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Edited Transcript of O2D.DE earnings conference call or presentation 4-Nov-19 9:00am GMT

Q3 2019 Telefonica Deutschland Holding AG Earnings Call

MUENCHEN Nov 14, 2019 (Thomson StreetEvents) -- Edited Transcript of Telefonica Deutschland Holding AG earnings conference call or presentation Monday, November 4, 2019 at 9:00:00am GMT

TEXT version of Transcript

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Corporate Participants

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* Markus Haas

Telefónica Deutschland Holding AG - Chairman of Management Board & CEO

* Markus Rolle

Telefónica Deutschland Holding AG - CFO & Member of Management Board

* Veronika Bunk-Sanderson

Telefónica Deutschland Holding AG - Director of IR

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Conference Call Participants

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* Christian Fangmann

HSBC, Research Division - Analyst of Telecoms

* Frederic Emile Alfred Boulan

BofA Merrill Lynch, Research Division - Senior Analyst

* Georgios Ierodiaconou

Citigroup Inc, Research Division - Director

* Jakob Bluestone

Crédit Suisse AG, Research Division - Research Analyst

* James Edmund Ratzer

New Street Research LLP - Europe Team Head of Communications Services & Analyst

* Joshua Andrew Mills

Exane BNP Paribas, Research Division - Research Analyst

* Keval Khiroya

Deutsche Bank AG, Research Division - Research Analyst

* Mathieu Robilliard

Barclays Bank PLC, Research Division - Research Analyst

* Polo Tang

UBS Investment Bank, Research Division - MD & Head of Telecom Research

* Stephen Paul Malcolm

Redburn (Europe) Limited, Research Division - Research Analyst

* Ulrich Rathe

Jefferies LLC, Research Division - Senior European Telecommunications Analyst

* Wolfgang Specht

Bankhaus Lampe KG, Research Division - Analyst

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Presentation

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Operator [1]

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Ladies and gentlemen, thank you for standing by. I am Haley, your Chorus Call operator. Welcome, and thank you for joining in the Telefónica Deutschland Holding AG Q3 2019 Preliminary Results Conference Call. (Operator Instructions)

I would now like to turn the conference over to Mrs. Veronika Bunk-Sanderson. Please go ahead.

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Veronika Bunk-Sanderson, Telefónica Deutschland Holding AG - Director of IR [2]

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Thank you, operator. Good morning, everybody, and welcome to today's results conference call.

Before proceeding with the presentation, we would like to inform you that the financial information contained in this document has been prepared under International Financial Reporting Standards. If not indicated otherwise, all financial information provided in this presentation are based on IFRS 16 accounting standards. Where relevant, for guidance purposes, we also provide you with financial information under IAS 17 accounting standards.

As per usual, this presentation may contain announcements that constitute forward-looking statements, which are not guarantees of future performance and involve risks and uncertainties. Also certain results may differ materially from those in the forward-looking statements as a result of a variety of factors. We invite you to read the complete disclaimer included in the first page of this presentation, which you will also find on our website in the Investor Relations section.

Here with me today, we have our Chief Executive Officer, Markus Haas; and our Chief Financial Officer, Markus Rolle, who will take you through the presentation.

Markus, please go ahead.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [3]

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Good morning, everybody. I'm excited to welcome you to the presentation of yet another successful quarter.

I'm proud to say that we have been able to further accelerate underlying total revenue growth in the first 9 months 2019 to 2.1 percentage year-over-year driven by strong commercial momentum, especially in our own brands. Also on a reported basis, total revenue growth continues in positive territory with plus 1.4 percentage year-on-year.

Driven by growing mobile service revenue, we are also now #2 in the German market for mobile service revenue. Year-to-date, we have generated approximately 1 million postpaid net additions by providing our customers with products and services with the best price value characteristics in the German market. One such example is our new portfolio O2 You, which offers our customers the standalone feature of being able to combine virtually any contract lengths with any contract size, independent of the payment plan for the handsets.

Most importantly, we have been hugely successful with our retention efforts, reducing churn significantly and growing our postpaid LTE customer base by 3 percentage points year-over-year and fulfilling our promises. We always said it would take time, and it did, but we have now turned around the corner.

Even though it is early days yet for our transformation program Digital4Growth. We are also on track to deliver approximately EUR 40 million of transformation savings this year, and are making good progress on the customer experience-related metrics, such as the O2 app penetration. The latter has increased from 20% at year-end 2017 to over 27% as of September this year. Sales and sales-assisted channels are also up 10 percentage points from 15% to over 25% in the same period.

On the foundations of our business, we continue to push network coverage and quality with another 7,000 LTE elements already in place this year and aiming for total number of 10,000 by the end of the year. With a combined 3G and 4G network coverage of approximately 96%, we feel confident that we provide what the German mass market customer needs.

On the next page, looking at trends more closely, you can see that Q3 has been our most successful quarter this year so far. Mobile service revenue and total revenue were both up 2.7%, excluding regulatory effects, with a significant sequential improvement in mobile service revenue for the before mentioned reasons. Despite significant and market transformation invest, we have also been able to remain our profitability at close to 1 percentage year-over-year growth despite tough competitions as synergies are fading.

Our investment profile has been increasing slightly as we push ahead with our LTE expansion. We believe it is absolutely necessary not to let the opportunity the market now affords us pass, and to continue to invest in the market transformation and our next-generation network going forward. Nevertheless, our cost discipline enables us to confirm our guidance for the full year 2019 across all metrics. At this point, we expect more of the same for Q4, with good operating momentum and a solid operating margin.

I introduced our tiering markets already in Q2, and we would like to build on this, especially on our strategic priorities and the sustainability of our KPIs. First and foremost, we continue to focus on quality. And we are now earning the benefits of the merger. Our service is rated top-notch by connect magazine, even including the more complex broadband product landscape. Our Hero M tariff is a winner in price value categories across the board. We have every reason to be hopeful about the outcome of the network test at the end of the year, and we have done our homework.

As for the result of this qualitative improvement, it is clearly visible in our trading momentum. I already mentioned the outstanding mobile postpaid net additions, but we have also gained 114,000 net additions in fixed with a total customer base of 2.2 million, up close to 7% year-over-year.

Our new wholesale partnerships with Vodafone and also now Tele Columbus will enable us to be an all-around infrastructure player providing to our customers with commercial flexibility across the mobile and fixed space.

On the fixed side, we will be able to offer the best fixed footprint in the German market by combining the Vodafone footprint, the Tele Columbus footprint and the Deutsche Telekom footprint. So overall, we will be able to offer the best fixed experience in this market. This clearly is something we will capitalize on in future years as the world is becoming more converged in product and infrastructure.

Quality and trading are finally coming through in our financials, too. I have already explained we will continue to focus on profitable revenue growth, taking every opportunity we can but with a stringent cost focus. While invest is needed in this environment and at this stage in our life cycle, I can assure your total shareholder return will, nevertheless, remain a key concern for this management team.

Let me now briefly explain the latest outcome of our partner segment. I'm sure you all saw the outcome of the so-called price review 1, which deals with the disagreement over the pricing regime of the so-called MBA MVNO from September 2017. We've always been confident that our pricing regime was fair and in line with the remedy, and that the preliminary result really showed the independent experts in the end agreed with this view. This represents a significant confirmation for us as the experts effectively accepted our pricing mechanism.

There will, of course, be subsegment pricing reviews for July 2018, January 2019 and July 2019 analyzing the competitive environment at each reference date. While we do not make the decision, we remain very confident that the independent experts will find no fault with our approach here either.

Of course, price review 1 is still contingent upon the outcome of a further claim, which we have against the remedy taker, which will relate to a contribution to our spectrum cost from 2015 spectrum auction. Importantly, the independent experts takes into account both our and their margin situation when taking the decision at the correct level of wholesale pricing.

Together with the frequency case, we still have outstanding claims against wholesale partners in the amount of a low triple digit million, which we expect to resolve over the course of 2020. In addition, we expect the uncertainty around the future from MBA MVNO to resolve around year-end, bringing clarity for all. As explained before, we do not see any short-term impact from either a continuation or a switch to the MNO option given that there will be a gradual transition.

As you can see, bearing in mind the full picture, we have every reason to be upbeat. We hope that this information also has given you transparency you needed to better assess the situation for yourselves.

Finally, given the timing of events and important strategic processes this autumn, including the pricing review, the incoming of a new CTIO, as well as ongoing negotiations to sell passive infrastructure and agree on network cooperation, we have decided to give a strategic update early December. We would just like to invite you on December 11 at 10:00 a.m. in London to give you an update.

At this get-together, we will provide you with more clarity on our commercial way forward, on the business of our new infrastructure setup, including our 5G strategy. We will also, at this point, give you an update of our dividend outlook. On behalf of the management team of Telefónica Deutschland, we are looking forward to welcoming you.

With this, I would like to hand over to our CFO, Markus Rolle, who will present you the detailed financials for the third quarter 2019.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [4]

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Thank you, Markus, and good morning, ladies and gentlemen. I'm very happy to present to you our strong Q3 2019 performance in more detail.

Our financial performance reflects the strong trading in retail. We have achieved 392,000 of mobile net adds driven by the sustained demand for our O2 Free portfolio. Partner trading remained solid, helped by migration to Telefónica Deutschland network. And finally, we also see sustained traction of our VDSL portfolio, thus our revenue trends further improved to plus 2.7% underlying and plus 1.9% in reported terms.

Our OIBDA in Q3 reflects the market and transformation investment, while final integration synergies have mostly been delivered. According to IAS 17, which is our guidance-relevant KPI, underlying OIBDA grew 0.9% year-over-year with a broadly stable margin of 25.6%. Our underlying OIBDA on an IFRS 16 basis rose by 25.8% (sic) [25.6%] year-over-year, with an OIBDA margin of 32%.

The quarterly phasing of CapEx reflects our continued LTE rollout efforts to fulfill full year coverage obligations, thus we have a current CapEx over sales ratio of 15.3% in Q3 and the full year guidance remains unchanged. Our leverage under IAS 17 is at 0.9x, just in line with our sales-defined target of at or below 1x. We will update with Q4 when we have the full year IFRS 16 numbers available.

Moving to the details of top line performance on Page 9. Our underlying revenue increased by 2.7% year-over-year due to the group section of the consumer business and continued solid demand for high-value handsets. This is excluding regulatory effects of EUR 15 million, which are stemming mainly from the MTR cut and the new EU regulation for international calls within the EU region.

Our handset revenue was up 6.4% year-over-year despite tougher year-on-year comps. And the MSR was again in positive territory after the turnaround in Q2 2019. Equally, with a year-over-year performance of 2.7% year-over-year underlying and even plus 1.6% in reporting terms.

Our O2 portfolio showed visible effects from the O2 Free new connector ARPU, while the headwinds from legacy-based rotation and the continued retention focus in the newer cycles are further easing.

Fixed line revenue showed a continued trend improvement with the decline slowing to minus 3.2% versus minus 3.5% in Q2, as fixed retail revenue crossed the 0 line in Q3 with a positive 0.3% year-over-year on the basis of a continued strong demand for VDSL.

Let's take a closer look to our trading performance on Slide 10. Q3 confirms the size of improving prepaid churn and posted only slight net disconnections of minus 3,000 with, again, a prepaid ARPU posting plus 3.6% year-over-year growth.

In mobile postpaid, we saw another strong trading quarter with 392,000 net adds, showing the sustained demand for our O2 Free portfolio and a solid partner business, driven by the dynamics of the MBA MVNO.

The O2 consumer postpaid trend remained at low levels of minus 1.4%. The annualized churn rate of minus 15.7% in the 9 months period beats our own churn improvement targets that we have set ourselves back in 2017.

Postpaid ARPU shows visible positive contribution from the new connector ARPU in the O2 Free portfolio, thus a stable at plus 0.6% Q-over-Q, while the year-over-year performance remains impacted by the regulatory effects.

In fixed retail, we posted another quarter of solid net add growth driven by VDSL, including our supervectoring offers. ADSL migrations is mostly completed, and VDSL delivered plus 53,000 net adds in Q3. Thus, around 74% of our 2.2 million fixed retail base is already on VDSL. The fixed retail ARPU trends are broadly stable Q-over-Q; while year-over-year, the higher share of bundles in the base continues to wane.

Our partner business on Page 11 contributed 61% of the net adds, driven by the 4G focus and related customer migrations to our network as well as the expansion of further partnerships.

As a preliminary outcome of the pricing revenue 1 confirms our pricing regime, retrospectively, as Markus has told you, at this point of time, we see a continuation of the existing trend in the MBA MVNO.

In summary, partner revenue growth was in line with the expectations, and we continue to see future revenue growth opportunities in the partner business on the back of growing data usage.

Let's turn to Page 13 (sic) [Page 12] to have a look at our data usage statistics. Large data buckets and LTE adoption continued to drive data growth with a continued CAGR of 50%. Uses of streaming services drives the average data users of our O2 LTE customers up to 5.4 gigabytes, which is an increase of 37% year-over-year. The LTE penetration is up by 8.3 percentage points to 49% or 21 million customers. In postpaid, we already see 66% LTE penetration.

Let's have a closer look at our OIBDA performance in the 9 months on Page 13. Transformation invest and market invest, post completion of the network integration, remained the major drivers of our OIBDA performance also in Q3 as we continue to invest into our future growth. Final integration synergies from network has now been mostly delivered, approximately EUR 5 million in Q3 and approximately EUR 35 million year-to-date.

We see a gradual ramp-up in savings from our Digital4Growth program with a gross benefit of EUR 10 million in Q3 and approximately EUR 25 million year-to-date with the corresponding target of EUR 40 million for the full year.

Before the implementation of IFRS 16, OIBDA, excluding restructuring cost of EUR 24 million, mainly in the LTE area and regulatory effects of EUR 25 million, mainly from Roam Like at Home, grew by positive 0.8% year-over-year to EUR 1.384 billion, within the cost line after IFRS 16.

Supplies are 3.9% lower year-over-year as connectivity-related cost of sales came in lower, driven by the reduction of the voice termination rate, while wholesale cost for outbound roaming and international calls within the EU were higher. In addition, hardware cost of sales were higher year-over-year, in line with the strong demand for handset, compensated by IFRS 16 lease effects.

Personnel expenses, adjusted for restructuring, were minus 1.3% lower year-over-year, primarily on the back of lower FTE base versus the prior year. Other OpEx benefited from the introduction of IFRS 16 as well and decreased by minus 10.2% year-over-year, including restructuring costs of EUR 90 million. Commercial costs and noncommercial costs made up 66% and 32%, respectively.

Under IFRS 16 accounting standards, our underlying OIBDA grew by 25.4% to EUR 1.721 billion. In reported terms, OIBDA under IFRS 16 came to EUR 1.672 billion with a margin expansion to 30.8%.

Let's move to the free cash flow on Slide 14. Normalized for the usual prepayment for leases, free cash flow dynamics would show the typical seasonal phasing across the year. Under IFRS 16, these lease payments are capitalized and free cash flow amounted to EUR 399 million.

Working capital movement and adjustments were negative in the amount of minus EUR 210 million, mainly driven by the prepayment for incidents lease cost, low value and short-term leases in connection with lease lines and mobile site rentals and other prepayment, minus EUR 72 million, an increase in CapEx payables of EUR 27 million, a reduction in restructuring provisions of minus EUR 21 million, as well as other working capital movements of minus EUR 144 million.

Included in this amount are our [silent factoring] transactions for handset receivables with a gross amount of EUR 503 million, which were outweighed by other working capital movements, including a reduction in trade and other payables and inventories.

After the dividend payment of EUR 803 million in May, net debt under IAS 17 came to EUR 1.7 billion as of the end of September. Leverage was at 0.9x and thus in line with our sales-defined target of at/or below 1x. Under IFRS 16, net financial debt came to EUR 4.206 billion. Taking into account an extrapolated rolling 12-month OIBDA under IFRS 16, the leverage ratio would be at 1.8x.

We will review our self-defined leverage target by year-end to reflect the IFRS 16 accounting standard as well as the upcoming 5G investment, whilst targeting to maintain our BBB investment-grade rating from Fitch.

For the spectrum acquired in the auction in June, we have agreed interest-free installments between 2019 and 2030 with the German government. The full amount is not included in net financial debt for balance sheet continuity reasons. The approach is also backed by a similar approach of our rating agency, Fitch.

Let me sum up our Q3 2019 results. We saw a quarter with strong trading metrics driven by the high demand for the O2 Free portfolio and our sustained focus on retention. Data usage KPIs continue to be very strong and revenue trends reflect the continuing demand for handsets, and in particular, the reversing trend of MSR, which posted growth for the second time since 2015.

Our OIBDA performance is driven by continued transformation and market invest in order to drive our future growth. Free cash flow dynamics showed the usual seasonality in 9 months. Under IAS 17, leverage remains in line with our self-defined target, and we will update that in due course.

Our solid balance sheet, the liquidity provisions and the ability to generate free cash flow support our ability to achieve total shareholder return. We will give clarity on the dividend outlook in December.

With this, I would like to finish today's presentation and hand back to the operator to open the Q&A. Thank you.

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Questions and Answers

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Operator [1]

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(Operator Instructions) The first question comes from the line of Mathieu Robilliard of Barclays.

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Mathieu Robilliard, Barclays Bank PLC, Research Division - Research Analyst [2]

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First I had a question with regards to EBITDA. Obviously, the revenue trajectory is improving nicely. EBITDA grew a bit less than the revenue trends. I was thinking what are the drivers of EBITDA growth if we're looking to 2020? I realize you will update us on your guidance and strategy in December. But still, quantitatively, can we expect EBITDA to grow in line with revenues? Or is this revenue growth leading to some increase in cost?

And second, with regards to your strategy day, does it -- so you're going to hold it on mid-December, and does it mean that basically, by then, you expect to have finalized -- or not finalized, but have taken the decision with regards to network sharing with any third-party? Or would that still be something that could be unfinished?

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [3]

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Mathieu, let me take the first question with regards to EBITDA. So I think, first of all, we have shown solid growth from an underlying perspective in the first 9 months of this year. And that's despite the effect that our integration effects are now gradually fading out. Of course, our target remains unchanged to also translate additional gross margin into EBITDA. And also, as a reminder, we are still at the early stage of our transformation journey, so that means also here our target that we have given ourselves to grow EBITDA by transformation efforts remains unchanged going further. And we will, as you rightly mentioned, update you in more details in December.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [4]

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Mathieu, on your second question. Yes, network sharing is a priority for the management team and we clearly expect more clarity on the current developments that we see. And there are several possibilities of network sharing, and we clearly expect more clarity around the date of the strategy update.

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Operator [5]

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The next question is from the line of Polo Tang of UBS.

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Polo Tang, UBS Investment Bank, Research Division - MD & Head of Telecom Research [6]

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I just have 2 questions. The first one is just really a follow-up in terms of the mobile network sharing question and released CapEx. Can you maybe talk about whether your preference is the trilateral or bilateral network sharing? So that's the first question.

The second question is really around the MBA MVNO. So you obviously had a positive result in terms of the recent price review for the MBA MVNO, but the unfavorable outcome for Drillisch potentially makes our fourth mobile network build relatively more attractive for them. So would you be open for signing a new MBA MVNO agreement with Drillisch in order to take a fourth mobile network build off the table? And can you clarify if there's any read across from price review 1 of the MBA MVNO into price reviews' 2, 3 and 4? Or is each review very separate and very distinct.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [7]

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It's Markus speaking. On the sharing, I think we have several rollout obligations,, especially also in the very, very rural areas. So I think there are clearly opportunities on the industry obligation for trilateral sharing, but there are also opportunities for the bilateral sharing. So we clearly -- we take the duty analyze everything and we are open from, clearly, to create as much value as we can. So going forward, I think all options are on the table. And as I've said, we would like to give or hope to have more clarity around our strategy update in December on those topics.

On the MBA contract, as said, I think an extension for the coming 5 years will need to be agreed by the end of this year, starting from July 2020. We fully commit and comply with the obligations we signed up, and we fully stand to this partnership as we have agreed with the European Commission. So from that perspective, there is no change in our position and also the price review hasn't changed our position. I think we will and have to comply fully with the obligations we have signed up to.

On the outcome of the price review 1, I think I made it in my presentation clear, we are confident that we are also be able to hold our position during upcoming price reviews. But clearly, it's not our decision, and we now need to go through the process with the upcoming 3 price reviews. But we clearly see that our position has been confirmed, and also the modeling and how we see and have calculated the terms and conditions have been confirmed. But we now need to go through the process, as said, and so we cannot anticipate the outcome here. But from our perspective, we are very confident that our position would be upheld.

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Operator [8]

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The next question is from the line of Ulrich Rathe of Jefferies.

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Ulrich Rathe, Jefferies LLC, Research Division - Senior European Telecommunications Analyst [9]

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My first question is with regards to the cable deals, both on the Vodafone, the one you announced with Tele Columbus. Could you shed a bit of light on how you intend to sort of market this? Is this going to be -- obviously, it coverage is regional, so are you going to market cable in the cable regions exclusively and really force people to take cable? If they cannot take DSL in those areas, are you going to do a mix and match giving the customer the choice? Or how are you going to go about this? That's my first question.

My second question, if I may. I mean following up on Polo's question, you answered that quite clearly. The one that you didn't talk about is that loading the -- or the fact that Drillisch is now in a worse margin situation than they thought, given that you won your case with flying colors, that potentially makes the case for cost internalization through a network rollout on their side stronger. And so how do you think about that strategically? Do you think there is a case of offering them something slightly sweeter to really withhold the -- or to stop a fourth network emerging in Germany? Or do you think that that's simply none of your concern, they have to do what they have to do and you just stick to the MBA MVNO?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [10]

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Thank you for your questions. On the cable one, I think we bring scale to the table also with regards to Tele Columbus. And clearly, that gives us opportunity to combine and to not sell technologies but give the customer wherever he lives, in an agnostic way, the best experience. And this is what we aim for, and we will be able to sell up to 1 gigabit per second. So it's also a big part of our marketing [shot].

If we combine now the 3 territories under the O2 DSL or O2 broadband offer, how we want to call it, I think it gives us a great opportunity to sell all speeds and give the customer the choice to have the best fixed offer wherever he is. Because by combining all the territories, no one can offer more fixed or to more fixed households and broadband than Telefónica Deutschland under the O2 brand. So in so far, it was an important puzzle piece in our strategy, and we will give more color and flavor and on our converged approach also during the strategy update in December.

On the second question, I think it's difficult for us to speculate on a potential network rollout of Drillisch because, clearly, we believe the MBA MVNOs are very attractive MVNO contract. No one is a unique contract, is a unique concept with unique advantages also, including 5G and all other parts, under the real MVNO part. So from that perspective, I think it's clearly Drillisch's call to extend the MVNO or to decide to go for an own network. I think it's a call that we can't make, to be honest. I believe the MBA MVNO is independent from the price revenue 1 outcome, a very attractive and unique assets that no other MVNO has in Germany or in Europe available.

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Operator [11]

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The next question comes from the line of Joshua Mills of Exane.

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Joshua Andrew Mills, Exane BNP Paribas, Research Division - Research Analyst [12]

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Just 2 from me. So during the presentation, you made repeated reference to the strong retail performance of your business. I'd just be interested to know whether you can say now that you've stabilized either your retail net add numbers or your retail service revenue numbers. Clearly, it's difficult to back that out from the disclosure we have, but it'd be interesting to know whether or not that has already happened or if you see it as a possibility on the next 12 months period.

Secondly, on the price arbitration review, I know there's a lot of moving parts. But Markus, you referenced the fact that the arbitrator looked at your margins, Drillisch's margins, made the comparison. What other factors went into the review? Were we looking at market pricing? Were we looking at EBIT margins, free cash flow margins? Just to get a sense of how we, as analysts, could triangulate whether or not future reviews could come to a different conclusion.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [13]

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Josh, with regard to your first question of the strong retail performance, I can confirm that we are very pleased with the trends that we see in our own retail business and that we have done major steps to stabilize that both the number of net adds as also the revenue trend. And just also as a reminder, here, we always said that the first step would be to increase the inflow values, which we have done with update on the portfolio now for the last 2 years. And as we have also said, there were still some headwinds on the retention side, which are now gradually easing out over time. And both of these ingredients will lead also to achieving the target that we have set ourselves.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [14]

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On your second question, the parties have agreed certain criterias and tests that fall under the price review clause. And these tests and criterias have been clearly audited by the arbitrator, and they contain all the elements that are relevant in order to come to such a conclusion, also the examples you made.

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Joshua Andrew Mills, Exane BNP Paribas, Research Division - Research Analyst [15]

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Can I just follow-up? So could you give any indication sort of what elements are most important or given the highest weighting by the arbitrator? Do you have visibility on that after this review? Because it sounds from what you're saying that this is a review which looks more at the relative returns of each of the business models rather than strictly looks at pricing in the market. Is that fair? Or are there other elements you're not discussing?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [16]

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Well, this nonconfidential version of the decision has been distributed to the parties, and of course, as you can expect, this decision is under NDA. So it's very difficult for me to comment at this point in time and at this stage, the decision. So I'm currently not in a position to confirm or exclude. I think all the criteria that have been agreed has been audited by the arbitrator, I think. And then the arbitrator clearly has made his own judgment and has given a weighting to them in order to come to the conclusion. But I think that's it for the time being.

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Operator [17]

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The next question is from the line of Georgios Ierodiaconou of Citi.

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Georgios Ierodiaconou, Citigroup Inc, Research Division - Director [18]

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My first question is around the MNO option of Drillisch. Markus, I know you mentioned something around December being the time when you need to finalize the next 5-year relationship in a way. Is there a hard deadline at the end of December? Or is there anything that has or may change the deadline for Drillisch to activate the MNO remedy? And I believe in one of the previous answers, you mentioned something around the attractiveness of 5G under the MVNO option. I just wanted to clarify is 5G not -- potentially not included in the event that they go for the MNO remedy than on the MVNO one. I just wanted to clarify that.

And then my second question is related to the price dynamics in the third quarter, and very good traction on revenue but weaker margins as you mentioned question earlier. But also the churn improvement we've seen in previous quarters didn't materialize as much this quarter. Was there something specific in the margin, in the third quarter that led to this slightly higher churn and slightly lower margin? Or is it something we should be a bit concerned about in the coming quarters?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [19]

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On your third question, just to verify the time line. I think until year-end 2019, the MBA MVNO needs to be extended starting from July 2020. So the parties agreed a time line that the MBA MVNO needs to be extended, but the next 5-year tranche needs to be ordered by this year-end. And this is the binding deadline, the parties agree also public. And the MNO option, continuous negotiations in parallel, of course, in order to fulfill their remedies Telefónica Deutschland signed up with. This has been a little bit delayed due to the long auction process so there had been a shift, so the period of the auction has been suspended in the negotiation time line, and this suspension will bring us into Q1 next year.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [20]

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Let me take the second question with regards to the churn and what is happening there. So I can confirm that we see the positive trends that we have seen already in the last couple of quarters by significantly improving our year-over-year churn. We have now also achieved a very good churn rate with the 1.4% for our O2 customers in Q3 of this year. This is following basically the normal seasonality of expiring contracts. And we expect also that this trend of improving churn will be also visible in the next quarter. So from my perspective, there's nothing to worry about if you look into the Q3 churn performance, because it's purely increasing slightly versus Q2 driven by seasonal effects.

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Georgios Ierodiaconou, Citigroup Inc, Research Division - Director [21]

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If I could ask a follow-up on my first question. Just to clarify in the moment you agree on the MVNO 5-year period starting of July next year and then the MNO remedy is actually triggered, will there be then changes in the agreement afterwards? And also if you could clarify the point around the 5G access, please.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [22]

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From that perspective, the terms and conditions, how MBA MVNO contract could be changed into an MNO contract, into a separate contract, that needs to be agreed. And it's clear, if some -- if the fourth entrant builds a 5G network, he is in full competition with the existing infrastructure. So if he decides to become an MNO, so a network operator, there's no 5G access, of course, because he directly competes against 5G and he builds up the 5G network, except in the areas where everybody is not building, in urban areas. So if he becomes an MNO, so for the MNO part, he will not have 5G access. I think we always have been very clear on that one. This is then infrastructure competition on 5G level and this does not give access on the MNO auction. If he decides not to build a network and stay an MBA MVNO, 5G access agreed under remedy is included.

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Operator [23]

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The next question is from the line of Steve Malcolm of Redburn.

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Stephen Paul Malcolm, Redburn (Europe) Limited, Research Division - Research Analyst [24]

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Can I just ask have a couple of questions on share returns. First of all, just on the spectrum position, I mean, the flip side of not including it as debt is that your payments presumably are going to come out of free cash flow, should we assume that your free cash flow from 2020 onwards or from this quarter onwards will deduct spectrum payments where they've previously haven't?

And then secondly, just on shareholder returns, you seem to have changed your language a little bit. In Q2, you talked about the dividend commitment being kind of very important. Now you're talking about total shareholder returns rather than dividend. Should we read anything into that? Are you rethinking how you pay surplus cash-out, might use more buybacks going forward? That would be very helpful.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [25]

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So with regards to spectrum, Steve, let me give you the answer on that one here. Of course, we have to deduct the payment that we have in the next year. But we are very happy about the achievement that we have done in order to not having paid the full amount now but having a better synchronization between the cash flows and also the potential income from the use of the technologies that we provide in the 5G area going further. So far, we have always excluded the spectrum payments from our cash flow, from our operational cash flow, and made very clear also what on top effects we will see.

And with regards to the language around dividend, I think there is nothing to interpret right now. We will update you in December with the concrete guidance of dividends as we have promised. And we, of course, know that the dividend -- still know that the dividend is an important element of our equity story.

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Stephen Paul Malcolm, Redburn (Europe) Limited, Research Division - Research Analyst [26]

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Can I just have one more quick question. You talked about the network test at the end of the month. What are you -- can you give us some sort of milestones you might be looking for in terms of improvement? Because of the LTE investments you've been making is beginning to translate into better revenue trends. What should we be looking for? What are you as a management team looking for in the results of that connect test towards the end of November?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [27]

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From our perspective, I think we -- after the consolidation of the network, we put our whole effort and our whole work this year on the network rollout and acceleration. So we -- clearly, we did everything in order to improve significantly, so we now need to see how this also translated into final test results. But we are very confident that we have been done a good job on network this year.

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Stephen Paul Malcolm, Redburn (Europe) Limited, Research Division - Research Analyst [28]

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Yes. So you would expect a material improvement in your scores relative to the [route] the last couple of years?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [29]

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Well, it's an independent test, of course. And from our perspective, I think we have rolled out more network elements than anyone else. So let's see how this translates then into the final test result.

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Operator [30]

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The next question is from the line of Frederic Boulan of Bank of America.

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Frederic Emile Alfred Boulan, BofA Merrill Lynch, Research Division - Senior Analyst [31]

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First of all, back on the operating leverage question. So if we look at Q3, you grew MSR almost 3%, ex reg, that I think EUR 35 million, but EBITDA ex reg was only EUR 12 million despite synergies and also 10-year transformational benefits. So if you can explain a little bit what are the dynamics here. Why the revenue growth is now translating into more EBITDA growth. And again, what is about to change in the next few quarters before we start to see EBITDA growth following top line?

And then secondly, on the national roaming discussions, if you could discuss potential network share with 1&1, in particular Drillisch. And you mentioned the MBA contract in good condition. I mean, is there a way to help them stay on that contract, in particular when it comes to their coverage obligations coming with the spectrum that they have acquired?

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [32]

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Fred, let me take the first question with regards to EBITDA and the gross margin translation. FX before, we had a solid 9 months performance and we were able to grow our EBITDA at roughly 1%. And despite the fact that we accelerated the growth into the markets, we were able to achieve another strong quarter of net adds. And also from a transformational perspective, of course, the investment always comes first and the benefits will flow through later. That's the logic that we are here following, the normal business logic. And from that perspective, we are also confident and our intention remains the same that we can translate future gross margins that we generate also into additional EBITDA.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [33]

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On your second question, Fred. On the MNO contract, from our perspective, the commercial conditions between the MNO contract and the MBA MVNO contract are the same in case Drillisch would consider international roaming. From that perspective, I can only reiterate the MBA MVNO contract is a great contract. There's no commercial benefit in migrating this international roaming agreement. So from our perspective, we would clearly see benefits in using the MBA MVNO contract is a 5 plus 5 extension. It's a unique contract, as I said earlier. No other MVNO has such a contract with such a concept and also the access possibilities are in there. So from our perspective is unique.

On sharing, on that one, I think Drillisch has not acquired so far any coverage spectrum. So from that perspective, we would clearly build the industry obligation more in rural areas with players who have the same coverage obligations where we can also generate savings. So from that perspective, it's currently not a priority.

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Operator [34]

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The next question is from the line of Jakob Bluestone of Crédit Suisse.

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Jakob Bluestone, Crédit Suisse AG, Research Division - Research Analyst [35]

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I have 2 questions, please. Firstly, can you maybe elaborate a little bit more on what you sort of -- the basis of your claim in the separate proceedings. So the claims from wholesale partners regarding the 2015 spectrum, if you could maybe just explain a little bit more what that basis of the claim is and also whether you can make a similar claim for the 2019 auctions. So could you recoup some of the spectrum that you've -- some of the spectrum costs that you recoup from that auction? And then just very briefly, you used to disclose separately the growth in partner revenues, just maybe if you could share that with us for this quarter.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [36]

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Thank you. On the first question, I think what we made public on the 24th of October in the evening was clearly that the arbitrator also takes into account the frequency case that Telefónica Deutschland has put forward. As you remember, especially the 1,800 megahertz frequency has been extremely expensive in 2015 auction. And it was also part of the MBA contract that Telefónica needs to be competitive in order to acquire sufficient spectrum, in order to provide also 20% or up to 30% capacity to the MBA MVNO. So that was the logic why there wasn't a reimbursement clause being included in the contract. Now all the facts and data are on the table. And we brought forward this case now to the arbitrator and they'll be ready for a decision next year.

On the other claims, we are currently not in a position to specify them in detail because they're under NDA. They're material contracts or material claims that are very specific that we made forward, and we cannot specify them currently. But once they are in the public court decisions or there will be public decisions on these cases, we will be clearly in a position to also disclose the details of this triple-digit million number in the low range immediately.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [37]

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Let me take the second question with regards to the partner revenue. So as I've said before, partner revenues developed fully in line with our expectations. And the growth that we have seen posted to 13% year-over-year.

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Operator [38]

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The next question is from Wolfgang Specht of Bankhaus Lampe.

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Wolfgang Specht, Bankhaus Lampe KG, Research Division - Analyst [39]

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One additional question from my side. You mentioned that most of your integration steps have been done and most of the savings have been realized. So from today's perspective, would you rule out that, let's say, new restructuring or reorganization programs are needed, especially with the O2 personnel?

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [40]

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Yes. So first of all, I can confirm that we have finalized our integration activities already by the end of last year. So what you're seeing now is just flow-through of the activities of previous year. But of course, also, with regards to restructuring going forward, we see low double-digit amounts of restructuring needs that we see also. This is for us more ongoing business, also in combination with the transformational activities that we do. So we do not expect major step-ups here, but we see also restructuring as an ongoing topic in the light of the transformational activities.

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Operator [41]

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The next question is from Christian Fangmann of HSBC.

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Christian Fangmann, HSBC, Research Division - Analyst of Telecoms [42]

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I have a question on the revenue guidance. I mean you're guiding for broadly stable revenue excluding regulatory effects. I think year-to-date, we are plus 2% year-over-year. So would that imply that you expect a bit of a slowdown in terms of general trends in Q4 from a revenue perspective, so MSR growth with very strong in Q2 and Q3? So is that a fair assumption, generally speaking?

And then secondly, on the CapEx as well. I think you haven't changed your guidance, of 13% to 14% with 14.4% year-to-date. Are you expecting a material slow down? Or can we expect to -- that you'll end up being at the very high end of your guidance? A bit of color there would be great.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [43]

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Okay. Christian, first of all, yes, we have confirmed our broadly stable revenue guidance. It now depends on the developments that we see in Q4. Of course, we firmly believe that the good commercial traction that we have seen in MSR and also fixed line will also translate into a decent Q4 performance. However, let's also take into account that from a handset revenue sales perspective, we had a strong Q4 of last year already, and that's anyhow low-margin business has now tougher comps than in the previous year. The guidance range is broad. It also implies some growth on the positive side, and that's why we have confirmed here the guidance in terms of revenue.

With regards to CapEx, we have a more linear phasing of investments than in the previous years. And we continue to invest into the future of our company by the rollout that we are doing in terms of network deployment, so our LTE expansion is really on full track. And we also expect to come in line with the guidance that we have given, also driven by the strong revenue contribution that we have seen in the first 9 months.

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Christian Fangmann, HSBC, Research Division - Analyst of Telecoms [44]

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Can I ask a follow-up? I mean, but it's still fair to assume that you are probably ending up towards the high end of your 13% to 14%, I mean, just given trends and where we ended up year-to-date?

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [45]

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So we confirm the guidance, and we will end up in the range of 13% to 14%. That is now depending on our deployment in Q4.

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Operator [46]

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Your next question is from the line of James Ratzer of New Street Research.

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James Edmund Ratzer, New Street Research LLP - Europe Team Head of Communications Services & Analyst [47]

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Two questions, please. The first one, just wanted to come back to the issues of price reviews 2 to 4, please. Can you just confirm that this low triple-digit million that you're mentioning on slide, that's what you think might lose if you lose the case? I just wanted to make sure I kind of understood that point clearly. And if you win the case, is it fair to assume that your partner revenue growth that I believe is running at around kind of 12% year-on-year, that you believe should be growing at a broadly consistent rate over the next few years? I just wanted to understand how the MBA revenues are likely to develop over the next few years.

And then the second area, just wanted to come back to you, please, with ARPU trend. I mean, at the last quarter, you mentioned that you're seeing the back book repricing come to an end. But although the kind of revenue growth you've seen this quarter has been very strong, it looks like the ARPU growth has declined a little bit. So I just wanted to understand what's driving that ARPU weakness that we've seen this quarter? Is there still there more back book repricing going on? Is this -- the ARPUs of the new customers coming on at a lower level? Just to understand the dynamics around ARPU and how you see that developing.

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [48]

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On your first question, we clearly also expect the price review 2 to 4 confirm the existing pricing. So from our perspective, we wouldn't speculate on numbers and impacts. I think we just would expect a confirmation of the current price trends as it has been set out during the period that are in the -- under discussion.

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James Edmund Ratzer, New Street Research LLP - Europe Team Head of Communications Services & Analyst [49]

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But if you were lose those price reviews what will be helpful is to understand what might be at stake. I fully understand you expect to win, but just if you were to lose, what could be at stake here?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [50]

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I think we cannot speculate on this. I think it depends then -- it's a very complex matter. We also do not know what would the arbitrator change, if he would like to change or see the need to change anything. It's not that easy. So I think we have never confirmed or disregarded any of the numbers that have been flowing around. So from our perspective, I think flat line, I think, is from our perspective the best assumption on this.

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James Edmund Ratzer, New Street Research LLP - Europe Team Head of Communications Services & Analyst [51]

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And when -- what would be the timing then, please, when we'll hear the outcome of these price reviews? Will these all be reviewed now in one go? Or will we now get kind of an announcement every 6 to 9 months on each one of these?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [52]

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Sequentially, absolutely. Sequentially.

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Markus Rolle, Telefónica Deutschland Holding AG - CFO & Member of Management Board [53]

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So James, let me take then the second part of the question that was your question with regard to future partner revenue growth. Well, of course, that depends also on the developments that we see with regards to the Bitstream MVNO, the MVNO option, et cetera. As we have already outlined in our Q2 performance, we see no revenue exposure on the short to midterm from that effect because it will take -- anything will take time, and that we are prepared for all the different options here.

With regards to your ARPU questions, I do not see that we have a lightening of the positive trends that we discussed already before. Of course, in Q3, we have been also hit again by regulatory effects, which are not our under control here, the international calls but also the MTR cut. But I can confirm that from an underlying perspective, the positive trends hold, which are: increase of inflow ARPU, which we have again confirmed with this quarter's trading; but also the headwinds from back book repricing are gradually phasing out due to the effect that the integration is now left behind us. So from that perspective, I can confirm the positive underlying development.

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Operator [54]

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In the interest of time, we'll only take one final question. The IR team will follow up with all remaining questions. Keval Khiroya from DB.

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Keval Khiroya, Deutsche Bank AG, Research Division - Research Analyst [55]

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A very strong lead to management, and that's been driven partly by you having the 6-month free promotion in O2 Free, which I think expires at the end of November. Do you feel you still need to have promotional discounts? Or do you think the improved network quality means you can actually afford pricing to be a little bit higher and more in line with some of your competitors?

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Markus Haas, Telefónica Deutschland Holding AG - Chairman of Management Board & CEO [56]

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I think we carefully evaluate on a monthly basis the market dynamics, and we still see a rational market but a competitive market, of course. So in so far -- no decision has been made so far. So from that perspective, we carefully evaluate the trade-off between keeping momentum, because it's now for us important to keep the trading momentum that we see in order to underpin the healthy revenue trends that we have seen now quarter-over-quarter. And that is clearly the decision, a key decision metric that we have to keep the momentum. Take a while to get there. So -- and so far, there are also other possibilities of promotion, so let's see. So no final decision has been made as a summary. But clearly, keeping revenue momentum is priority #1.

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Operator [57]

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And this concludes our question-and-answer session. I would like to turn the conference back over to the presenters for closing comments.

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Veronika Bunk-Sanderson, Telefónica Deutschland Holding AG - Director of IR [58]

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Thank you, operator, and thank you, all for joining us for today's conference call. Please don't hesitate to get in touch with the IR team as per usual if you have any open questions. Have a great day. Goodbye.

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Operator [59]

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Ladies and gentlemen, the conference has now concluded, and you may disconnect your telephone. Thank you for joining, and have a pleasant day. Goodbye.