On 31 May 2025, Vodafone Group Plc (LON:VOD) completed the merger of Vodafone UK and Three UK. The combined business, VodafoneThree, is 51% owned by Vodafone and 49% by CK Hutchison Group Telecoms Holdings Limited and its results have been consolidated by the Group from that date.
To aid the comparison of VodafoneThree’s FY26 results with prior periods, unaudited pro forma financial information for FY25 is provided below. This reflects 10 months of pro forma results from the merged business and two months of Vodafone UK on a standalone basis, reflecting that the merger completed part way through Vodafone’s current financial year. There will be no change to the Group’s statutory information for comparative periods, which will remain as previously disclosed.
| VodafoneThree pro forma | |||||||
| UK financial results1 | Q12 | Q2 | H1 | Q3 | Q4 | H2 | FY25 |
| €m | €m | €m | €m | €m | €m | €m | |
| Total revenue | 1,937 | 2,578 | 4,515 | 2,720 | 2,501 | 5,221 | 9,736 |
| Service revenue | 1,624 | 2,047 | 3,671 | 2,088 | 2,039 | 4,127 | 7,798 |
| Adjusted EBITDAaL | 849 | 1,007 | 1,856 | ||||
| Adjusted EBITDAaL margin | 18.8% | 19.3% | 19.1% | ||||
| Vodafone Group: Including VodafoneThree pro forma | |||||||
| Vodafone Group financial results1 | Q12 | Q2 | H1 | Q3 | Q4 | H2 | FY25 |
| €m | €m | €m | €m | €m | €m | €m | |
| Total revenue | 9,284 | 10,059 | 19,343 | 10,666 | 10,106 | 20,772 | 40,115 |
| Service revenue | 7,660 | 8,229 | 15,889 | 8,510 | 8,270 | 16,780 | 32,669 |
| Adjusted EBITDAaL | 5,553 | 5,677 | 11,230 | ||||
| Adjusted EBITDAaL margin | 28.7% | 27.3% | 28.0% | ||||
1. Unaudited pro forma results for the merged business have been translated into euro at exchange rates used to prepare the Group’s FY25 Annual Report.
2. Includes two months of Vodafone UK on a standalone basis and one month of pro forma results from the merged VodafoneThree business.
Adjusted EBITDAaL reconciliation
| FY25 | ||
| €m | ||
| Vodafone UK standalone | 1,558 | |
| Three UK standalone3 | 640 | |
| Reporting period adjustments4 | (106) | |
| Adjustments5 | (236) | |
| VodafoneThree | 1,856 | |
| 3. EBITDA of £541 million as reported in Three UK’s 2024 statutory results on a euro equivalent basis.4. Reflecting change in financial year (from January-December to April-March) and the fact that Three UK will only be consolidated for 10 months in FY26.5. Adjustments primarily relating to commission costs (previously capitalised by Three UK) and lease and related interest costs that are now included inAdjusted EBITDAaL. | ||
Notes
i. The unaudited pro forma view of the Group’s FY25 financial results has been prepared for illustrative purposes only and shows a hypothetical situation and, therefore, does not represent the actual financial position or results of the Group if the merger of Vodafone UK and Three UK had occurred on 31 May 2024. The unaudited pro forma financial information reflects adjustments to present the financial results of Three UK under Vodafone’s accounting policies and certain other pro forma adjustments. The unaudited pro forma view of the FY25 financial results may not give a true picture of our financial results nor is it indicative of the results that may, or may not, be expected to be achieved in the future.
The unaudited pro forma view has not been prepared in accordance with Regulation S-X under the United States Securities Exchange Act of 1934, and accordingly should not be relied upon as if it had been carried out in accordance with those requirements.
