASC 805, Business Combinations. The acquisition method requires the cost of the purchase to be based on the fair value of the consideration on the acquisition date. The historical financial information for Wind Telecom and Kyivstar was derived from the accounting records maintained under IFRS, as issued by the IASB, and reconciled to U.S. GAAP.

The unaudited pro forma condensed combined financial information does not purport, and should not be relied upon, to indicate the results that would have been obtained had the

Combination Transactions actually been completed on January 1, 2010, nor does this information purport to indicate the results which may be realized in the future. Definitions for financial information are provided at the end of this press release.

The unaudited pro forma condensed combined financial information has been adjusted to give effect to events that are: o Directly attributable to the acquisitions, o Factually supportable; and

o Expected to have a continuing impact on the combined results, that is, excluding one-off adjustments which are not deemed to repeat in the future, except those described below.

The unaudited pro forma results have been mainly adjusted with respect to certain aspects of the acquisitions of Wind Telecom and Kyivstar to reflect:

o The pro forma adjustments of the estimated impact of the preliminary purchase accounting adjustments in relation to the Wind Telecom acquisition. These adjustments mainly relate to depreciation and amortization to reflect the changes in the estimated fair value taking into account the estimated remaining useful life of the acquired tangible and intangible assets. As further evaluation of the tangible and intangible assets acquired is performed, there could be changes in fair value allocated and the estimated remaining useful lives.

o Due to the assumption that the Wind Telecom acquisition closed January 1, 2010, the interest expense incurred on the redeemable shares of Wind Telecom acquired in conjunction with the acquisition would not have been incurred. Accordingly the interest expense associated with these instruments has been eliminated. o The estimate of the incremental interest expense resulting from the financing to fund the Wind Telecom acquisition and to repay/refinance existing debt within the acquired entities, offset by the reversal of a onetime expense related to debt issuance costs of the Wind Telecom re-financing. o Income taxes on the above adjustments have been estimated taking into consideration the

local jurisdictions and estimated income tax rates. o Financial information for Kyivstar for the period from January 1, 2010 to April 20, 2010.

The unaudited pro forma condensed combined financial information does not reflect future events that may occur, including, but not limited to, the anticipated realization of ongoing savings from operating synergies in subsequent periods.

Due to the recent closing of the Wind Telecom acquisition, the Company has not yet finalized the purchase price allocation, e.g. the calculation of the fair value of the assets and liabilities, and the determination of goodwill. Accordingly, the unaudited pro forma condensed combined financial information disclosed in this press release is subject to change.

While we generally translate our results from functional currencies into our reporting currency (the U.S. Dollar) on a monthly basis, for pro forma purposes the translation for the newly acquired businesses was performed on an accumulated basis using year-to date average rates.

The unaudited pro forma condensed combined financial information for 1Q10, 2Q10, 3Q10, 4Q10, FY10 and 1Q11:

USD mln

1Q10

2Q10

3Q10

4Q10

FY10

1Q11

Unaudited pro forma

 

 

 

 

 

 

Net operating revenues

5,189

5,488

5,519

5,633

21,828

5,481

Of which:

 

 

 

 

 

 

BU Russia

1,919

2,042

2,099

2,102

8,162

2,064

BU Europe & North America

1,817

1,829

1,773

1,988

7,407

1,863

BU Africa & Asia

847

901

910

895

3,553

891

BU Ukraine

357

387

426

404

1,575

375

BU CIS

295

336

361

362

1,354

351

EBITDA

2,215

2,368

2,435

2,266

9,284

2,257

Of which:

 

 

 

 

 

 

BU Russia

911

963

988

913

3,775

868

BU Europe & North America

635

669

683

682

2,670

650

BU Africa & Asia

371

377

385

337

1,471

404

BU Ukraine

175

208

239

217

838

202

BU CIS

139

161

160

155

615

159

EBITDA margin

42.7%

43.1%

44.1%

40.2%

42.5%

41.2%

EBIT

1,072

1,257

1,297

871

4,497

1,083

Financial Income and Expenses

(580)

(448)

(493)

(470)

(1,991)

(485)

Net foreign exchange (loss)/gain and others

77

(493)

(24)

(188)

(628)

197

 

 

 

 

 

 

 

EBT

568

316

779

214

1,877

795

Income tax expense

(255)

(170)

(316)

(309)

(1,050)

(191)

Net Income attributable to VimpelCom Ltd.

283

219

460

(52)

909

564

Ca pex

 

 

 

 

3,959

704

Capex/Revenue

 

 

 

 

18.1%

12.8%

Reconciliation of EBITDA, EBIT, and EBT to pro forma net income attributable to VimpelCom Ltd.:

USD mln

1Q 10

2Q 10

3Q 10

4Q 10

FY10

1Q 11

Unaudited pro forma

 

 

 

 

 

 

EBITDA

2,215

2,368

2,435

2,266

9,284

2,257

Adjustment for Certain non-operating items

2

3

19

4

29

2

Depreciation

(751)

(722)

(742)

(917)

(3,133)

(839)

Amortization

(386)

(379)

(387)

(366)

(1,519)

(358)

Impairment loss

(6)

(9)

(9)

(112)

(136)

23

Operating income

1,073

1,260

1,316

875

4,524

1,085

Adjustment for Certain non-operating items

(2)

(3)

(19)

(4)

(29)

(2)

EBIT

1,072

1,257

1,297

871

4,497

1,083

Financial income and expenses

(580)

(448)

(493)

(470)

(1,991)

(485)

- including Interest income

29

66

22

12

129

36

- including Interest expense

(609)

(514)

(516)

(482)

(2,121)

(520)

Net foreign exchange (loss)/gain and others

77

(493)

(24)

(188)

(628)

197

- including Net foreign exchange (loss)/gain

100

(299)

121

(11)

(89)

209

- including Equity in net (loss)/gain of associates

(38)

(22)

(16)

(11)

(87)

27

- including Other (expense)/income, net

12

(175)

(149)

(170)

(481)

(41)

- Including Adjustment for Certain non-operating items

2

3

19

4

29

2

EBT

568

316

779

214

1,877

795

Income tax expense

(255)

(170)

(316)

(309)

(1,050)

(191)

Net income

312

146

463

(95)

826

604

Net (loss)/income attributable to the noncontrolling interest

31

(73)

3

(43)

(82)

40

Net Income attributable to VimpelCom Ltd.

283

219

460

(52)

909

564