Our 2023 results

Financial performance

DELIVERING ON OUR FINANCIAL TARGETS YET AGAIN

We delivered on all our 2023 financial targets, by realising strong customer and revenue growth in mobile and business-to-business (B2B) and delivering Adjusted EBITDA AL as planned. Our converged, mobile postpaid and B2B customers continue to grow for the seventh consecutive year. The aforementioned customer growth and disciplined price actions have supported the return to revenue growth in 2023, by 1.2%, more than compensating the impact of customer base decline in our B2C fixed segment.

In early 2023, we anticipated approximately €100 million cost inflation headwinds, predominantly from energy and wage increases, which negatively impacted our Adjusted EBITDA AL performance. The total cost inflation headwinds came just under €100 million, resulting in 4.8% year-on-year decline in Adjusted EBITDA AL, despite a healthy growth in revenue and sales margin. Furthermore, we invested €897.7 million (21.8% of our revenue) into our networks and services to expand our network capacity and coverage as well as to continuously improve customer experience. Through a healthy free cash flow generation and strong financial position, we delivered shareholder cash distributions of €302.2 million.

Ritchy Drost, CFO VodafoneZiggo, commented:

“I am proud that we delivered, yet again, on all our financial targets for 2023. In the year where we were confronted with elevated cost inflation and competitive broadband market, our results speak for themselves as we continue to execute our strategy to grow our converged, mobile and B2B customer base, underpinning our return to revenue growth. With around €900 million of capital investments, we continue to play a vital role in realising the Dutch Gigabit society, supported by our solid balance sheet and liquidity.”

Revenue

Our revenue returned to year-on-year growth in 2023 and increased by 1.2% to €4,114.7 million, as higher average revenue per unit (ARPU) and strong customer growth in mobile postpaid and B2B more than compensated the impact from the decline in our B2C fixed customer base. We added 20,300 organic converged households, 144,900 organic mobile postpaid SIMs and 24,400 organic B2B broadband subscribers for the year. The 124,400 decline in our B2C fixed customer base is primarily driven by increased promotional activities in the market.

Revenue in B2C fixed declined by 1.3% year-on-year to €2,009.7 million, reflecting the customer base decline and lower out of bundle usage, partially compensated by the effect of our annual price indexation.

Revenue in B2C mobile grew by 6.7% year-on-year to €971.0 million, primarily driven by (i) 77,700 mobile postpaid SIMs growth, (ii) 1.7% postpaid ARPU growth driven by price indexation, and (iii) handset sales growth.

Revenue in B2B fixed grew by 3.9% year-on-year to €561.5 million, primarily driven by growth in SoHo and our unified communication portfolio.

Revenue in B2B mobile grew by 0.1% year-on-year to €544.0 million, primarily driven by (i) 67,200 mobile postpaid SIMs growth, (ii) higher IoT revenue, partially compensated by (iii) lower national and roaming out of bundle revenue, and (iv) price pressure in the large corporate segment.

Adjusted EBITDA AL

Adjusted EBITDA AL decreased by €91.5 million or 4.8% year-on-year to €1,802.7 million, primarily reflecting the elevated cost inflation. The growth in revenue and sales margin was compensated by €98.5 million cost inflation impact, primarily from higher energy and wage costs. Cost of outsourced work and other external costs increased by €110.4 million, primarily driven by higher energy prices and higher average costs per mobile handset sold, partially compensated by lower programming cost following contract renewals and expirations. Our personnel expenses increased by €22.3 million, mainly due to higher average costs per FTE and an increase in the average number of FTEs throughout the year.

Operating profit

Our operating profit (EBIT) declined from €378.8 million in 2022 to €238.2 million in 2023, representing a decrease of €140.6 million. The decline in our operating profit is primarily driven by (i) the aforementioned decrease of our Adjusted EBITDA AL by €91.5 million, (ii) higher charges for impairment, restructuring and other operating items, net, of €28.9 million, mainly due to the recognition of a provision for litigation during 2023, associated with a VAT dispute with the Dutch tax authorities relating to the period 2017-2018, and (iii) an increase of our amortisation and depreciation expenses (excl. lease-related depreciation) of €22.3 million, mainly due to a higher average depreciable balance of property and equipment and software.

Net finance result

Our net finance result changed from net finance income of €186.8 million in 2022 to net finance costs of €813.3 million in 2023, representing a decrease of €1,000.1 million. The decrease is primarily driven by the net effect of (i) a decrease in our derivative portfolio result of €1,450.0 million, mainly due to weakening of the US dollar against the euro and higher interest rates, (ii) an increase in foreign currency transaction results of €534.2 million, (iii) an increase in interest expenses (excl. impact of derivative instruments) of €150.8 million, mainly due to higher interest rates on variable interest rate debt and (iv) the impact of refinancing activities in 2022, resulting in losses on debt extinguishment of €71.1 million.

Income taxes

In 2023 and 2022, we recognised an income tax benefit (expense) of €98.5 million and (€200.9 million), respectively.

In 2023, our income tax benefit represents an effective tax rate (ETR) of 17.1%, which is lower than the nominal tax rate of 25.8%. This is primarily driven by limitations in interest deduction to 20% of fiscal EBITDA as of 1 January 2022, limiting our ability to recover non-deductible interest.

In 2022, our income tax expense represented an ETR of 35.2%, which was higher than the nominal tax rate of 25.8% as a result of the aforementioned limitations in interest deduction as of 1 January 2022.

Net result

In 2023, we reported net loss of €476.6 million, compared to net earnings of €369.3 million in the prior year. The decrease in net result is primarily due the negative impact of (i) a decrease in net finance result of €1,000.1 million and (ii) a decrease in operating profit of €140.6 million. The negative impact of these items was partially compensated by a lower income tax charge, net, of €299.4 million. Additional details regarding above changes in net result are explained in the preceding paragraphs of this section.

Capex additions

In 2023, we invested €897.7 million (or 21.8% of our revenue) into, among others, expanding our network capacity and coverage of our nationwide 1 Gigabit speed fixed network and 5G mobile network. We also invested heavily into our products, by continuing to deliver the next generation of our TV platform Mediabox Next and its smaller and more sustainable version, Mediabox Next Mini as well as WiFi signal amplifier SmartWifi pods to our customer homes. At the end of 2023, around 1.8 million customers have the newest generation TV watching experience and 1.8 million customers have at least one SmartWifi pod at home. This represents 50% video base and 55% broadband base penetration, respectively.

Our total investments in 2023 represent a decline compared to our investments in 2022 of €948.2 million (or 23.3% of revenue), primarily driven by lower customer premises equipment and network equipment inventory levels. These investments show our commitment to the success of VodafoneZiggo and hence benefiting our customers through investments in innovative products and services and our high-quality future-proof infrastructure.

Operational free cash flow

Operational free cash flow is defined as Adjusted EBITDA AL minus Capex additions. In 2023, our operational free cash flow decreased year-on-year by €41.0 million to €905.0 million. The decrease in our operational free cash flow is primarily attributable to the aforementioned decline in Adjusted EBITDA AL.

Cash flows

Net cash provided by operating activities amounted to €1,324.6 million in 2023, representing a decrease of €135.7 million compared to 2022. The decrease is primarily attributable to the net effect of (i) a decrease in the cash provided by our adjusted EBITDA AL and related working capital changes and (ii) higher cash paid for income taxes.

Net cash used in investing activities increased year-on-year by €98.3 million to €587.6 million in 2023. The increase is primarily driven by (i) a decrease in assets acquired under capital-related vendor financing arrangements and (ii) a decrease in liabilities associated with Capex, partially compensated by (iii) a decrease in Capex additions.

Net cash used by financing activities decreased year-on-year by €408.0 million to €711.7 million in 2023. The decrease is primarily driven by (i) a decrease in equity distributions to our shareholders, (ii) a decrease in cash used following lower net repayments for vendor financing, (iii) lower payments of financing and debt premiums, partially compensated by (iv) an increase in net repayments of third-party debt.

Resilient balance sheet

We have a resilient balance sheet and strong liquidity position with total assets of €17.8 billion at the end of 2023 and managed to maintain our covenant leverage ratio[1] at 4.59x, at the lower end of our capital structure policy range of 4.5x to 5x. Furthermore, our capital structure policy is to provide for an economic hedge, ensuring that we are hedged against foreign currency exchange rate movements and increases in interest rates on our variable-rate debt.

For an overview of our risk management and exposure to credit risk and counterparty credit risk, liquidity and cash flow risk and market risk, refer to note 18.2 to our consolidated financial statements.

On 31 December 2023, our total third-party debt (excluding vendor financing, handset financing and lease obligations) was €10.0 billion, which is a decrease of €0.2 billion from 31 December 2022, all due to the weakening of the US dollar against the euro. When taking into consideration the projected principal-related cash flows associated with our cross-currency derivative instruments, the total covenant amount of third-party gross debt was €9.1 billion at 31 December 2023, which is unchanged compared to 31 December 2022.

On 31 December 2023, our covenant leverage ratio was 4.59x. This was calculated in accordance with our most restrictive covenants and reflecting the Credit Facility Excluded Amount as defined in the respective credit agreements. Vendor and handset financing obligations are not included in the calculation of our leverage covenants.

On 31 December 2023, our fully-swapped third-party debt borrowing cost was 4.0% and average tenor of our third-party debt (including vendor and handset financing obligations) was 5.8 years, which is in line with our capital structure policy to maximise our tenor and proactively term-out our debt. €9.4 billion of our third-party debt is not due until 2028 and thereafter.

In December 2023, we amended our revolving facility to provide for an additional €50.0 million of borrowing capacity and the revolving facility was split into two tranches. Revolving Facility G1 has a maximum borrowing capacity of €125.0 million and matures in 2026. Revolving Facility G2 has a maximum borrowing capacity of €725.0 million and matures in 2029. This brings the total commitments under our Revolving Facilities to €850.0 million, further strengthening our liquidity profile.

Our equity on 31 December 2023 amounted to €1.9 billion, a decrease of €0.7 billion compared to 31 December 2022. The decrease in our equity was driven by our comprehensive loss for the period of €476.6 million and equity distributions to our shareholders of €200.0 million.

Sustainable capital structure

Following the launch of our Sustainable Finance Framework and the issuance of our €700 million Green Bond and €2.1 billion or equivalent Sustainability Linked Bonds, we further expanded our efforts to build a sustainable capital structure.

In the first quarter of 2024, we successfully linked three ESG-related KPIs to our extended Revolving Facilities. The three KPIs support our ambition to reduce our Scope 1 and 2 CO₂ emissions (KPI 1), Scope 3 CO₂ emissions (KPI 2) and to increase the number of women in people leader roles (KPI 3). Each KPI will have its own (proposed) annual target set until 2029 with a total margin adjustment of up to +/- 5 bps.

By linking the performance of ESG-related KPIs to our financing instruments, we strengthen our commitment to realise our Progress for Everyone ambition - previously known as People, Planet, Progress - and further integrate our CSR strategy into our capital structure policy.

Shareholder cash distributions

In 2023, we distributed €302.2 million to our shareholders, Vodafone Group and Liberty Global. The cash distributions consisted of equity distributions of €200.0 million and interest payments on the Shareholder Notes of €102.2 million. The equity distributions were in line with our capital structure policy to distribute any excess cash back to our shareholders.

The 2023 cash distributions were lower than 2022, primarily driven by higher cash paid for corporate income taxes and lower Adjusted EBITDA AL. The distributions were funded from our own healthy free cash flow generation, without increasing debt nor limiting investments in our business.

By linking the performance of esg related KPIs to our financial instruments, we strenghten our commitment to realise our progress for everyone ambition.

OUTLOOK

We remain focused on executing our commercial actions to improve our broadband performance in our B2C segment and maintain strong momentum in mobile and B2B into 2024. Our underlying performance remains healthy and we expect to deliver revenue growth in 2024. Cost inflation headwinds from 2023 are expected to turn into tailwinds, and together with the expected revenue growth, will support low single digit growth in Adjusted EBITDA AL. We continue to reinvest more than 20% of our revenue in our networks, products and services in 2024, positioning the business for mid-term and long-term growth.

Our 2024 guidance reflects the expected growth momentum in mobile and B2B:

• Low single digit growth in Adjusted EBITDA AL, supported by revenue growth.

• 21% to 23% of Capex additions as % of revenue.

• Up to €300 million total cash available for potential shareholder distributions and non-recurring investments.

• 1Calculated as total net debt to last two quarters annualised covenant EBITDA.