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 November 12, 2015

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.

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.

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 a news release dated 10 November 2015 entitled ‘VODAFONE ANNOUNCES RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2015’

10 November 2015

Highlights

·                  H1 Group organic service revenue up 1.0%*; H1 Group revenue down 2.3% to £20.3 billion

·                  Fifth consecutive quarter of improving revenue trends: Q2 Group organic service revenue growth 1.2%*; Europe -1.0%*, AMAP 6.7%*

·                  Return to EBITDA growth in H1: up 1.9%* to £5.8 billion

·                  Free cash outflow of £0.5 billion, reflecting phasing of Project Spring capex

·                  Full year guidance: EBITDA now £11.7 billion to £12.0 billion; free cash flow positive

·                  Net debt £28.9 billion, or £25.4 billion net of $5.2 billion Verizon loan notes

·                  Interim dividend per share of 3.68 pence, up 2.2%

·                  Leading in high speed data:

·            29.9 million 4G customers, 4G coverage 80% in Europe

·            H1 mobile data traffic growth 75%, average usage per customer in Europe up 39% year-on-year in Q2

·            12.5 million broadband customers, marketing high speed broadband to 66 million homes in Europe

·                  Strong commercial progress:

·            2.7 million mobile contract net adds and 0.5 million net new broadband customers in H1

·            Q2 Enterprise revenue: machine-to-machine +29.2%*, Vodafone Global Enterprise +7.3%*

·                  Continued commercial momentum in emerging markets; preparations for IPO in India underway

·                  Move to euro reporting for the 2017 financial year

Vittorio Colao, Group Chief Executive, commented:

“We have reached an important turning point for the Group with a return to organic growth in service revenue and EBITDA in the first half of the financial year. Our customers are benefiting from the significant investments we are making in high speed mobile and fixed networks, as evidenced by the huge growth in demand for data and the increased loyalty to Vodafone services. We are achieving 4G leadership in Europe, organic revenue growth in fixed and enterprise and sustained commercial momentum in emerging markets, all of which is consistent with our long-term strategy and which is being accelerated through our Project Spring investments. We also remain keenly focused on increasing efficiency and improving margins. We expect progress to continue in the second half of 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. See page 38 for “Use of non-GAAP financial information”.

1.       The Group has amended its reporting to reflect changes in the internal management of its Enterprise business. The primary change has been that on 1 April 2015, the Group redefined its segments to report international voice transit service revenue within common functions rather than within the service revenue amount disclosed for each country and region. The service revenue amounts presented for the six months ended 30 September 2014 have been restated onto a comparable basis together with all disclosed organic service revenue growth rates. There is no impact on total Group service revenues or costs.

2.        Free cash flow for the six months ended 30 September 2015 excludes £70 million (2014: £167 million) of restructuring costs, a £50 million (2014: £100 million) payment in respect of the Group’s historic UK tax settlement and £nil of other payments (2014: £450 million, see note 4 on page 19).

3.        Six months ended 30 September 2015 includes £1,476 million in relation to a reduction in the tax losses in Luxembourg following the write back of previous impairments in the local statutory accounts. Six months ended 30 September 2014 included the recognition of £5,468 million of deferred tax assets in respect of tax losses in Luxembourg.

2

CHIEF EXECUTIVE’S STATEMENT

Financial review of the half year

The Group returned to organic growth in both service revenue and EBITDA in the first half of the financial year. Our emerging markets businesses continue to demonstrate strong commercial momentum, while an increasing number of our European businesses are returning to growth. Customer demand for high speed fixed and mobile data services across our footprint is strong and growing. Our financial performance is beginning to reflect the positive impact of our Project Spring investment programme and better commercial execution, and in Europe we are also benefiting from some easing of regulatory pressures and a steady improvement in the macroeconomic environment.

Group

Revenue for the first half fell 2.3% to £20.3 billion. Group organic service revenue rose 1.0%* to £18.4 billion, comprising growth of 0.8%* in Q1 and 1.2%* in Q2. Excluding the impact of mobile termination rate (‘MTR’) cuts, H1 service revenue rose 1.6%*, with continued strong growth in AMAP and further evidence of stabilisation in Europe.

EBITDA rose 1.9%* to £5.8 billion. The Group EBITDA margin improved by 0.2 percentage points to 28.6%, but declined 0.3* percentage points on an organic basis. Both Europe and AMAP showed organic margin improvement, supported by a better top line trend and good cost control.

Adjusted operating profit fell 5.9%* as the increase in depreciation and amortisation charges resulting from the Project Spring investment more than offset the organic growth in EBITDA.

The adjusted effective tax rate in H1 was 30.5%. The effective tax rate for the full year is expected to be similar to the H1 rate, with the medium term effective tax rate still expected to be in the high twenties.

Adjusted earnings per share of 2.51 pence fell 4.6% year-on-year, reflecting the lower adjusted operating profit.

Free cash outflow1 was £0.5 billion, a decline of £0.5 billion from the same period last year, as a result of increased payments for Project Spring investments.

Net debt as at 30 September 2015 was £28.9 billion, or £25.4 billion net of the $5.25 billion Verizon loan notes, compared to £22.3 billion at 31 March 2015. In addition to licence and spectrum payments of £2.1 billion, including £1.4 billion in Germany and £0.6 billion in India, net debt also reflects £2.0 billion of deferred payments relating to the acquisition or renewal of spectrum in India and Germany recognised during the period.

The Board is recommending an interim dividend per share of 3.68 pence, up 2.2% year-on-year, in line with our intention to grow the full year dividend per share annually.

The Group will change its reporting currency from sterling to euro from 1 April 2016.

Europe

Service revenue in Europe declined 1.3%* in H1, reflecting continued competitive pressures in a number of markets. However, revenue trends continue to improve, with Q2 service revenue down 1.0%* (Q1: -1.5%*), the fifth consecutive quarter of easing rates of decline. 7 out of 13 countries grew organic service revenue in H1, and Southern Europe in particular showed a strong rate of recovery.

Mobile service revenue declined 2.4%* (Q1: -2.5%*; Q2 -2.3%*). The main factors behind this performance include continued growth in our contract customer base and stabilising ARPU in a number of markets, supported by customer appetite for 4G services and strong data growth, offset by continued declines in the prepay base and ongoing regulatory factors.

Fixed service revenue grew 2.4%* (Q1: 1.7%*; Q2: 3.1%*), driven by strong consumer broadband customer growth, particularly in fibre and cable services. Fixed revenue now accounts for 25.8% of European service revenue, compared to 22.6% in the prior year.

Organic EBITDA grew 1.1%* and the EBITDA margin increased to 29.3%, an organic improvement of 0.2* percentage points. This reflects good cost control in a number of our markets, as well as the benefits of acquisition integrations.

AMAP

Service revenue in AMAP increased by 6.4%* (Q1: 6.1%*; Q2: 6.7%*), continuing its sustained track record of strong organic growth. The fundamental drivers of these businesses - customer growth and strong demand for mobile voice and data services - remain very healthy. Our leading network quality and distribution reach, supported by a strong brand, continue to be effective. In H1, the customer base increased by 8.9 million to 332.7 million, and voice and data usage increased 7% and 92% respectively. The number of data users increased by 17.9% to 124.6 million year-on-year.

Organic EBITDA grew 8.8%* and the EBITDA margin was 30.6%, a slight improvement year-on-year as operating leverage and good cost control offset the impact of increased operating costs from the Project Spring programme.

3

CHIEF EXECUTIVE’S STATEMENT

Strategic progress

Project Spring

Project Spring is our two-year, accelerated investment programme designed to place Vodafone at the forefront of the growth in customer demand for mobile data and the increasing trend towards the convergence of fixed and mobile services for individuals and businesses. The programme is primarily focused on:

·            Rapidly expanding our 4G coverage in Europe and 3G and 4G coverage in AMAP;

·            Modernising our mobile networks to increase capacity and deliver significant improvements to call quality and reliability;

·            Extending our own fibre networks in a number of markets;

·            Developing and introducing leading Enterprise products and services into more countries; and

·            Investing in our stores to improve the service we give to customers and do more of our business through Vodafone-branded channels.

We have continued to make very good progress on all of these elements in the first half. Highlights include:

·            80% 4G population coverage in Europe, up from 32% two years ago. 88% of customers’ data sessions in Europe are now at high-definition video speeds (3 Mbps or above);

·            94% 3G coverage in targeted urban areas in India; 47% 4G coverage and 98% 3G coverage in South Africa;

·            Dropped call rates at record lows in many countries, with the European average at 0.60% (a reduction in dropped calls in Europe of around 50 million per month);

·            66 million homes in Europe can now subscribe for Vodafone-branded high speed broadband services, of which 42% are on our own fibre or cable networks; and

·            M2M services now available in 27 countries; IP-VPN in 65 countries

Data

Customer demand for data continues to grow very quickly, stimulated by the increasing availability of great TV, sport and video on smartphones and tablets, the improving reliability and speed of mobile networks, the continued deflation in unitary data pricing, and the increasing size and quality of smartphone screens.

Data traffic in H1 grew 75% (Q1: 79%; Q2: 73%). We now have 29.9 million 4G customers across the 19 countries where we offer 4G, with a further 9.7 million customers added in H1. Although take-up continues to be rapid, still only 20% of our European customer base is taking a 4G service, providing us with a very substantial opportunity for future growth. Customers who move to 4G typically buy bigger data packages and see their data consumption double, and average usage per smartphone customer in Europe is up 39% year-on-year.

In our AMAP region, data adoption is also rapid, supported by our significant network investment and the relative scarcity of fixed line internet access. The total mobile data customer base is 124.6 million, up 18% year-on-year. In India alone, we now have 23.8 million 3G customers, up 75% year-on-year, and their usage is similar to European levels. We will launch 4G in India in the coming months.

Unified communications

We are well on our way to becoming a full service integrated operator, for both households and businesses, in our main markets. We market high speed broadband services to 66 million households across Europe, and through organic investment and acquisition, 42% of these households are ‘on-net’ — serviced by our own fibre or cable infrastructure. In the last 12 months we have extended our own network to reach an additional 3.6 million homes, and we continue to invest to reach more homes and businesses in Spain, Italy and Portugal.

We are achieving strong and consistent customer growth across our footprint. We now have 12.5 million broadband customers, with 0.5 million new broadband customers added in H1. In Europe, we have 11.7 million broadband customers and 9.2 million TV customers, with 47% of our European broadband customers taking a high speed service over fibre or cable.

During H1, we launched Vodafone One, our converged service in Spain combining mobile with the cable services of Ono, which we acquired in 2014. By September, nearly 800,000 customers had subscribed to the service. We also brought out our consumer broadband package in the UK, with TV to follow later in the 2016 financial year, and in November we launched Vodafone Red One in Germany, our fully integrated bundle combining mobile with high speed broadband on the Kabel Deutschland (‘KDG’) cable network.

In H1, 25.8% of our service revenue in Europe came from fixed line.

4

Enterprise

Services to business comprise 27.3% of our Group service revenue, and 32.3% in Europe. Our relationships with business customers are evolving, expanding from traditional mobile voice and data services to embrace total communications, M2M, Cloud & Hosting and IP-VPN provision. These new areas offer both market growth and market share opportunities for us, and we have been investing consistently to establish leadership positions.

We are a recognised global leader in the provision of M2M services, with a strong presence in key industries such as automotive and utilities. In H1, we increased our total M2M connections by 29.9% year-on-year to 24.0 million, with revenue growing 25.6%* to £224 million. Vodafone Global Enterprise (‘VGE’) which provides services to our biggest international customers, achieved revenue growth of 5.1%*, driven by our unmatched geographical presence and the increasing trend among multinational corporations to retain a single provider of services across borders.

Outlook and guidance2

The overall performance of the Group in the first half of the current financial year has been in line with our expectations, and we expect revenue and profitability trends to improve in the second half. We now expect EBITDA for the 2016 financial year to be in the range of £11.7 billion to £12.0 billion, and free cash flow to be positive, after all capex.

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. See page 38 for “Use of non-GAAP financial information”.

1            Free cash flow for the six months ended 30 September 2015 excludes £70 million (2014: £167 million) of restructuring costs, a £50 million (2014: £100 million) payment in respect of the Group’s historic UK tax settlement and £nil of other payments (2014: £450 million, see note 4 on page 19).

2            See “Guidance” on page 7.

5

GROUP FINANCIAL HIGHLIGHTS

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. See page 38 for “Use of non-GAAP financial information”.

1.       Statutory basis prepared in accordance with IFRS accounting principles, including the results of the Group’s joint ventures using the equity accounting basis.

2.       Six months ended 30 September 2015 includes £1,476 million in relation to a reduction in the tax losses in Luxembourg following the write back of previous impairments in the local statutory accounts. Six months ended 30 September 2014 included the recognition of £5,468 million of deferred tax assets in respect of tax losses in Luxembourg.

3.       See page 38 for “Use of non-GAAP financial information” and page 45 for “Definition of terms”.

4.       Free cash flow for the six months ended 30 September 2015 excludes £70 million (2014: £167 million) of restructuring costs, a £50 million (2014: £100 million) payment in respect of the Group’s historic UK tax settlement and £nil of other payments (2014: £450 million, see note 4 on page 19).

6

GUIDANCE

Please see page 38 for “Use of non-GAAP financial information”, page 45 for “Definition of terms” and page 46 for “Forward-looking statements”.

2016 financial year guidance

We now expect EBITDA to be in the range of £11.7 billion to £12.0 billion. We expect free cash flow to be positive after all capex, before the impact of M&A, spectrum purchases and restructuring costs. Total capex is expected to be around £8.5 billion to £9.0 billion (including Ono).

Assumptions

We have based guidance for the 2016 financial year on our current assessment of the global macroeconomic outlook and assume foreign exchange rates of £1:€ 1.37, £1:INR 95.2 and £1:ZAR 18.1. It excludes the impact of licences and spectrum purchases, material one-off tax-related payments, restructuring costs and any fundamental structural change to the Eurozone. It also assumes no material change to the current structure of the Group.

Actual foreign exchange rates may vary from the foreign exchange rate assumptions used. A 1% change in the euro to sterling exchange rate would impact EBITDA by £60 million and free cash flow by £10 million. A 1% change in the Indian rupee to sterling exchange rate would impact EBITDA by £10 million and would have no impact on free cash flow. A 1% change in the South African rand to sterling exchange rate would impact EBITDA by £15 million and free cash flow by £5 million.

7

CONTENTS

FINANCIAL RESULTS

Group1,2

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. See page 38 for “Use of non-GAAP financial information”.

1.       Current period reflects average foreign exchange rates of £1:€1.39, £1:INR 98.95 and £1:ZAR 19.33.

2.       The Group has amended its reporting to reflect changes in the internal management of its Enterprise business. The primary change has been that on 1 April 2015, the Group redefined its segments to report international voice transit revenue and costs within common functions rather than within the results disclosed for each country and region. The results presented for the six months ended 30 September 2014 have been restated onto a comparable basis. There is no impact on total Group revenues or costs.

3.       The “Other” segment primarily represents the results of partner markets and the net result of unallocated central Group costs.

4.       Refer to page 10 for further details.

8

FINANCIAL RESULTS

Revenue

Group revenue decreased by 2.3% to £20.3 billion and service revenue decreased by 3.7% to £18.4 billion. Reported growth includes the impact of the acquisitions of Ono, Hellas Online (‘HOL’) and Cobra Automotive (‘Cobra’).

In Europe, organic service revenue declined by 1.3%* as growing demand for 4G and mobile data, as well as growth in fixed line service revenue, continue to be offset by the ongoing impact of competition. By Q2, however, 7 of the 13 countries in Europe had returned to organic service revenue growth.

In AMAP, organic service revenue increased by 6.4%* driven by growth in all markets apart from Qatar.

EBITDA and operating profit

Group EBITDA fell 1.7% to £5.8 billion, with organic growth in Europe and AMAP and the acquisitions of HOL and Cobra being more than offset by foreign exchange movements. The Group’s EBITDA margin improved by 0.2 percentage points to 28.6%. On an organic basis, EBITDA rose 1.9%* and the Group’s EBITDA margin fell 0.3* percentage points, as organic margin improvements in Europe and AMAP were offset by the phasing of operating expenses related to Project Spring within common costs.

Operating profit increased 1.7% to £0.9 billion as lower EBITDA was offset by lower depreciation and amortisation charges.

Net financing costs

Note:

1            Comprises foreign exchange rate differences reflected in the income statement in relation to certain intercompany balances.

Net financing costs includes £148 million of intercompany related foreign exchange losses (2014: £197 million gain), £86 million of mark to market losses (2014: £80 million loss) and £15m of interest on settlement of tax issues (2014: £24 million). Excluding these items, net financing costs decreased by 22% primarily due to the impact of foreign exchange losses on financing costs.

9

FINANCIAL RESULTS

Taxation

Note:

1            See “Earnings per share” on page 11.

The adjusted effective tax rate for the six months ended 30 September 2015 was 30.5%. The tax rate for the full year will include the cost of writing down the value of our UK deferred tax asset following the forthcoming reduction in the UK tax rate to 18%. Our tax rate is expected to remain in the high twenties over the medium term. The adjusted effective tax rate for the six months ended 30 September 2014 includes the impact of foreign exchange losses for which the Group is unable to take a tax deduction. Excluding this impact, the adjusted effective tax rate was 29.5%.

The adjusted effective tax rate for both periods does not include the use of Luxembourg losses in the half year of £258 million (2014: £272 million) and a reduction in the deferred tax asset in the period of £1,476 million (2014: recognition of an additional asset of £2,127 million) arising from the revaluation of investments based upon the local GAAP financial statements. The tax rate in the six months ended 30 September 2014 does not include the impact of the recognition of an additional £3,341 million deferred tax asset in respect of the Group’s historic tax losses in Luxembourg. The losses have been recognised as a consequence of the financing arrangements for the acquisition of Ono.

10

FINANCIAL RESULTS

Earnings per share

Adjusted earnings per share, which excludes the reduction in the tax losses in Luxembourg following the revaluation of investments in the local statutory accounts in the current period and the recognition of deferred tax assets in respect of tax losses in Luxembourg in the prior period, was 2.51 pence, a decrease of 4.6% year-on-year, reflecting the Group’s lower adjusted operating profit over the same period.

Basic earnings per share was a loss of 6.40 pence due to the reduction in deferred tax on losses, as described above, which has been excluded from adjusted earnings per share.

(Loss)/earnings per share

Note:

1.             Six months ended 30 September 2015 includes £1,476 million in relation to a reduction in the tax losses in Luxembourg following the write back of previous impairments in the local statutory accounts. Six months ended 30 September 2014 included the recognition of £5,468 million of deferred tax assets in respect of tax losses in Luxembourg.

11

FINANCIAL RESULTS

Europe1