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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated July 24, 2023
Commission File Number: 001-10086
PUBLIC LIMITED COMPANY
(Translation of registrant’s name into English)
VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE,
RG14 2FN, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Report on Form 6-K contains a Stock Exchange Announcement
dated 24 July 2023 entitled ‘Vodafone Group Plc: Q1 FY24 trading update’.
Vodafone Group Plc Q1
FY24 trading update
24 July 2023
Valle, Group Chief Executive, commented:
progress our plans to transform Vodafone, we have achieved a better service revenue performance across almost all of our markets. We
have delivered particularly strong trading in our Business segment and returned to service revenue growth in Europe.
we have taken the first steps of our action plan focused on customers, simplicity and growth, but we have much more still to do.”
* represents organic growth. See page 2. ǀ 1. Non-GAAP measure. See page 6.
more information, please contact:
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679
A webcast Q&A
session will be held at 09:00 BST on 24 July 2023. The webcast and supporting information can be accessed at investors.vodafone.com
review Broad-based growth improvement
amounts marked with an ‘*’ in this document represent organic growth which presents performance on a comparable basis, excluding
the impact of foreign exchange rates, mergers and acquisitions, the hyperinflation adjustment in Turkey and other adjustments to improve
the comparability of results between periods. Organic growth figures are non-GAAP measures. See non-GAAP measures on page 6 for
to segmental reporting
1 April 2023, the Group revised its segmental reporting by moving Vodafone Egypt from the Other Markets segment to the Vodacom segment.
This is the effective date on which the Group’s reporting structure changed to reflect the transfer of Vodafone Egypt to the Vodacom
Group. All comparatives for these two segments have been re-presented on the new basis of segmental reporting. There is no impact on
previously reported Group metrics.
information is available at: investors.vodafone.com/results
Commercial actions supporting a gradual recovery in top-line trends
declined by 1.3%* (Q4: -2.8%*) primarily reflecting the cumulative impact of customer losses over the past 18 months, partially offset
by higher broadband ARPU. The improvement in quarterly trends includes the initial benefit of broadband price increases, which started
to take effect from May 2023.
Fixed service revenue
declined by 0.9%* (Q4: -2.1%*) driven by a lower broadband and TV customer base, partially offset by higher broadband ARPU. During Q1,
we began the phased implementation of a broadband price increase across our customer base. This supported service revenues but impacted
our commercial performance, as expected, with net cable customer disconnections of 70,000 and 51,000 DSL losses. The performance of our
gigabit fixed network has continued to improve, with strong results in three independent network tests from Connect, CHIP and Computer
Our TV customer
base declined by 120,000, and our consumer converged customer base remained broadly stable at 2.3 million. Preparations for the change
to German TV laws in July 2024 continue to progress.
Mobile service revenue
declined by 1.9%* (Q4: -3.7%*) driven by a lower mobile customer base and ARPU, as well as mobile termination rate cuts. The improvement
in quarterly trends primarily reflected a tough prior year comparison in Q4 FY23. We added 24,000 contract customers in the quarter,
supported by an improved Vodafone branded performance. We also added a further 2.2 million IoT connections. As part of our ongoing commercial
repositioning, in June we refreshed our ‘FamilyCard’ plans to be fully flexible relative to the main tariff.
Italy, UK, Spain
and Other Europe Broad-based improvement
declined by 1.6%* (Q4: -2.7%*) as a result of continued price pressure in the Consumer mobile value segment, partially offset by strong
growth in Business fixed and new digital services. The improvement in quarterly trends was driven by an acceleration in Business growth
and stabilisation of our mobile prepaid customer base.
In mobile, our Consumer
prepaid active customer base was stable quarter-on-quarter. Our second brand ‘ho.’ has continued to grow, with 63,000 net
additions, and now has 3.1 million customers.
Our fixed line customer
base decreased by 19,000, however this was partially offset by 11,000 fixed-wireless additions which are reported within mobile. Business
demand for new digital services is accelerating, and connectivity was further supported by the Business voucher programme, an initiative
related to the EU Recovery and Resilience Facility that subsidises high-speed broadband. Our next generation network (‘NGN’)
broadband services are now available to 23.8 million households, including 9.1 million through our own network and our partnership with
Open Fiber. In addition, our 5G fixed-wireless services now cover 3.6 million households, complementing our 4G fixed-wireless access
products which reach an additional 1.7 million households.
increased by 5.7%* (Q4: 3.8%*) with strong growth in Consumer, supported by annual price increases and a higher customer base, as well
as continued good growth in Business, partly offset by lower wholesale revenue. Contractual price increases took effect from April 2023,
driving an improvement in quarterly trends.
In mobile, our contract
customer base declined by 66,000 in Q1 due to the disconnection of zero-value SIMs provided to businesses during the COVID pandemic.
Excluding these, our mobile contract customer base was broadly stable, despite implementing annual contractual price increases. Consumer
contract churn remained broadly stable year-on-year.
In fixed, we added
42,000 broadband customers in Q1, and we now have 1.3 million customers. Through our partnerships with CityFibre and Openreach we can
now reach over 12 million households with full fibre broadband, more than any other provider in the UK.
In June 2023,
we announced that we had entered into a binding agreement to combine our UK business with Three UK to create a sustainable, and competitive
third scaled network operator in the UK. Following the merger, which we expect to close before the end of calendar 2024, Vodafone will
own 51% of the combined business and CK Hutchison 49%. This combination will provide customers with greater choice and more value, drive
greater competition, and enable increased investment with a clear £11 billion plan to create one of Europe’s most advanced
standalone 5G networks. Full details of the transaction can be found here: investors.vodafone.com/merger-of-vodafone-uk-and-three-uk
declined by 3.0%* (Q4: -3.7%*) due to a lower customer base and continued price competition in the Consumer value segment, partially
offset by price increases. The sequential improvement in trends reflects a full quarter benefit from price increases implemented in Q4
In Q1, our mobile
contract customer base declined by 87,000 and our broadband base by 65,000. This was in part due to a higher level of customer churn
following our CPI-linked price increase. At the beginning of Q1, we also closed 15% of our retail stores and chose not to renew several
sales dealership channels in order to increase our distribution efficiency. Our customer net addition trends have improved again since
the start of June.
grew by 4.1%* (Q4: 3.6%*) with good growth in all markets apart from Greece. This was supported by price actions in 5 out of 6 markets.
In Portugal, both
Consumer and Business segments continued to perform well with a further acceleration in service revenue trends, supported by CPI-linked
contractual price increases implemented in March. In Greece, service revenue trends slowed following the delayed implementation of planned
price increases, and strong public sector growth in Business during Q4 FY23. However, our mobile contract customer base continued to
grow, with 44,000 additions in the quarter. In Ireland, our performance in both Consumer and Business improved, supported by price increases
Reacceleration in South Africa, strong growth in Egypt
growth rates now include Egypt in all periods
service revenue grew by 9.0%* (Q4: 7.0%*), supported by growth in South Africa, Egypt, and Vodacom’s International markets. The
acceleration in quarterly trends was largely driven by South Africa, reflecting an improved performance in Vodacom Business following
a tough prior year comparative in Q4 FY23.
In South Africa,
service revenue growth was supported by strong growth in mobile Consumer contract, which benefitted from price increases, and a resilient
prepaid ARPU despite ongoing macro-economic pressures. We added 46,000 contract customers in the quarter, and now have a total base of
6.7 million. In prepaid ARPU increased by 6.9% supported by strong data demand, and we added 74,000 prepaid customers to reach a total
base of 41.7 million. Financial services revenue grew by 15.5%* supported by strong insurance growth. Our super-app, VodaPay, continues
to gain good traction with more than 3.7 million registered users.
In Egypt, service
revenue continued to grow strongly reflecting good customer base growth, increased data usage and good momentum on Vodafone Cash. We
now have 46.2 million customers, an increase of 5.5% year-on-year, and ARPU growth was 19%.
growth in Vodacom’s International markets was supported by a higher customer base, strong M-Pesa and data revenue growth. M-Pesa
revenue grew by 14.7% driven by customer growth, new service adoption and the reduction of mobile money levies in Tanzania. Our mobile
customer base now stands at 51.7 million having added 1.5 million customers in the quarter.
growth in Turkey was driven by ongoing repricing actions to reflect high inflation, continued customer base growth, and higher mobile
data revenue. We maintained our good commercial momentum, adding 384,000 mobile contract customers during the quarter, including migrations
from prepaid customers.
accounting in Turkey
Turkey was designated
as a hyperinflationary economy on 1 April 2022 in line with IAS 29 'Financial Reporting in Hyperinflationary Economies’. During
the quarter, service revenue in Turkey increased by 74.1%* (Q4: 58.3%*) due to ongoing repricing actions to reflect inflation. Organic
growth metrics exclude the impact of the hyperinflation adjustment in Turkey in the quarter. Group service revenue growth excluding Turkey
was 1.8%* (Q4: 0.5%*).
In the discussion
of the Group’s reported operating results, non-GAAP measures are presented to provide readers with additional financial information
that is regularly reviewed by management. This additional information presented is not uniformly defined by all companies including those
in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies.
Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself a measure defined
under GAAP. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. The non-GAAP measures
discussed in this document are listed below.
use of organic growth measures
All amounts marked
with an ‘*’ in this document represent organic growth which presents performance on a comparable basis, excluding the impact
of foreign exchange rates, mergers and acquisitions, the hyperinflation adjustments in Turkey and other adjustments to improve the comparability
of results between periods.
Organic growth is
calculated for revenue metrics, as follows:
Whilst organic growth
is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure provides useful
and necessary information to investors and other interested parties for the following reasons:
We have not provided
a comparative in respect of organic growth rates as the current rates describe the change between the beginning and end of the current
period, with such changes being explained by the commentary in this document. If comparatives were provided, significant sections of
the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document.
Key terms are defined below.
Adjusted EBITDAaL, which is a non-GAAP measure, is operating profit
after depreciation on lease-related right of use assets and interest on leases but excluding depreciation, amortisation and gains/losses
on disposal of owned assets and excluding share of results of equity accounted associates and joint ventures, impairment losses, restructuring
costs arising from discrete restructuring plans, other income and expense and significant items that are not considered by management
to be reflective of the underlying performance of the Group.
statements and other matters
This document contains ‘forward-looking statements’
within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition and
the guidance for Adjusted EBITDAaL and Adjusted free cash flow for the financial year ended 31 March 2024, results of operations
and businesses, the information regarding the announced agreement to combine Vodafone UK and Three UK and certain of the Group’s
plans and objectives, including the Vodafone Group’s strategy and its emissions targets and other ESG goals, commitments, targets
and ambitions, climate-related scenarios or pathways and methodologies it uses to assess its progress in relation to those.
Forward-looking statements are sometimes but not
always identified by their use of a date in the future or such words as ‘will’, ‘may’, ‘should’, ‘expects’,
‘believes’, ‘intends’, ‘plans’, ‘estimates’, ‘continues’, ‘progress’,
‘ongoing’, ‘accelerate’ or 'targets’. By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by
these forward-looking statements. These factors include, but are not limited to the following: general economic and political conditions
in the jurisdictions in which the Group operates and changes to the associated legal, regulatory and tax environments; increased competition;
levels of investment in network capacity and the Group’s ability to deploy view technologies, products and services; evolving cyber
threats to the Group’s services and confidential data; the Group’s ability to embed responses to climate-related risks into
business strategy and operations; rapid changes to existing products and services and the inability of new products and services to perform
in accordance with expectations; the ability of the Group to integrate new technologies, products and services with existing networks,
technologies, products and services; the Group’s ability to generate and grow revenue; slower than expected impact of new or existing
products, services or technologies on the Group’s future revenue, cost structure and capital expenditure outlays; slower than expected
customer growth, reduced customer retention, reductions or changes in customer spending and increased pricing pressure; the Group’s
ability to extend and expand its spectrum resources, to support ongoing growth in customer demand for mobile data services; the Group’s
ability to secure the timely delivery of high-quality products from suppliers; loss of suppliers, disruption of supply chains and greater
than anticipated prices of new mobile handsets; changes in the costs to the Group of, or the rates the Group may charge for, terminations
and roaming minutes; the impact of a failure or significant interruption to the Group’s telecommunications, networks, IT systems
or data protection systems; the Group’s ability to realise expected benefits from acquisitions, partnerships, joint ventures, associates,
franchises, brand licences, platform sharing or other arrangements with third parties, including the signed agreement to combine Vodafone’s
UK business with Three UK; acquisitions and divestments of Group businesses and assets and the pursuit of new, unexpected strategic opportunities;
the Group’s ability to integrate acquired business or assets; the extent of any future write-downs or impairment charges on the
Group’s assets, or restructuring charges incurred as a result of an acquisition or disposition; developments in the Group’s
financial condition, earnings and distributable funds and other factors that the Board takes into account in determining the level of
dividends; the Group’s ability to satisfy working capital requirements; changes in foreign exchange rates; changes in the regulatory
framework in which the Group operates; the impact of legal or other proceedings against the Group or other companies in the communications
industry; changes in statutory tax rates and profit mix; climate change projection risk including, for example, the evolution of climate
change and its impacts, changes in the scientific assessment of climate change impacts, transition pathways and future risk exposure and
limitations of climate scenario forecasts; amendments to or new ESG reporting standards, models or methodologies; changes in ESG data
availability and quality which could result in revisions to reported data going forward; and climate scenarios and the models that analyse
them have limitations that are sensitive to key assumptions and parameters, which are themselves subject to some uncertainty.
A review of the reasons why actual results and
developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found in the summary
of our principal risks in the Group’s Annual Report for the year ended 31 March 2023. The Annual Report can be found on the
Vodafone Group’s website (vodafone.com/ar2023). All subsequent written or oral forward-looking statements attributable to
Vodafone or any member of the Vodafone Group or any persons acting on their behalf are expressly qualified in their entirety by the factors
referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Subject to compliance
with applicable law and regulations, Vodafone does not intend to update these forward-looking statements and does not undertake any obligation
to do so.
Copyright © Vodafone Group 2023
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
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