Vodafone Group - Earnings Call - Q4 2025

Transcript

Margherita Della Valle (CEO)

Good morning, everyone, and thank you for joining us today. As you will have seen from our results, our performance in FY25 has been in line with expectations. Before we move to Q&A, I want to provide an update on what has driven the results, the actions we have taken, and the key priorities for FY26 and beyond. Two years ago, I set out a transformation agenda centered around three key pillars: customers, simplicity, and growth. Whilst we still have much more to do, two years on, Vodafone today has changed. We have reshaped the structure of the group, simplified how we operate, and improved our customer experience, therefore not only changing where we operate, but more crucially, how we operate. Looking closer at each of these three areas, we have right-sized our portfolio with the sales of Spain and Italy and the merger of Vodafone and Three UK.

have also taken actions in a number of areas within our investments portfolio, including the further monetization of Vantage Towers and a simpler ownership structure in India. With these actions, we have reset our capital structure, strengthened our balance sheet, and returned $2 billion to shareholders through buybacks on top of $1.8 billion of dividends over the last year. The first tranche of the next $2 billion buyback program is starting today. On customers, we have refocused the culture of Vodafone on delivering the seamless and consistent experience our customers expect. We have changed. Just two examples: in the U.K. and Germany, we have achieved the number of best-evers on customer experience. In the U.K., our market-leading NPS has been driving the lowest-ever levels of churn for both mobile and broadband.

In Germany, where there is clearly more to do, we have made a real step change, delivering our best-ever net promoter scores and halving the gap to the incumbent in the market. At the same time, we are becoming a leaner organization. We have actioned the planned 10,000 role reductions, and the introduction of commercial models in our shared operations will now enable us to accelerate productivity and efficiency gains. Financially, we have delivered our transformation and the MDU transition within the adjusted free cash flow outlook communicated in May 2023. As a result of the transformation done in the last two years, we are now well-positioned to grow our adjusted free cash flow over the medium term, with two-thirds of our adjusted free cash flow coming from growing assets, while the remaining third is generated from Germany, which we are turning around. Let me start with Germany.

Over the last two years, we have faced a number of challenges with the declining broadband base, the massive task of implementing the MDU transition, and more recently, heightened competition in mobile. Against this backdrop, we have been single-mindedly focused on driving a structural reset of our operations centered around delivering a better service to our customers. Two years on, with a new management team, investments in our networks and customer experience, and a company-wide restructuring heading towards completion, we are looking at a number of positive trends in our structural leading indicators. Reversing the inertial decline in our customer satisfaction, we have now delivered our best net promoter scores with dramatic improvements across all products. Whilst we are still far from where we want to be, we are already seeing the benefits in terms of increased loyalty. We will continue to invest in our operational transformation throughout FY2026.

Whilst we expect market conditions to remain challenging, our results will benefit from our now stable customer base and from the growing contribution of the one-on-one customer base migrating onto our network. Whilst Germany is our priority market, we should not lose sight of the fact that two-thirds of our adjusted free cash flow is generated across what we can call our growth footprint. In the U.K., we have had a strong performance in FY 2025, both in terms of KPIs and financials. We delivered strong EBITDA growth of 8% and are now the NPS leader in the market across both mobile and fixed, resulting in record-low levels of customer churn. Looking ahead through our merger with Three, which we will complete soon, we will be uniquely positioned for EBITDA and adjusted free cash flow growth as leaders on all dimensions in mobile and leading challenger in fixed broadband.

As you know, we will also benefit from our integration with GBP 700 million annual cost and CapEx synergies and additional revenue synergies, for example, in FWA. Across Africa and Turkey, we have strong local positions in each market and significant growth opportunities beyond core connectivity. We will continue to grow cash flows in euros through the cycle alongside delivering good returns. We should not forget our Vodafone Investments division and its operational infrastructure and innovation businesses. These provide a mix of dividend flows to us and the potential for value realization when appropriate. With that, I'll pass over to Luca to discuss our financials.

Luka Mucic (CFO)

Yeah, thank you very much, Margherita. So first off, I'm obviously pleased to report that we delivered our FY25 group guidance for both EBITDA and adjusted free cash flow. Looking forward then, our guidance for FY26, which is on a pre-U.K. merger basis, is that we expect to deliver continued underlying growth both for adjusted EBITDA and adjusted free cash flow. We expect adjusted EBITDA for the group to be between EUR 11 billion and EUR 11.3 billion. Within this, we are targeting between EUR 7.2 billion and EUR 7.4 billion for Europe. We also expect to deliver an acceleration in group adjusted free cash flow growth to a range between EUR 2.6 billion and EUR 2.8 billion.

As far as the U.K. merger is concerned, we expect the pro forma FY2026 impact to be round about EUR 400 million of EBITDA contribution and round about EUR 200 million of an adjusted free cash flow drag on a full-year basis due to front-loaded investments into the committed post-merger network build-out, integration investments, and interest payments on the debt of Three U.K. that we will consolidate post-merger. Last, but certainly not least, I'm happy to say that our detailed work with Hutchison around the validation of our joint business plan for the merger in the last few months has reconfirmed our expectations from the time when we agreed the original deal. We still expect, as Margherita said, to reach a full run rate of GBP 700 million of annual cost and CapEx synergies by the fifth year and free cash flow accretion of the merger by the fourth year.

With that, back to you, Margherita, to close us out.

Margherita Della Valle (CEO)

Thank you, Luca. To summarize, alongside delivering on our financial commitments in the last two years, Vodafone has changed. We can now look forward to a new markets mix. Across two-thirds of our portfolio, we have a solid growth track record, strong assets in good positions, and significant potential for further growth with clear execution plans. Within this, the U.K. business, which will now represent a quarter of our service revenue, is well-positioned for growth as we roll out our best-in-class 5G network and deliver our merger synergies. Separately, in Germany, we will continue to drive our turnaround in what is fundamentally a good market, delivering better financial performance. This all adds up to good growth in adjusted free cash flow for FY 2026 and, of course, even stronger growth on a per-share basis. Most importantly, it puts us on a new growth trajectory for the years ahead.

With that, let me open to you all for questions.

Operator (participant)

Thank you, Margherita. As a reminder to analysts, please only pose one question to give everybody a chance to speak. Our first question this morning comes from Akhil Dattani at JP Morgan. Akhil, please go ahead.

Akhil Dattani (Managing Director)

Hi, good morning, Margherita, Luca. Thanks for taking the question. My question's really around the guidance and the German outlook. I guess first, if we look at the comments you've given us for Europe, you've guided to EUR 7.2-7.4 billion of EBITDA. As you said, Margherita, most of your markets are now growing. If I try and back out what that means, it would imply probably sort of a mid-single-digit decline for Germany. I just wondered if you could help us understand, is that the right starting point for what you're thinking? More concretely, what I'd love to understand is really how I should think about the pace and timing of that German recovery you talked about. You talked about significant improvements in NPS.

Maybe you could talk us through what you've done to get there, maybe some comments on earnings and lines, what you're assuming there. Finally, the big topic that people really seem focused on is German pricing. Do you see a need within your guidance to respond to what your peers are doing? Thanks a lot.

Margherita Della Valle (CEO)

Thank you, Akhil. I think you've done a catch-all question, which probably is anticipating some of the other questions we will get later. Maybe I suggest I take the pricing point first, and then Luca can build on the guidance. Market pricing in mobile is clearly a very important topic. After we touched on it last time in February, we have seen a few positive moves in the market. While it's fair to say there were some positive moves, definitely not as much as we would have liked, as you know, better than most. We've assumed in our guidance for reference, in our forecasts, that the environment now stays where we are. I think it's the appropriate set of expectations for financial reasons, which means that we will continue to see ARPU pressure in mobile within our numbers for the remainder of the year.

This is coming mainly from the fact that whilst there were some positive moves, I think, as again, you know very well, particularly in the mid to high end of the market, the price points are still very aggressive, and therefore we will continue to have pressure from that. I can talk to what we are doing. Of course, I mean, I've majored on the most important step change in Germany for us earlier in my introduction, which is the results on customer experience, because as I said just now, this is really something which we are single-mindedly focused on. We have also taken action in mobile, as you may have noticed, to reshape our propositions in the last few months.

In particular, we have now introduced new NSET bundles with device financing, which is really important for us in terms of the range of proposition we have in the market. Just concluding on pricing before handing over to Luca on the moving parts of the guidance, I'd say that one thing is certain, which is, as I said in February, with all operators in Germany having big customer bases and big backbooks, the current situation is certainly damaging for each and every one of us. Luca.

Luka Mucic (CFO)

Yeah, thank you. First of all, on the implied assumptions on the EBITDA evolution in Germany, I mean, these are your numbers, obviously. I think we have done our best to provide a pretty clear range for Europe as a whole. I would add a relatively narrow one. Within that, there can be puts and takes across all of the markets. What I can talk about is more the momentum that we see for the German EBITDA recovery. Obviously, as Margherita has said as well, there is going to be an unknown in all of that, and that's the further evolution of the market surrounding us. What I can say with confidence, though, is that we are looking at a significant improvement of EBITDA as we move through the year. That is partially somewhat mechanical in nature.

As you know, we are going to lose the year-over-year drag from the MDUs from the second quarter on. In parallel, we are progressing with the ramp-up of the one-on-one migration. That was off to a slow start when we came together the last time, but I have to say since then it has picked up. We have now a better line of sight, and I think can expect that from the second half year on, we will operate at the full run right there. Therefore, this will, of course, be a big benefit to the second half performance. Outside of those mechanical impacts, we are obviously happy that we have now stabilized our commercial performance in broadband. We believe in the potential of our overarching transformation efforts for the German market.

I think as we progress through the year, this will more and more gradually add to the strength of our results in Germany.

Akhil Dattani (Managing Director)

Great. Thank you both very much. Just to start, Luca, congratulations on your role and best of luck for the future as well.

Luka Mucic (CFO)

Thank you very much, but you will still be with me for a couple more occasions on this. Thank you.

Operator (participant)

Thank you. The next question comes from Emmett Kelly at Morgan Stanley. Emmett, please go ahead.

Emmett Kelly (Senior Research Analyst)

Yes, thank you very much for taking the question. My question is on the customer experience and infrastructure in the U.K. market. Margarita, when you presented your strategy before, you mentioned that improving the customer experience is probably your number one aim going forward. The U.K. market seems to be the market where perhaps you're having amongst the greatest success. There's obviously a big push to develop infrastructure across Europe, especially you see this in Germany at the moment. Tying all these thoughts together, can you say a few words on what customer can expect to see in the U.K. from the merger, in particular from a network perspective? This has clearly been a pain point in the U.K. I know if I look at OpenSignal, the U.K. networks rank so far behind other developed markets.

Can you maybe just say a few words on what's going to happen to the network as a frustrated U.K. network user? I do remember sitting in a presentation in the late 1990s with the former CEO of one of the telco companies who talked about bringing, for example, service to the Tube in London. That still is a pain point. Can you maybe just say how the merge co will progress on the network side? Thank you.

Margherita Della Valle (CEO)

Sure. Maybe I will start with that and then broaden up to the more general point on customer experience, which I think is really, really important. The most important number on the U.K. for you, Emmett, today, you find in as part of our guidance slide, we have given as much detail as possible around the merger. There is one number you will like, which is GBP 1.5 billion of CapEx invested in the U.K. market in this fiscal year. We are really excited, and the teams are really ready to hit the ground running on the merger because it really gives us a unique opportunity. From an infrastructure perspective, you know everything about the GBP 11 billion network plan.

Let me say that from the very first year of operations, our customers across the country, and Three customers, of course, will see immediate benefits from just the simple fact that as we combine two networks, we will have more coverage and more capacity. We will have to see exactly where you are on that roadmap, but we will start to see the impact straight away. As the years move on and the EUR 11 billion get fully deployed, we will see even more benefits. In terms of what it means for us more broadly, it is really transformative because first of all, as a group, we expand our exposure to the U.K. 25% of our service revenues will be in the U.K. Second, in the U.K., we will have a unique set of assets.

If you look at it from whichever angle in spectrum, in the network, in the customer bases, we will be really structurally positioned to drive EBITDA and free cash flow growth, even before you take into consideration the GBP 700 million of cost and CapEx synergies, which have now been fully detailed and validated into the agreed joint business plan. On top of that, revenue synergies, for example, from the network on FWA. It is a step change that cannot be underestimated for us in the U.K. It happens in a market where we have consistently outperformed. As you mentioned, we now are firm leaders in customer satisfaction. We come from number three a few years ago. Now, this leads me to the importance of customer experience and why we have done this journey.

You have heard me talking about this since two years ago, really, when I thought we had a unique opportunity on this front for two reasons. One is, as you've heard me say, telcos not good enough on customer experience. That can be changed. Second, which is important for today, is it's the most important leading indicator for customer loyalty and therefore our performance more broadly. We have seen how the recipe is working in the U.K., but anywhere in the group, having happy and loyal customers is the number one priority that we have. I need to tell you, one of my biggest satisfactions in the last two years has been to see how the culture of the company has really rallied around giving our customers the service that they deserve and winning our customers' trust every day.

It has generated a lot of energy. The other thing that is really important is there are no quick fixes for customer experience. It is long, hard work, which is why we are so happy after two years, and you asked, what have you done of investing in the network, investing in customer journey, investing in processes to see that we have across Europe 5 million less detractors. Obviously, the most important place where we are working is Germany, where we are not done by any stretch of the imagination, but it is good to see the trajectory and the results I was mentioning earlier as a function of what we have invested in the market and also seeing how this then translates. I am sure this can be another type of conversation on lower churn in areas such as fixed broadband. Very important leading indicator.

You will always see it leading in our scorecards as well.

Emmett Kelly (Senior Research Analyst)

Super. Thank you very much.

Operator (participant)

The next question this morning comes from Andrew Lee at Goldman Sachs. Andrew, please go ahead.

Andrew Lee (Managing Director)

Good morning, Margherita and Luka. I just had I wanted to question the German recovery, just going following on from Akhil's question and the improvement through FY2026 specifically. Are you in a position yet where you can see strong potential to grow the X1 and 1, i.e., underlying revenues and EBITDA in Germany in the third or fourth quarter of this year? If not, why not? The follow-up to that really is you highlighted broadband customers are flat at the moment in Germany, but with those ARPU pressures that you're assuming through FY2026, if you can't grow in the second half of this year at some point, what needs to change for you to grow in FY2027? Do you think either execution needs to continue to get better, or do you think the growth is out of your hands? Thank you.

Margherita Della Valle (CEO)

Thank you, Andrew. I may build on FY27 and what we need, but first, Luca, on the service revenue trajectory during the year.

Luka Mucic (CFO)

Yeah, I mean, as we have said, we expect to return to growth in service revenues during FY2026. A major component of that will be the one-on-one contribution, obviously. I think we had this conversation before. I would always argue that this is a commercial agreement, as you would also see other agreements in the wholesale space with MVNOs and others that contribute simply to the results. From that perspective, it's for me really a bit hard to disentangle this from the overarching performance of the country. The rest is essentially going to be a function of the competitive intensity in mobile. This plays a significant role. In terms of the rest of the performance there from a service revenue perspective, keep in mind we have just talked and discussed about broadband. We're actually very happy that we have stabilized the base.

This was a significant part of the underlying performance outside of the MDUs in FY25. This is now stable. ARPU actually also quite in a reasonable shape. What you should not forget is that we have also a constant underlying TV drag, as I would call it, because TV has been for a while even outside of the MDUs in a structural decline. I think that will continue into the midterm. If you make the maths out of that, then you will obviously understand that 1&1 is an important contributor that will materially help to bring us back to growth.

Margherita Della Valle (CEO)

Just going straight actually to the point, Andrew, you made around the X1 and 1 growth rate, I think the final answer will very much depend on the pricing conditions in mobile. The jury is still out on that one. Let me say upfront that I think in the current market environment that we just discussed with Akhil, I think it is unlikely that X1 and 1, which I agree with Luca, should not be taken in isolation. You could talk about Leica and others. That is where we are. In terms of 2027 then, much better exit, of course, in Germany in 2026. Overall results, much better than in 2025, but in particular second half with a better exit. As we go into 2027 then, I mean, Luca could also give you lots of new moving parts because there will be more of one-on-one.

There will be no more MDUs. There will be full annualization at that point of the commercial investments that we have made, including the ANR, which, as you know, transitions through the years, or all sorts of mechanical support like this. You are spot on on the fact that we count on also the improvement we are making structurally in the loyalty of our base and in the fact that by then we will have had a full run rate or a fully stable base on all front to, of course, support us for the longer term in a growing Germany.

Andrew Lee (Managing Director)

Okay. Yeah, I mean, I won't spend the time now to debate the underlying, what constitutes underlying, but I guess that's what investors need to see, the kind of the growth in FY2027. It sounds like we need a supportive price environment to achieve that if you're assuming stable customer base into FY2027 as a kind of basis case.

Margherita Della Valle (CEO)

I think everyone can make its judgments. I was really keen for this year to be quite specific on our expectations for Europe to allow you to center. Beyond Europe and Germany, what I think is really important in the discussion today, and we may have a chance to pick it up later, is the guidance of the group growth just for FY2026, where the numbers are on the page, and also for the midterm. I leave that to other questions.

Operator (participant)

Thank you. The next question this morning comes from Joshua Mills at BNP Paribas Exane. Joshua, please go ahead.

Joshua Mills (Executive Director and Sector Head of Telecoms Research)

Hi guys. Hopefully you can hear me. I wanted to shift tack slightly and move to the B2B segment. I think in the report you call out some headwinds from the U.K. B2B market and specifically managed services, and also some ARPU pressure in the mobile space. I wondered if you could give us a bit more color on what's happening there and maybe broaden the question into how you're seeing the B2B landscape more broadly across your different geographies and what you're assuming about the B2B growth in your FY2026 guidance. Then perhaps just more specifically, could you remind us now what percentage of Vodafone Group service revenue and also group EBITDA is coming from the B2B segment? Thank you.

Luka Mucic (CFO)

Yep. I guess if you do not mind, I will take those questions. First of all, we are actually very happy about the growth trajectory that we have achieved with our B2B business during FY2025. You have seen that we have shown quarterly acceleration every quarter as we had expected at the Q1 earnings call. We exited with 5.1% growth in Q4. We continue to believe in that potential and actually would expect this good growth at the group level to continue. In terms of the market's performance, it was obviously differing by market. In the U.K., we had a decline in the full year. Q4 was actually positive, but for the full year, it was slightly negative. There are a couple of reasons for that.

One is that the same, actually year-over-year price increase pressures applied to B2B that we also saw a bit in consumer, where essentially the annual price increases came in due to the lower inflation at lower rates that has been weighing on the growth in B2B. From a go forward perspective, yes, we have outlined that we are losing a couple of pretty old, I have to say, and also relatively low margin managed services contracts in the U.K. Otherwise, the kind of performance in the U.K. as elsewhere in Europe will clearly differ between a core connectivity business, which will be lower growth, and then additional support from our digital services business that we are investing into, where we have been adding additional agents, where we continue to build out our product portfolio, and where we're clearly expecting continued growth opportunities.

Yes, U.K. will be challenged in FY2026 from a B2B perspective, but in the broader sense, we continue to expect positive growth in B2B from a group perspective and certainly see the strength of our portfolio, in particular in what we call beyond connectivity as a strong underpinning of that, where we have much higher growth rates than in core.

Margherita Della Valle (CEO)

Just maybe a quick build on this point of the digital services. I'd say the way our demand is moving, we have always had strong demand across Europe and Africa for digital services. The recent sort of geopolitically induced focus on sovereign technology services on defense areas is also something that will be supportive for continued good digital services growth for us.

Andrew Lee (Managing Director)

Thanks. Maybe just to follow up, if we could get a ballpark figure on the revenue and EBITDA exposure to the B2B segment, that'd be helpful.

Luka Mucic (CFO)

Yes, absolutely. Sorry for that. Yes, we're approaching 30%. We're still slightly below that, but it's becoming a decent piece of business for us, close to 30%. In terms of the EBITDA performance, the structural margins in the B2B business are slightly lower because digital services comes with a lower EBITDA margin than core connectivity. However, and that's the more important point for me and what I'm really excited about, obviously the capital intensity of this business is very low. We have an asset-light business in this space. We're relying, in addition to some own capabilities, also on our strong strategic partnerships to bring the solution capabilities to the market. This is actually from a returns and from a cash flow perspective, very positive for us.

This business is not only measured, in my eyes, at least from an EBITDA perspective, but in particular from a cash flow contribution perspective.

Andrew Lee (Managing Director)

Great. Thank you.

Operator (participant)

Thank you. The next question comes from Carl Murdock-Smith at Citigroup. Carl, please go ahead.

Carl Murdock-Smith (Head of European Telecoms Equity Research)

Hi, thanks very much for the question. Margherita, as you were kind enough to tee it up, I'll step in and ask. One of the highlights of today's guidance was the strength at a group level, largely due to Africa and Turkey. What gives you confidence of the medium-term growth opportunity in those markets in EUR terms? What has driven that step change in growth and cash flow generation? What synergies are there across the group? What options might you consider in the medium term if investors continue to apply different weightings to a EUR of free cash flow from Europe versus a EUR of free cash flow from elsewhere in the group? Thank you.

Margherita Della Valle (CEO)

I would call out the fact that when I talk about 66% of cash flow generated within our current growth portfolio, it's not just Turkey and Africa, but it's going to be increasingly the U.K. and, of course, the consistent position of our other European markets for completeness. Now, if I look then at Turkey and Africa and the reasons behind the performance that you have seen, where we have demonstrated hard currency growth in all our geographies, I would say two part answers. The first is the discipline where you have a high inflationary environment to grow revenue ahead of inflation and cost below inflation applied in the day-to-day execution in these markets. This is a muscle I think we have trained quite well by now. It's not just that. There are also two other aspects.

One is the quality of our performance, and the second is the actual market potential per se. If I maybe start from the market potential, I mean, it's visible to everyone that these are markets where connectivity has still potential to grow. The population is growing, data is growing, data is being monetized. What is most attractive is that there are also what we would call non-linear growth opportunities in these markets that we are exploiting. Again, talking about digital services, right? Whether you are talking about financial services, of course, for Africa, or whether you are talking about other digital services, for example, sovereign data centers in those territories are already making an impact. There is a broad range of services where Vodafone in those markets is effectively the provider of choice that gives us confidence on a multi-year growth.

Then on top of that, we are pleased with our execution in those geographies, whether you look at Turkey, whether you look at Egypt, whether you look at Africa more broadly. I mean, we discussed, I think, a couple of calls ago about what is driving the growth in Turkey, for example. You will have seen we continue to build on our highest ever market share. We outperform market growth, and we have really clear execution plans and strong teams in place to make the most of this potential opportunity. You closed with saying, "Okay, this is all well and good. I see the growth coming." In all the calls, we talk about Germany. Therefore, is there anything you want to change about that?

I think what you will see us doing is continuing to bring to life, as we did in the results presentation today, that the group is covering a number of different geographies: Europe, Africa, Germany, other countries, the U.K. That is what we are going to continue to work on driving performance. Ultimately, we have a single goal, which is sustainable midterm adjusted free cash flow growth. We said back in March 2023 that we had the goal to use the cash flow level of those days as a base to grow from. I think we have proven in the last two years that we have executed on our financial guidance. Now it is time to go into the proper growth phase. Also, thank you to all these opportunities.

Luka Mucic (CFO)

Yeah. Perhaps just briefly, because you have mentioned synergies, actually there are synergies, both in terms of leveraging the scale of the group between the emerging markets and Europe. We are doing that already today on the procurement front when we acquire run capabilities and so on. We leverage this. There is also an exchange of best practices, which can be very fruitful. Like for example, in AI, we have capabilities here in Europe that we are leveraging also to help our emerging markets to quickly adopt those practices. On the flip side, in Turkey, for example, we have excellent digital nurturing skills. We have a great apps innovation there that we are also bringing to other European countries. All of that just makes the combination so much stronger than the single parts alone.

Carl Murdock-Smith (Head of European Telecoms Equity Research)

That was great. Thank you very much.

Operator (participant)

The next question this morning comes from Adam Fox-Rumley at HSBC. Adam, please go ahead.

Adam Fox-Rumley (Director and European Telecoms Equity Research Analyst)

Thanks very much. I'd like to ask a question on the share buyback, please. I wondered if you could reflect a bit on the value that the buyback's bringing to you and your shareholders at the moment. You've spent EUR 2 billion. You've got another EUR 2 billion to go. It's a huge portion of the market cap. There's no reference to per share data in your presentation anywhere. Presentationally, at least, you're not really linking that huge commitment to the narrative that you're trying to tell us. The stock's got a 5% dividend yield, so it's not providing much valuation support. I guess I'd just like to check, are you still certain this is the right allocation of capital?

To that sustainability point, clearly, given the free cash flow that you generate at the moment, the dividend that you've got looking into the medium term, EUR 2 billion is unlikely to be the right number going forward. Thank you very much.

Margherita Della Valle (CEO)

I'll let Luca talk to the strategy around buybacks and returns more broadly. There is one number, Adam, that I think is really important. Your question is a really valid one. If you look at our adjusted free cash flow guidance for FY2026, at the midpoint of the guidance, we are growing adjusted free cash flow per share by 17% year on year. I completely agree with you that the per share element of these KPIs is really important. Luca.

Luka Mucic (CFO)

I would agree is underappreciated. When you ask about the capital allocation strategy more broadly, I think when we first talked about this when I was coming in around two years ago, we were single-mindedly focused on a dividend that was back then considered as not properly covered by underlying cash flow and with no kind of fantasy for growth for the future. We had, in the meantime, two significant value creation events through the sales of Spain and Italy at a point in time where, from our perspective, clearly the share price levels did suggest that there was value in putting some of this capital to work by making sure that things like the ones that Margherita has talked about, and that is growing the free cash flow contribution on a per share basis, could come to fruition.

In that sense, I think we have followed through on the commitment that we have given. We have rebased the dividend, but with an ambition to grow it over time. We stick by that commitment. In terms of the capital returns through share buybacks, I think we're executing on them because we believe it is, from a value perspective, a positive and accretive investment. Certainly, I am still a believer in the value accretion potential. That's why not only has Vodafone started a share buyback program today, I've also decided to buy back some more shares for my own personal account. I think in that respect, it is for me a logical thing to do. Let's see what the future brings. The current program will probably take us round about through the end of the current fiscal year.

We will reassess together as well, obviously, on the appropriate dividend levels.

Adam Fox-Rumley (Director and European Telecoms Equity Research Analyst)

Thank you.

Operator (participant)

The next question this morning comes from James Ratzer at New Street. James, please go ahead.

James Ratzer (Heads of European Communication Services Research)

Yes. Good morning, Margherita and Luca. Yeah, thank you very much indeed. I had a kind of bigger picture question, which I think a lot of people would like to understand your longer-term financial outlook for the company. I mean, I know there are a lot of moving parts in Vodafone at the moment, but when I look at your major peers, they also have a lot of moving parts and uncertainties. Yet pretty much all of them provide detailed quantified three-year financial targets. I mean, actually, even one of your own largest businesses, Vodacom, provides three-year quantified financial outlook. Now, I do see you're now stating some medium-term free cash flow growth expectations, but that's fairly vague. Would Vodafone consider providing detailed three-year financial guidance so we can get more visibility on your longer-term outlook? If not, what's holding you back?

Margherita Della Valle (CEO)

I think that, James, you are coming from a very valid angle in terms of forgetting the numbers for a second, painting the picture of what we are targeting to achieve in the midterm, I think, is going to be important. You know that we have gone through two years of significant transformation. This is actually the first time that I can look forward and say we are where we wanted to be in terms of shape. Hopefully, that will also simplify everyone's life in terms of the numbers and the moving parts.

We have the shape of the group that we want to have, which is why what you find in the presentation today is a clear outline of how this looks like, what are the growth opportunities, and why we have the confidence to now state that we are moving from the base to grow from of two years ago to proper growth. We will now go through the U.K. integration. As soon as we close, we will start off very, very quickly. We will bring this shape back to life in our results. I think you should expect to see more from us in the future in terms of talking to the vision in the mid to long term. We first needed to get the building site closed, which is what we are doing now.

James Ratzer (Heads of European Communication Services Research)

Now the business is in the kind of right sized for all the big picture M&A. Can we expect that maybe in the H1 guidance or the results you would actually be willing then to give some three-year detailed, let's say, revenue EBITDA free cash flow trends? Because I say the major peers in Europe and I say even Vodacom are doing the same.

Margherita Della Valle (CEO)

In various different ways. I would refrain for now to give guidance on guidance. It is definitely a consideration to give a more cohesive outlook. What is really important for us is now to move to this gradual sustainable free cash flow generation and give you the confidence of what are the moving parts for that.

James Ratzer (Heads of European Communication Services Research)

Okay. I think if at two calls you can do it, I think it would be appreciated by the market.

Margherita Della Valle (CEO)

Thank you for.

Operator (participant)

The next question comes from David Wright at Bank of America Merrill Lynch. David, please go ahead.

David Wright (Managing Director and Head of Telecoms Equity Research)

Yeah, thanks, guys. It's a question that might actually follow on a little bit from James. Just on the U.K., a couple of clarifications. You've talked about EBITDA boost of EUR 0.4 billion, I think it is. In your original deal presentation, you talked about pre-IFRS 16 putch three EBITDA of GBP 612 million. That obviously looks like it's broadly halved. I suspect that's mostly handset accounting. If you could clarify that for us, Luca. You also mentioned, I think, your words earlier in the presentation that the free cash flow dilution you'd stated was including restructuring spend. I don't think it is, is it? Because your free cash guidance is ex-restructuring. What's the restructuring spend we could expect on top of that?

I guess this just flows through to James's point, really, is your free cash flow guidance is before restructuring, which has been a significant amount for every one of the last, and I might even say 10 years. Telefonica more recently broke down their free cash flow into at the end of the day, what's distributable? I just wondered if you could start giving us some visibility of free cash flow after restructuring, given that is essentially what's distributable. I appreciate Spectrum is a lot more commercial. Those dynamics would really help us. If I might just add, Margherita, why is the deal not closed yet? I kind of we all thought it should have done. If there's just anything you can add there, thank you.

Margherita Della Valle (CEO)

Yes, maybe I'll take that. I'd say watch this space. I mean, we got the approvals from Ofcom and the CMA during the month of April. We have then been able to lock down the joint business plan, which is done. We are now going through the customer closing adjustment. Watch this space.

Luka Mucic (CFO)

Yeah. On the EUR 400 million, yes, of course, this represents the EBITDA contribution under our preliminary view under the Vodafone accounting policies. There are various puts and takes there, lease accounting, service accounting, and so on. I think it's probably better for the details and the puts and takes to be followed up on an IR call. It's our best view of how the results would present themselves under our accounting policies. You're right. I've not been talking about restructuring. I've been talking more broadly about integration investments. That's not necessarily all restructuring. From a restructuring perspective, first of all, I think we had in FY 2025, compared to the prior year, a relatively calm year. From a cash perspective, we were at around EUR 250 million, I believe, of restructuring expenses.

There will be a moderate step up as we go into FY26 on the restructuring, not only from the U.K., but also from the fact that in Germany, we still have to fully complete the second wave of our restructuring program that we have there. When you think about only the impact for the U.K., it will be actually broadly neutral because we also will, upon the closing, benefit from the spectrum sale proceeds to VMO2. So the merger per se is from below the AFCF level, broadly neutral in FY26.

David Wright (Managing Director and Head of Telecoms Equity Research)

The EUR 500 million free restructuring guide, that still applies, though. We should probably assume that's quite heavily phased at the first couple of years, correct?

Luka Mucic (CFO)

The EUR 500 million across five years, absolutely, yes.

David Wright (Managing Director and Head of Telecoms Equity Research)

Across five years.

Luka Mucic (CFO)

Yes.

Margherita Della Valle (CEO)

Yes, but heavily phased upfront.

Luka Mucic (CFO)

Phased upfront.

Margherita Della Valle (CEO)

In year one, to be clear, the EUR 200 million you see are the same at AFCF and full FCF level. There is not any additional drag below the line.

David Wright (Managing Director and Head of Telecoms Equity Research)

Okay. Thank you so much.

Operator (participant)

The next question this morning comes from Octavio Adorisio at Bernstein. Octavio, please go ahead. Your line is open.

Ottavio Adorisio (Senior Analyst)

Thanks. Good morning, Margherita. Good morning, Luca. My question is again on free cash flow. You provided a good breakdown on slide 23, where you show Germany only 33% of adjusted free cash flow. There is a mismatch between that number and the one calculated when it has the operating free cash flow, EBITDA minus CapEx, where Germany is around 47%. The question is that do you book all the interest in a hard currency in Germany and the EUR 20 billion of tax assets? Actually, it is EUR 19 billion this quarter in Luxembourg you can now use to offset against German taxes. Again, on free cash flow, you received around EUR 307 million from Vantage Towers this year. Last time, Vantage Towers was listed, was generating around EUR 430 million of cash. If I do pro rata, it looks that you are over-distributing on Vantage Towers.

Are you over-gearing the balance sheet like you do the VodafoneZiggo or it's just organically generated? Thank you.

Margherita Della Valle (CEO)

Maybe just an observation and then hand over to Luca for the detail. I suspect your numbers are from pre-U.K. merger, Octavio, because even on EBITDA, that is not what you find in our results for FY 2025. More broadly, Luca.

Luka Mucic (CFO)

I think you are probably referring to the slide that has the distribution of free cash flow generation across markets. That is a very simplified view, obviously. From that perspective, we should not kind of one-to-one try to reconcile this with the group numbers.

Margherita Della Valle (CEO)

Everything is attributed fairly. There is no extra interest or other things. It is EBITDA minus CapEx with then an attribution of interest across the markets irrespective of, if you want, specific technical elements. It is what you would expect to do. What is in there, just to be clear, is indeed the Vodafone Investments dividends, of course, and all the dividends that the group receives because it is a breakdown of free cash flow. It is not a breakdown of EBITDA. The full perimeter, including the Vodafone Investments division, which is 9% in the slides, comes into play.

Luka Mucic (CFO)

If I can just add then on the Vantage Towers results, actually, this is underpinned by the performance of Vantage Towers, which has been growing both revenues as well as profits quite reliably. If I can add that, obviously, has their own investments as well, which includes Inwit, for example, which is doing very well and will actually provide a special dividend in fiscal year 2026 that will provide support as well. In that respect, this is just a reflection of the strong performance of Vantage Towers that allows us to distribute dividends, not only to us, by the way, but also to our co-shareholders from the consortium.

David Wright (Managing Director and Head of Telecoms Equity Research)

You would expect to extract around EUR 300 million of dividends from Vantage going forward annually?

Luka Mucic (CFO)

There's no reason to not expect the same dividend levels from Vantage.

David Wright (Managing Director and Head of Telecoms Equity Research)

Perfect. Thank you.

Operator (participant)

The next question comes from Polo Tang at UBS. Polo, please go ahead.

David Wright (Managing Director and Head of Telecoms Equity Research)

Morning. Thanks for taking the question. It's on Germany, but specifically fiber and MDUs. Can you maybe talk through what impact your fiber upgrades are having in terms of your German broadband net adds and NPS? Can you give an update in terms of how the OXG joint venture is doing in terms of upgrading the footprint of 7 million MDU homes? Do you think you need to upgrade the remaining 19 million homes in your cable footprint to fiber? Just related to this point about MDUs, Deutsche Telekom last week on its call highlighted it now has access to 5.7 million MDU homes. Are you seeing any signs of increased competition in the MDU space? Longer term, do you think that there will be one or two fiber infrastructures in each MDU longer term?

Margherita Della Valle (CEO)

Sure. I'll start from, if you want, the impact of fiber in our numbers, in our customer satisfaction. There is no impact of fiber on that. You know that we have just opened our sales footprint to wholesale agreements that do include fiber, for example, from Deutsche Telekom and Deutsche Glasfaser, because we want to give our customers in the DSL area access to fiber, which is why today we effectively offer gigabit products to three out of four of German households. This is our strategy, I would say, pretty much everywhere. You see, we have the same approach in the U.K. Now, these connections are immaterial at the moment. We are talking about single-digit gross adds in a quarter.

The results that you see in our numbers and the results in terms of customer satisfaction are actually products of quite significant churn reduction in our cable estate because, obviously, this is the very vast majority of our customers in a market which now we should all recognize in Germany does not have much growth in terms of penetration anymore. It is plateauing. The stabilization of our customer base in the last couple of quarters has come from churn reduction. We are very pleased to see now our cable churn, where we also have, by the way, the highest-ever NPS Vodafone has recorded for cable. Our cable churn is now very much in line with what you would expect. It is actually below, for example, the fixed broadband churn that we have in the U.K., which is growing strongly.

This churn reduction is a function of the fact that we have really changed the customer experience. You have seen us and you have heard us talking about network investment over the last couple of years, improved customer base management and processes. We have also done a lot of work on legacy routers, which are now less than 15% across the whole customer base of Vodafone. As an outcome of all this, we have had best-in-test results, as you have seen on the network across all networks in fixed broadband in Germany, just recently, a third less network complaints from our customers and this best-ever NPS. This is the sort of structural customer experience transformation that I see as a leading indicator of performance and that we will continue to drive.

In that space, adding what I said before, which is on top of a better service to our customers, also a wider footprint in which we can sell gigabit product is going to allow us to be a one-stop shop for the customers across fixed, mobile, and TV. This is a very clear objective for us. You asked, where are we on fiber and then what's going on in the MDUs? Maybe just covering these aspects. In terms of our own fiber build, you have seen in these results that OXG has been running late compared to the original plan. The majority of the build was to be done with Geodesia, which obviously had some issues in the last 12 months. We have taken action. We now have 29 different building companies working across 22 cities in Germany.

As of today, we are reaching 200,000 households, and our sort of cruising speed of now is 100,000 per quarter. We are looking forward to an acceleration, and our orders have already been issued for 2 million. I think it is really important. There will always be competition in the MDUs. There was competition in the MDUs before. That is not new. We really want to leverage the economic benefit that we have in working in the MDUs and the strong partnerships that, as you will have seen, have carried us through the transition of the TV law for, of course, a good business case, I would say, also from fiber in those areas. These are the areas of focus for us. It is continuing to fiberize in a nutshell. If I had to summarize, same strategy as before.

will continue to fiberize our cable network that satisfies our customer needs and is now getting very good satisfaction. We will continue to overbuild ourselves in the MDUs because there is a strong economic case for that. In the other areas of the country where today we resell DSL, we will grow with fiber together with the fiber builders there. That is the same strategy.

Operator (participant)

We have time for one last question today, which comes from Robert Grindel at Deutsche Numis. Robert, please go ahead.

Robert Grindle (Managing Director and Head of European TMT Reseach)

Hi there. Thank you for the question. Alongside all the changes at Vodafone, the world has changed a fair bit too since we last met. You mentioned the opportunity on sovereign data as a result of geopolitical change. Perhaps German stimulus plans are good news there too. On the less helpful side, are you expecting any impact on the trade tariffs on equipment pricing or equipment availability at this stage? Maybe we shouldn't be worried about CapEx, though, as mobile data in Q4 is growing at less than half the rate of a year ago. Is this more Wi-Fi offload or lower growth in demand? Thanks.

Luka Mucic (CFO)

Perhaps I can cover quickly the CapEx question and general cost question here, where I believe we are pretty well covered overall. We have mostly multi-year agreements with fixed terms, which essentially put the onus of any tariff-driven changes on our partners and suppliers. From that perspective, I think we are as well covered as one can be. I would add perhaps to all of that also the strong balance sheet position that we are in now. Also, from a financial inflow perspective, I think we are now substantially deleveraged. We have a very long maturity of our outstanding debt, which is very helpful. We sit on EUR 16 billion of liquidity, which gives us a lot of optionality in that respect as well. While obviously we are monitoring the situations carefully, I think on the cost and CapEx side, we are well covered.

From a financial stability perspective, we are also very, very well covered.

Margherita Della Valle (CEO)

Yes, I would say for the general sort of tariff and macro, I mean, you know where we stand, relatively insulated from these dynamics. On the mobile data front, let me add, Robert, that it's not necessarily a bad thing what we are describing. It really depends on where and how data grows. I think some of the reshaping of the group in Europe that we have done in the last couple of years is also impacting the volumes of data growth because there have been markets that had very, very low prices for what were essentially unlimited offers becoming the standards that are not part of the group anymore. I think do not always see it negatively.

Robert Grindle (Managing Director and Head of European TMT Reseach)

Thank you.

Operator (participant)

Thank you. This was the last question. I would now like to hand back to Margherita for any closing remarks.

Margherita Della Valle (CEO)

Thank you, Vanessa. Thank you, everyone, for your time again today. See you in July.

Luka Mucic (CFO)

See you then. Bye-bye.