Business Context and Reporting Period
This Form 6-K, dated October 1, 2025, discloses unaudited pro forma financial information for Vodafone Group Plc following the completion of the merger between Vodafone UK and Three UK on May 31, 2025. The combined entity, VodafoneThree, is 51% owned by Vodafone and 49% by CK Hutchison Group Telecoms Holdings Limited. The data presents a hypothetical view of the full fiscal year 2025 (FY25) as if the merger had occurred at the start of the period, comprising 10 months of merged results and two months of standalone Vodafone UK results.
Key Financial Metrics
VodafoneThree (UK Business) Pro Forma FY25
| Metric | Value (€m) |
|---|---|
| Total Revenue | 9,736 |
| Service Revenue | 7,798 |
| Adjusted EBITDAaL | 1,856 |
| Adjusted EBITDAaL Margin | 19.1% |
Vodafone Group (Including VodafoneThree Pro Forma) FY25
| Metric | Value (€m) |
|---|---|
| Total Revenue | 40,115 |
| Service Revenue | 32,669 |
| Adjusted EBITDAaL | 11,230 |
| Adjusted EBITDAaL Margin | 28.0% |
The filing does not provide specific data regarding cash flow, debt levels, or liquidity metrics for this period.
Material Changes and Adjustments
The pro forma figures reflect significant adjustments to align Three UK's historical results with Vodafone's accounting policies. Key adjustments include:
- Commission Costs: Costs previously capitalized by Three UK are now expensed.
- Lease and Interest Costs: Lease and related interest costs are now included in Adjusted EBITDAaL.
- Reporting Period Alignment: Adjustments account for the change in Three UK's financial year (from January-December to April-March) and the 10-month consolidation period in FY26.
The reconciliation shows Vodafone UK standalone EBITDA of €1,558 million and Three UK standalone EBITDA of €640 million (converted from £541 million), with total adjustments of €342 million (€106 million reporting period adjustments and €236 million other adjustments) resulting in the VodafoneThree total of €1,856 million.
Guidance, Outlook, and Risks
The filing explicitly states that the pro forma financial information is for illustrative purposes only and represents a hypothetical situation. It does not reflect the actual financial position of the Group if the merger had occurred on May 31, 2024. Management notes that these figures may not give a true picture of financial results nor are they indicative of future performance. The data has not been prepared in accordance with Regulation S-X under the US Securities Exchange Act of 1934 and should not be relied upon as such. No specific forward-looking guidance or risk factors beyond the disclaimer regarding the pro forma nature of the data are provided in this announcement.
Investor Verification Checklist
- Verify the statutory FY25 results in the Annual Report, as the pro forma figures do not replace statutory information.
- Confirm the impact of the accounting policy changes (specifically commission capitalization and lease treatment) on future reported margins.
- Review the actual FY26 results once reported to compare against the pro forma FY25 baseline.
- Check for any subsequent updates on the integration progress of VodafoneThree beyond the financial modeling presented.