UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated July 21, 2017

Commission File Number: 001-10086

VODAFONE GROUP

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 o

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): o

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): o          

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o      No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

This report on Form 6-K contains Vodafone Group Plc’s (‘Vodafone’) Trading update for the quarter ended 30 June 2017.

news release

Trading update for the quarter ended 30 June 2017

21 July 2017

Highlights

·            Q1 organic service revenue grew 2.2%*; Europe 0.8%* (1.8%* ex regulation), AMAP 7.9%*

·            Good momentum in Europe: robust growth in Italy and Spain, similar underlying trends in Germany, UK recovering

·            Acceleration in AMAP: Vodacom 5.6%* (International 7.9%*), Turkey 13.9%*

·            India (-13.9%*) stabilising quarter-on-quarter, as low-end share gains mitigate continued unitary price declines

·            Sustained data growth of 63%; ‘more-for-more’ propositions stabilising consumer ARPU in Europe

·            Continued momentum in fixed: 300,000 broadband net adds

·            Enterprise up 1.5%*, led by share gains in fixed and ongoing success in IoT (up 15.1%*)

Vittorio Colao, Group Chief Executive, commented:

“We have made a good start to the year in Europe, where our commercial momentum remains robust, and growth accelerated across AMAP. Although competition in India remains intense, service revenues stabilised compared with the prior quarter. Our substantial investments in network leadership, an excellent customer experience and even greater ‘more-for-more’ propositions for customers are enabling us to monetise strong demand for mobile data. We are gaining profitable market share in broadband, and a growing proportion of our customers now take our fully converged offers. Our world-leading Internet of Things platform contributed to another quarter of solid growth in Enterprise. In addition, we are executing our ‘Fit for Growth’ cost efficiency programme in line with our plans. Overall, this performance gives us confidence in reiterating our outlook for the year.”

Notes:

*       All amounts in this document marked with an “*” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and movements in foreign exchange rates. Organic growth is a non-GAAP performance measure. See “Use of non-GAAP information” on page 8 for further details and reconciliations to the respective closest equivalent GAAP measure

1. The results for the quarter ended 30 June 2016 have been restated to exclude the results of Vodafone India which has been classified as discontinued operations for Group reporting purposes following the agreement to combine with Idea Cellular. Group revenue and service revenue include the regional results of Europe, AMAP, Other (which includes the results of partner market activities) and eliminations.

2. Non-GAAP information comprises non-GAAP measures that are presented to provide readers with additional financial information that are regularly reviewed by management and should not be viewed in isolation or as an alternative to the equivalent GAAP measure. See “Use of non-GAAP information” on page 8 for more information and reconciliations to the closest respective equivalent GAAP measure and “Definition of terms” on page 11 for further details.

Vodafone Group Plc

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

1

OPERATING REVIEW

On 20 March 2017 we announced an agreement to merge Vodafone India with Idea Cellular in India. As a result, Vodafone India is excluded from Group figures, unless stated otherwise.

Strategic progress

We continued to make good progress during the quarter in our strategic growth areas: data, convergence and Enterprise.

Mobile data

Data traffic continued to grow rapidly in the quarter at 63% (Europe +59%, AMAP +70%); in absolute terms, the growth in traffic during the quarter was equivalent to our total quarterly data traffic just two years ago. We now have 83.5 million 4G customers, including India and our joint ventures, across the 22 countries where we offer 4G, having added 8.8 million customers in the quarter.

Our network investments have created a strong platform to capture this data demand, and we continue to have the leading or co-leading data network in 14 out of the 21 markets where independent tests are available. We are a leader in all 21 markets for voice services.

Increasing 4G adoption together with larger data allowances as a result of our ‘more-for-more’ propositions led to a 39% increase in data usage per smartphone customer in Europe (including VodafoneZiggo), reaching 1.8GB per month, and consumer contract ARPU has stabilised in multiple European markets. 67% of the data traffic in Europe (including VodafoneZiggo) is now on 4G, which is substantially more cost efficient than 3G. Video, social and audio applications now account for 60% of all data used across our EU-4 markets.

During the quarter we launched ‘Vodafone Pass’, an innovative new proposition which allows customers to buy passes that give ‘worry-free’ access to social, music and video applications without using up their data allowance. These easy to understand offers, which are tailored to local market circumstances, are intended to stimulate data usage and increase ARPU. Vodafone Passes are now available in 5 markets.

Across our emerging markets, data adoption continues at a rapid pace. In South Africa, the number of active data users increased by 6.2% to 19.2 million, and average usage per 4G device rose to 1.4GB per month. This reflects rising 4G adoption and our advanced data analytics capabilities, which enable daily personalised offers; on average, ARPUs increase by 19% when moving from 2G to 3G, and by 25% when moving from 3G to 4G. In India, we added 3.4 million 3G/4G customers during the quarter and average data usage has more than doubled year-on-year to 1.1GB per month, as an intense competitive environment led to a very substantial increase in data allowances.

Convergence

Our flexible strategy for fixed line infrastructure is designed to optimise capital returns and economic potential. We are now able to market high speed broadband services to 98 million households across Europe, an increase of 24 million households year-on-year. 36 million of these households (including VodafoneZiggo1) are ‘on-net’, serviced by our own fibre or cable infrastructure. In addition, 5.1 million households are reached through strategic wholesale partnerships, in which we enjoy both materially lower costs and better access conditions compared to regulated incumbent wholesale terms.

We continued to achieve strong customer growth across our fixed footprint. Across the Group we now have 15.0 million broadband households (18.5 million including VodafoneZiggo and India), adding 300,000 in the quarter and 1.5 million over the past year. 8.3 million of these households take a high speed service over fibre or cable, of which 6.5 million are ‘on-net’. As a result of this continued growth, 28.3% of our European service revenue now comes from fixed, up 2.0 percentage points year-on-year.

A key strategic objective is to drive convergence across our fixed and mobile customer bases. Within Europe, 3.8 million of our broadband households are now converged (4.4 million including VodafoneZiggo), having added 0.7 million year-on-year, led by Germany, Italy, Spain and the UK. Our average revenue per account (‘ARPA’) has grown steadily and churn rates are roughly half the level of households who take a single product. We have 9.6 million TV households in Europe (13.5 million including VodafoneZiggo), which is broadly stable year-on-year.

Enterprise

Our Enterprise business continued to outperform peers with service revenue growth of 1.5%* (Q4: 2.0%*). In Europe, service revenue remained stable, while growth in AMAP remained robust despite slowing compared to prior quarters. Mobile service revenue grew by 0.6%* (Q4: 1.0%*) with good customer base growth offsetting continued ARPU pressure. In fixed, we grew service revenue by 3.6%* (Q4: 4.5%*), as we continued to gain customer market share. Fixed now represents 30% of total Enterprise revenue. Our IoT business continued to grow strongly (Q1: 15.1%*), supported by the growth in SIM connections (+43% year-on-year).

Summary and outlook2

Trading during the first quarter was consistent with management’s expectations underlying the outlook statement for the 2018 financial year. The Group therefore confirms its outlook for the 2018 financial year.

2

Group

Group total revenue was €11.5 billion and Group service revenue was €10.3 billion. Total revenue declined 3.3%, including a 4.2 percentage point negative impact from the deconsolidation of Vodafone Netherlands (which was contributed to the VodafoneZiggo JV), and a 2.6 percentage point negative impact from foreign exchange rate movements. On an organic basis, service revenue increased 2.2%* (Q4: 1.5%*).

Europe

Revenue decreased 4.8% for the quarter, with a 5.6 percentage point negative impact from the deconsolidation of Vodafone Netherlands, while foreign exchange movements contributed a 1.7 percentage point negative impact.

On an organic basis, service revenue increased by 0.8%* (Q4: 0.1%*) or 1.8%* (Q4: 1.3%*) excluding the impact of regulation. This improvement in quarterly trends was driven by customer growth in both mobile and fixed and ARPU stabilisation across many of our major markets. As of 15 June 2017 ‘roam like at home’ regulation was introduced across the EU.

Germany

Service revenue grew by 0.6%* (Q4: 1.2%*) or 2.0%* (Q4: 2.6%*) excluding the impact of regulation. The slowdown in quarterly trends reflected the lapping of an accounting reclassification from other revenue into fixed service revenue in the prior year, together with lower mobile wholesale revenues. Excluding these effects, underlying performance was similar to the prior quarter.

Mobile service revenue declined -1.1%* (Q4: -0.4%*) with a higher customer base being offset by regulatory headwinds and lower wholesale revenues. Excluding regulation, mobile service revenue grew 1.0%* (Q4: 1.7%*) supported by our ARPU enhancing ‘more-for-more’ propositions. Contract customer additions grew 84,000 (+76,000 year-on-year) driven by higher activity in direct channels and lower consumer churn. In Enterprise the market remained competitive, however ARPU declines have continued to moderate. We now have 4G population coverage of 90% with the ability to offer 375Mbps in over 30 cities.

Fixed service revenue grew by 3.4%* (Q4: 3.7%*). Our commercial performance remained strong with 100,000 broadband households added in the quarter (Q1 16/17: 108,000), of which 65,000 were on cable and the remainder on DSL. Our TV customer base remained stable during the quarter at 7.7 million. Our new ‘GigaKombi’ convergence offer continues to gain good momentum with 90,000 households added during the quarter; on average, households increase their overall spend when they migrate to converged bundles. In total we now have 0.5 million converged consumer households.

We now offer 500Mbps speeds in our mobile network in 10 cities and 500Mbps speeds in our cable network to over 2 million households.

3

Italy

Service revenue grew 3.2%* (Q4: 2.8%*) in the quarter. This performance was supported by higher mobile and fixed ARPU and strong fixed customer growth.

Mobile service revenue grew 0.9%* (Q4: 1.4%*) driven by ARPU growth following changes to our tariff plans during the prior year and in the quarter. The prepaid pricing environment became increasingly competitive during the quarter, particularly in below-the-line offers. As a result, mobile number portability (‘MNP’) volumes grew by 44% year-on-year. Despite these pressures, our active customer base has remained stable, supported by our advanced data analytics capability which delivers personalised customer offers. In June, we announced the launch of our innovative new proposition ‘Vodafone Pass’. This proposition capitalises on our leading mobile network quality, with 4G population coverage now at 97%.

Fixed service revenue was up 14.4%* (Q4: 10.2%*) driven by continued strong customer base growth. We added 58,000 broadband households in the quarter (Q1 16/17: 46,000). In total our broadband base is now 2.3 million. At the end of the period we reached 5.0 million marketable homes through our owned NGN footprint and our strategic partnership with Open Fiber.

UK

Service revenue declined -2.7%* (Q4: -4.8%*) or -2.2%* (Q4: -4.8%*) excluding the impact of handset financing during the quarter. The improvement in quarterly trends was driven by ARPU growth in consumer mobile, together with a lower decline in carrier services. NPS continued to recover, reflecting ongoing improvements in customer care and network quality.

Mobile service revenue declined -2.3%* (Q4: -3.9%*) or -1.7%* (Q4: -3.9%*) excluding the impact of handset financing. The improvement compared to the prior quarter was driven by consumer ARPU growth following RPI-linked and other price increases, and a better direct inflow mix of higher-value customers. Enterprise continued to decline in a competitive market environment. Total contract customers declined 2,000 in the quarter, impacted by our strategic decision to phase out our low-end mobile brand Talkmobile. Excluding this effect our contract base grew 33,000. Our network performance in Q1 was at an all-time high with a drop call rate of 0.49% and 4G coverage at 97%. We also signed a new network share agreement in London providing us with greater flexibility and the opportunity to roll out new services faster.

Fixed line service revenue declined -3.9%* (Q4: -7.5%*) with the improvement in quarterly trends reflecting a lower decline in carrier services (which was impacted in Q4 by a strong prior year comparator). Enterprise continued to decline, reflecting the ongoing impact of customer losses in prior periods. We continued to grow our consumer broadband base despite increased competition, with 31,000 households added in the quarter.

Spain

Service revenue grew by 1.6%* (Q4: 1.3%*) or 3.0%* (Q4: 3.8%*) excluding the impact of handset financing. This sustained growth was driven by ‘more-for-more’ proposition changes in the quarter and a higher customer base across both mobile and fixed line. The slowdown in underlying quarterly trends reflects the slightly later implementation of tariff changes compared to the prior year.

Our commercial momentum remained strong, adding 55,000 mobile contract customers (Q1 16/17: 53,000) and 15,000 fixed broadband customers (Q1 16/17: 1,000) in the quarter despite the change in tariff plans. Our TV customer base declined by 24,000 driven by a temporary delay in the capability to offer TV to new households in our wholesale footprint following a new agreement with the incumbent, higher disconnections following the end of the football season, and our greater focus on premium packages. In July, we launched our innovative new proposition Vodafone Pass.

Vodafone One, our fully integrated fixed, mobile and TV service, reached 2.4 million households at the end of the period, up 538,000 year-on-year and 63,000 during the quarter. Convergent ARPA continued to grow steadily and churn rates are around half the level of households who take a single product. In May, we launched a basic convergent proposition targeted at the value segment using our second brand Lowi.

Our market leading 4G coverage reached 94% at the end of the quarter. Following our commercial wholesale agreement with Telefonica in March to access its fibre network in both regulated and deregulated areas, our NGN footprint increased to 19.2 million households, of which 10.3 million are on-net.

4

Other Europe

Service revenue grew by 2.7%* (Q4: 1.3%*). Ireland service revenue declined -2.5%* (Q4: -1.2%*), but grew 1.1%* excluding MTRs (Q4: +2.3%*) supported by ongoing fixed customer growth. Portugal service revenue grew by 5.4%* (Q4: 2.2%*). This improvement in quarterly trends was supported by a return to growth in mobile, and continued strong fixed customer growth. In Greece, service revenue grew by 3.3%* (Q4: 0.2%*), reflecting more-for-more propositions launched in mobile during the quarter.

VodafoneZiggo

Our joint venture VodafoneZiggo will announce its quarterly results for the quarter ended 30 June 2017 on 7 August 2017.

AMAP

Revenue increased 1.2%, with organic growth offset by a 6.0 percentage point adverse impact from foreign exchange movements.

On an organic basis service revenue increased 7.9%* (Q4: 6.8%*) driven by strong commercial momentum in South Africa, Turkey and Egypt.

Vodacom

Vodacom Group service revenue increased 5.6%* (Q4: 3.8%*), supported by strong customer additions and data demand in South Africa, and improved growth in Vodacom’s International operations following customer disconnections in the prior year.

In South Africa, momentum was maintained with service revenue growth of 5.6%* (Q4: 5.6%*). This was supported by continued strong customer growth resulting from our effective segmentation strategy and personalised offerings. We added 2.5 million prepaid mobile customers in the quarter (Q4: 1.2 million). Data revenue growth remained strong at 18.1%* (Q4: 17.9%), supported by greater data bundle sales (up 56% to 166 million) and higher usage (smart device usage up 14.9% to 734Mb per month), all of which were enhanced by our advanced data analytics capabilities which enable daily personalised offers. This growth was further aided by active smart device growth (18% to 16.6 million), and 4G device customers increased 76% to 7.0 million. Voice revenue declined 4.2%*, broadly in line with prior quarters. Our market leading network has now reached 75% 4G coverage.

Vodacom’s International operations outside of South Africa, which represent 22.3% of Vodacom Group service revenue, grew 7.9%* (Q4: 0.5%*). This acceleration in quarterly growth reflected a better performance in Tanzania, and sustained growth in Mozambique and Lesotho through strong commercial execution.

In May 2017, we announced that Vodafone Group would exchange a 35% indirect interest in Safaricom for 226.8 million new ordinary Vodacom shares, enabling us to streamline and simplify the management of our sub-Saharan African holdings. On 18 July 2017, Vodacom shareholders voted in favour of the transaction. We expect the transaction to complete in early August, following which Vodafone’s ownership in Vodacom will increase from 65% to 70%.

Other AMAP

Service revenue grew by 10.0%* (Q4: 9.8%*) driven by continued strong growth in Turkey and Egypt.

In Turkey, service revenue was up 13.9%* (Q4: 13.9%*) supported by continued good growth in consumer contract, strong fixed customer momentum and a robust performance in Enterprise. Egypt service revenue grew 24.6%* (Q4: 22.8%*) with successful segmented campaigns and rising data penetration supporting ARPU growth, together with the increased value of international traffic post currency devaluation. In New Zealand, service revenue declined -0.3%* (Q4: 0.3%*). The merger agreement with Sky TV New Zealand has been terminated.

5

India3

On 20 March 2017, Vodafone announced an agreement to combine its subsidiary, Vodafone India (excluding its 42% stake in Indus Towers), with Idea Cellular. The transaction is subject to regulatory approvals and is expected to close during calendar year 2018. The combined company will be jointly controlled by Vodafone and the Aditya Birla Group. Vodafone India has been classified as discontinued operations for Group reporting purposes. From an operational perspective, the Group remains highly focused on the management of the business and committed to its success, both prior to the completion of the merger and thereafter. The results of Vodafone India are detailed below.

Service revenue declined -13.9%* (Q4: -11.5%*) as a result of continued price competition from the new entrant and incumbents. Despite a year-on-year decline, sequential quarterly trends are stabilising as SIM consolidation is beginning to improve ARPU in the low-value segment, helping offset pricing pressure in the mid and high-value segments of the base. During the quarter we grew our mobile customer base by 2.9 million (Q4: 4.4 million), while continuing to retain our high value customers. We ended the quarter with a closing customer base of 211.9 million. Our focused investment strategy delivered a further improvement in our revenue market share in our leadership circles, based on regulatory disclosures for the prior quarter.

Data browsing revenue declined -20.4%* (Q4: -15.9%*) reflecting further ARPU dilution from lower unitary prices, which declined -67% year-on-year (Q4: -38%). This did however stimulate a 78% year-on-year growth in monthly data usage per customer to 1.1GB (Q4: 0.6GB). Our active data customer base grew for the second quarter in a row, increasing to 69.2 million, with the number of 3G/4G customers rising by 3.4 million to 41.1 million.

Voice revenue declined -14.2%* (Q4: -13.2%*) as the benefit of higher incoming revenue and a larger customer base was offset by a 32% year-on-year decline in voice prices as the market moved to unlimited voice tariffs.

Notes:

6

ADDITIONAL INFORMATION

Service revenue — quarter ended 30 June 20171

Group and Regions

Operating Companies

Note:

*                   All amounts in this document marked with an “*” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and movements in foreign exchange rates. Organic growth is a non-GAAP performance measure. See “Use of non-GAAP information” on page 8 for further details and reconciliations to the respective closest equivalent GAAP measure.

1.             The results for the quarter ended 30 June 2016 have been restated to exclude the results of Vodafone India which has been classified as discontinued operations for Group reporting purposes following the agreement to combine with Idea Cellular.

7

USE OF NON-GAAP INFORMATION

In the discussion of the Group’s reported operating results, non-GAAP financial information is presented to provide readers with additional financial information that is regularly reviewed by management. However, 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 an expressly permitted GAAP measure. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. Further information on the use of non-GAAP performance measures is outlined on pages 205 to 213 of the Group’s annual report for the financial year ended 31 March 2017.

Service revenue

Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for incoming calls. We believe that it is both useful and necessary to report this measure for the following reasons:

·        it is used for internal performance reporting;

·        it is used in setting director and management remuneration; and

·        it is useful in connection with discussion with the investment analyst community.

A reconciliation of reported service revenue to the respective closest equivalent GAAP measure, revenue, is provided where used in the Operating Review on pages 2 to 6.

Organic growth

All amounts in this document marked with an “*” represent “organic growth”, which presents performance on a comparable basis in terms of merger and acquisition activity and foreign exchange rates. Whilst organic growth is neither intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that these measures provide useful and necessary information to investors and other interested parties for the following reasons:

·      it provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance;

·        it is used for internal performance analysis; and

·        it facilitates comparability of underlying growth with other companies (although the term “organic” is not a defined term under IFRS and may not, therefore, be comparable with similarly titled measures reported by other companies).

The Group’s organic growth rates for all periods exclude the results of Vodafone India, which are now reported in discontinued operations, and exclude the results of Vodafone Netherlands following the disposal of its consumer fixed business and subsequent merger into VodafoneZiggo, as well as the results of VodafoneZiggo after the merger. In addition, the Group’s organic service revenue growth rates for the quarter ended 30 June 2017 has been amended to exclude the adverse impact of changes to intercompany interconnect rates.

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 year, with such changes being explained by the commentary in this news release. If comparatives were provided, significant sections of the commentary from the news release for the prior year would also need to be included, reducing the usefulness and transparency of this document.

Reconciliations of organic growth to reported growth are shown in the tables below.

8