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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 20-F
 
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended: March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report:
 For the transition period from:to
 Commission
file number: 001-10086
 VODAFONE GROUP PUBLIC LIMITED COMPANY
 (Exact name of Registrant as specified in its charter)
 England  (Jurisdiction of incorporation or organization)
 Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England  (Address of principal executive offices)
 Rosemary Martin (Group General Counsel and Company Secretary)
tel +44 (0) 1635 33251, fax +44 (0) 1635 580 857
 Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England  (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Name of each exchangeTitle of each class
    
    on which registeredSee Schedule A
    
    See Schedule A
 None   None
  Ordinary Shares of 11 3/7 US cents each
    
    
    51,577,525,8307% Cumulative Fixed Rate Shares of £1 each
    
    
    50,000
  þ o
  o þ
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  US GAAP o
    
    International Financial Reporting þ
    
    Other oStandards as issued by theInternational AccountingStandards Board
  o o
  o þ
 
  Name of each exchangeTitle of each class
    
    on which registeredOrdinary shares of 11 3/7 US cents each
    
    NASDAQ Global Select Market*American Depositary Shares (evidenced
by American Depositary Receipts) each
representing ten ordinary shares
    
    NASDAQ Global Select Market5.00% Notes due December 2013
    
    New York Stock Exchange4.150% Notes due June 2014
    
    New York Stock Exchange5.375% Notes due January 2015
    
    New York Stock Exchange5% Notes due September 2015
    
    New York Stock Exchange3.375% Notes due November 2015
    
    New York Stock Exchange2.875% Notes March 2016
    
    New York Stock Exchange5.75% Notes March 2016
    
    New York Stock Exchange5.625%
Notes due February 2017
    
    New York Stock Exchange4.625% Notes due July 2018
    
    New York Stock Exchange5.450% Notes due June 2019
    
    New York Stock Exchange4.375% Notes due March 2021
    
    New York Stock Exchange7.875% Notes due February 2030
    
    New York Stock Exchange6.25% Notes due November 2032
    
    New York Stock Exchange6.15% Notes due February 2037
    
    New York Stock Exchange
 *
    
    Listed, not for trading, but only in connection with the registration of American Depositary
Shares, pursuant to the requirements of the Securities and Exchange Commission.




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Vodafone GroupAnnual Report on Form 20-FFortheyearended31 March 2011powerto you




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Delivering
a more valuable
Vodafone
Group highlights for the 2011 financial year
^ A^ ^\I ^^ ^^^ ^^ L^. u^ ^^7 ^\U^. k*^
This constitutes the annual report on Form 20-F of Vodafone Group Pic
^ £j. ^^ ^y [j | I            f^ [j [^ ^ / I I [j | (the
Company) in accordance with the requirements of the US
^^^,,^L^1  l  ¦^l^1
¦ U f tVL/l I Securities and Exchange Commission (theSEC) for the year
ended
Revenue Adjusted Operating profit Free Cash flOW
31 March 2011
and is dated l June 2011. This document contains certain
3 2% growth 31% growth 2 7% decrease information set out within
the Companys annual report in accordance
with International Financial Reporting Standards (I FRS) and with those parts of the UK Companies
Act 2006 applicable to companies re porting ^£^7f\Qm Q Of^P> under
IFRS, dated 17 May 2011, as updated or supplemented if
Jjf^^» jyI ^J« Z/ ^^ L/ necessary. Details of events occurring
subsequent to the approval of the
        ., ... _ . .. . .
r. annual report on 17 May 2011
are summarise don page A-l. The content
MODIle CUStOmerS lOtal dividends oftne Groupswebsite
(www.vodafone.com) should not be considered
14.5% growth 7.1% growth to form part of this annual report on Form 20-F.




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##### 



Vodafone
Group Plc 1
  Highlights of the year
 
    
    Group revenue increased 3.2% to £45.9 billion with a strong result from emerging markets and
signs of renewed growth in some parts of Europe.
    
    Adjusted operating profit rose 3.1% to £11.8 billion, supported by a good performance from our US
associate, Verizon Wireless.
    
    Free cash flow of £7.0 billion, reflecting consistent levels of capital expenditure and strong
working capital performance.
    
    £14.2 billion expected to be raised from agreed disposals of interests in China Mobile (China),
SoftBank (Japan) and, after year end, SFR (France).
    
    Total dividends per share of 8.90 pence, up 7.1% in line with our dividend per share growth
target. £6.8 billion committed to share buybacks.
 Our new strategy
  Focus
on key areas of growth potential
  Deliver
value and efficiency from scale
  Generate
liquidity or free cash flow from non-controlled interests
  Apply
rigorous capital discipline to investment decisions
  Find out more on pages 12 to 27
 You can visit our online annual report at:
 ContentsBusiness review#2
    
    About us4
    
    Vodafone at a glance6
    
    Chairmans statement8
    
    Mobile telecommunications
industry10
    
    Chief Executives review12
    
    Strategy in action28
    
    Key market review30
    
    Sustainable business32
    
    PeoplePerformance#34
    
    Operating results44
    
    Guidance45
    
    Principal risk factors
and uncertainties47
    
    Financial position and resourcesGovernance#52
    
    Board of directors
and Group management55
    
    Corporate governance62
    
    Directors remunerationFinancials74
    
    Contents75
    
    Directors statement
of responsibility#76
    
    Audit report on internal controls77
    
    Critical accounting estimates79
    
    Audit report on the consolidated
financial statements80
    
    Consolidated financial statementsAdditional information132
    
    Shareholder information#139
    

History
and development#140
    
    Regulation#143
    
    Non-GAAP information#146
    

Form 20-F cross reference guide148
    
    Forward-looking statements149
    
    Definition of terms151
    
    Selected financial dataExhibit 1.1Exhibit 4.2Exhibit 4.3Exhibit 4.4Exhibit 4.6Exhibit 4.7Exhibit 4.8Exhibit 4.35Exhibit 4.36Exhibit 7Exhibit 12Exhibit 13Exhibit 15.1Exhibit 15.2
  #




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2 Vodafone Group PicAnnual Report 2011




About us


A business intent on meeting all our customers communication needs
Technologies and resources
The latest technologies offering our best customer experience
Network infrastructure
We have one of the Largest mobile foot prints in the world with more than 224,000 base station sites.
During the year our networks carried around 850 billion minutes of voice traffic (equivalent to 208
minutes per month, per customer) and 161 peta bytes of data equivalent to downloading over 1,400
three minute video clips every second.
Network performance
We continue to invest around £6 billion a year to maintain
leadership of our networks. Tests
show that in the Europe region, Vodacom and Egypt, Vodafone offers
peak user data downlink speeds
which are on average 40% faster than our best competitors.
Research and development(R&D)
We drive innovation through new technologies and enhancements to existing capabilities.
This yearR&Dexpenditureamounted to £287 million.
Customer support technologies
Our billing and customer relationship management systems are being enhanced to enable our customers
to manage a single account, with a single bill, for multiple devices
or for several people.
Customer service
We are redesigning and improving our customer care, retail presence and online service to ensure
that customers get the best data experience with Vodafone.
Licences and spectrum
Licences and spectrum enable us to deliver fixed and mobile communications services in certain
markets. During the year we acquired additional licences and spectrum in several markets, including
India for third generation C3G0 services and Germany for the provision of fourth generation C4G)
orLTE services, to enhance the speed, coverage and quality of voice and data services in those
markets.
Strategic agreements
We work closely with some of the worlds leading companies to deliver innovative products and
services to our customers. Our agreement swith Samsung, Google®,
Microsoft®, HTC and others have
enabled us to be first to market with cutting-edge smart devices. We now distribute the Apple iPad
in the UK and to our enterprise customers in Europe. For enterprise customers, in partnership with
Microsoft we provide the Microsoft Online suite which provides hosted email, conferencing and
collaboration services. In conjunction with RIM® and Nokia, Vodafone customers using smartphones
will be able to securely pay for applications via their Vodafone bill.
Brand
According to Brand Finance pic, the Vodafone brand has risen to become the fifth most valuable
brand in the world. In the 2010 calendar year we renewed our title partnership with the Vodafone
McLaren Mercedes Formula One team. It has been a strong year for the sponsorship with increased
television viewing figures and agreater exposure.
People
We employed approximately 83,900 people worldwide during the year, compared to 85,000
the previous year.
Employees by activity (%)




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Distribution
A broad range of channels through which customers can access our services and products
Direct channels
We directly own and manage about 2,200 stores around the world and we also havearound 10,300
Vodafone-branded stores run through franchise and exclusive deaLerarrangements. In most of our
Local markets sales forces also sell direct to enterprise customers.
Vodafone Group PicAnnual Report 2011 3
Indirect channels
The level of indirect distribution varies between markets and may include using third party service
providers, independent dealers, distributors and retailers.
Online
The internet has also become an increasingly powerfuland cost-effective distribution channel. 51%
of ou r Europea n contract customers receive their bills online.
Services
Services to meet all our customers needs
Voice
We are one of the largest carriers of mobile voice traffic in the world providing domestic,
intemationaland roamingvoice services to more than 370 million customers.
Messaging
Our networks sent and received over 292 billion text, picture, musicand video messagesthisyear.
Data
More than 75 million customers buy our mobile data services which allowaccess to the internet,
emailand applications on their phones, tablets, laptops and netbooks.
Fixed line
Over six million customers use ourfixed broadband services in 13 markets to meet theirtotal
communications needs. In addition, through Gateway, we provide wholesale carrier services to more
than 40 African countries.
Other service revenue
This includes business managed services, such assecure remote networkaccess,and revenue from mobile
virtual networkoperators generated from selling access to our networkat the wholesale level.
Service revenue by type (%)
Devices
Ensuring that our services are available through multiple platforms
Smartphones and tablets
These have advanced capabilities including access to email, the internet and mobile applications
such as Google Maps and Facebook. Smartphones nowaccountfor 19% of the total number of phones used
by ourcustomers in Europe. We now supply the iPhone in 19 markets.
Vodafone branded handsets
We are making Vodafone designed handsets available to mass market audiences while offering
differentiated experiences. During the year 14 new handsets were released under our own brandand we
shipped 5.8 million.
Other connected devices
In addition to handsets, we supply a range of innovative connected smart devices. During the year
we launched our first ever USB stick based on 4G/LTE technology and Vodafone WebBox which enables
customers to connectto the internet using existing television sets by simply plugging in a keyboard
with an embedded mobile SIM.
4G/LTE mobile broadband USB stick
The Samsung GT-B3740, is our first ever 4G/LTE network device which enables customers to experience
super-fast mobile broadband.




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4 VodafoneGroup Pic Annual Report 2011



Vodafone at a glance

We are one of the worlds largest mobile communications companies by revenue
Basestation VodafoneM-Pesa
We are leaders in data networks with over 66,000 3G sites delivering Over 20 million people, mainly
in emerging markets, use this service to
high speed mobile broadband capability. send and receive money using their mobile phones. More on
page 20.
Partner markets
Partner markets extend our reach outside our equity investments by entering into a partnership
agreement with a Local mobile operator, enabling a range of our global products and services to be
marketed in that operators territory. Under the terms of these partner market agreements we
cooperate with our partners in the development and marketing of certain servicesand products.These
partnerships create additional revenue through fees paid by the partners for access to
VodafoneGroup products, servicesand
our brand portfolio without the need for equity investment.
As part of the agreement for the sale of Vodafones interest in SFR to Vivendi, we have entered
intoan agreement with SFR which will continue our commercial cooperation and willallowus to
continue to deliver cross-border services to customers across the major markets of western Europe.
Over 40
Partner markets




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Vodafone Group Pic Annual Report 2011 5
Our mobile subsidiariesand joint venture Our subsidiariesand joint ventures in AMAP
in Europe operate underthe brand name operate undertheVodafone brand, or in the
Vodafone and our major fixed Line businesses case of Vodacom and its mobile subsidiaries, operate
asVodafoneor in the case of Italy asVodacomandGatewaybrands. In India
as TeleTu or in Spain as Tele2. we operate as Vodafone Essar. Our associate
in Kenya operates as Safaricom.
2.5% decrease 20.0% growth
Revenue £32.0t>n
(2010:£32.8bn) (2010:£11.1bn)
9.8% decrease 55.5% growth
Adjusted operating profit(1) £5.7bn £1.3bn
(2010:£6.4bn) (2010:£0.8bn)
stable 6.2% growth
Capital expenditure"' £3.7bn £2.2bn
(2010:£3.7bn) (2010:£2.1bn)
9.2% decrease 53.7% growth
Operating free cash flow(1) £7.5bn £2.4bn
(2010:£8.2bn) (2010:£1.6bn)
Mobile customers by market(2) MiLLions .
MiLLi°ns
Germany 36.7India 134.6Italy 23.4Vodacom 43.5
UK 19.1 Egypt 31.8
Spain 17.3 Australia 3.6
Turkey 16.8 Ghana 3.0
Romania 9.2 New Zealand 2.5
Portugal 6.1 Qatar 0.8
Netherlands 5.0 Fiji 0.3
Greece 3.9 Total 220.1
Czech Republic 3.2
Notes: -y^Vodacom consists of:
(DThesumoftheseamountsdonotequaLGrouptotaLsdue ^±- SouthAfrica 26 5
to Non-Controlled Interests and Common Functions and Ireland 2.2 :r~r
. :~tt~Tanzania 8.9ntercompanyelimmations. Albania 1 6
(2) Controlled and jointly controlled businesses. Excludes M ^ ^~Democratic
Republic of Congo4.2
3.4millioncustomersrepresentingtheGroupsshareof -Mozambique 3.1
customers inour Polish jointventure Polkomtel which Total 147.4 Lesotho0~8
s in our Non-Controlled Interests and Common Functions segment.
n addition to the above, our associate Safaricom had 6.9 million mobile customers based on our
percentage ownership.
Non-ControlledlnterestsarebusinessesinBusiness Country Ownership at 51 Ma rch
2011 C~7AY\r\
which we have an equity interest but do not Verizon Wireless US 45.0% t/iTUl
havemanagementcontrol.Weaimtomaximise Agreed proceeds
cpD FranrpAA O0/^
thevalueoftheseinterestseitherbygenerating r^J name HH,U^°
fromthesaleof
liquidityorincreasingfreecashflow.Duringthe Polkomtel Poland 24.4% Non-Controlled
yearwesoldourinterestsinChinaMobileand ,,,- .., 4.,,, ... . .Ma  Interestsi.
,^ , .. ..,_,,,,., . BhartiAirtel India 4.4%u SoftBankandmApnl2011 weannouncedan
agreementtosellour44%interestinSFR. China Mobile China Sold5
SoftBank Japan SoldM> Common Functions primarily represent the
resultsofthe partner marketsand the net result Notes:
ofunallOCatedcentralGroupCOStS.(1) SaleannouncedinApril2011.
(2) Indirect interest.
(3) We previously held a 3.2% interest in China Mobile Limited.
(4) Our interests previously included loan notes and receivables issued by SoftBank.




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6 VodafoneGroup PicAnnual Report 2011



Chairmans statement
lleaveVodafone Dividend per share (pence)
with huge optimism ^^^ ^^H^^hfor its future
2009 2010 2011
Improving operational performanceshareholder return for the year was 23%, compared to 8% for
After the macroeconomic shocks of the previous financial theFTSE100.
year and the business challenges that accompanied them,
our overall operating environment did not deteriorate further Tax policy
during theyear. Most markets saw economic growth recover, During the year, the Group has been
involved in two high
although southern Europe remained weaker. profile tax cases in the UK and India. Our tax policy is
straightforward: we pay taxes that are due in the countries
Within this context, the Group has performed well. Weachieved where we make profits or record
capital gains in line with the
organic service revenue growth of 2.1%<*>, a significant change
prevailing legislation of those jurisdictions, in momentum from last years 1.6%(,)
decline.
Our people
Our adjusted operating profit was up 3.1% at £11.8 billion, I am proud to say every year that our
people all around the
reflecting a stable performance in our controlled operations world are absolutely committed to
serving our customers
and strong growth in the contribution from Verizon Wireless, and are often the difference between
Vodafone and our
our US associate. competitors. However, this year I must highlight the
extraordinary commitment and dedication shown to
Data has been the key driver of growth over the last year. Our maintaining services to customers in
two of our markets
customers around the world are increasingly drawn to the in extremis, experience of the mobile
internet and related services.
Organic data revenue growth was 26.4%<*> achieved through In Egypt, our
employees risked their personal safety in a very
combining increasingly disciplined pricing structures with a volatile environment to keep the
network up and running at
broad range of devices and a network with a deserved a time when mobile communication was more
important
reputation for market-leading speed and reliability. than ever, keeping the voice network outage to
less than
24 hours. We have continued to make substantial investments in our
infrastructure to maintain our advantage over our peers, with a In New Zealand, our people
responded magnificently to the
total capital expenditure outlay of £6.2 billion during the year, earthquake that devastated
Christchurch in February 2011.
The Group, however, remains highly cash generative, with free They ensured network coverage was
maintained 24 hours a
cash flowfortheyeartotalling £7.0 billion. day despite major power outages and structural damage,
and
managed unprecedented levels of demand as the mobile
Delivering value from non-controlled interestsphone became the primary means of communication for
the
The Board remains committed to achieving full value from people of Christchurch and the rescue
services. The team
the non-controlled interests within the Group. This has been worked around the clock to ensure the
safety of our own staff
an ongoing process, starting with the disposals of our and to provide temporary stores and
subsidised packages to
interests in Belgacom and Swisscom five years ago, but support customerscommunications needs,
inevitably pausing during the financial crisis when asset
prices were depressed. During the year, we successfully The Vodafone Foundation
disposed of our holdings in China Mobile Limited and We have continued to fund the good work of the
Vodafone
SoftBank, generating proceeds of £7.4 billion. Just after the Foundation. Through the Vodafone
Foundation and our
year end, we were pleased to announce the sale of our 44% network of national affi
liate foundations
we support
interestinSFR.thenumbertwomobileoperatorinFrance. communities and societies in the countries in
which we
operate. In this financialyear we invested a total of £50 million
Increasing shareholder returnsin foundation programmesand social causes. This time last year the
Board put in place a target to growtotal
dividends per share by at least 7% per annum over the Our World of Difference programme is now in
20 countries
following three years, and I am pleased to announce a 7.1% and has so far enabled 1,500 people to
take paid time to work
increaseinthefinaldividendfortheMarch2011 year.givinga for a charitable purpose of their choice in
their own
total payout for theyear of 8.90 pence. community or in a developing country.
In addition, from the proceeds from our portfolio Our Mobiles for Good programme, combining our
rationalisation, we have committed £6.8 billion to share technology with our giving, saw the launch
of Instant
buyback programmes. Combined with the dividend, this Network, a partnership with Telecoms Sans
Frontieres which
takes total committed shareholder returns during the year enables a network to be deployed from
three suitcases,
to £15.7 billion, or 17% of our market capitalisation at
covering10sqkmforusageofupto12,000people.Fieldtrials
31 March 2011. Including share price appreciation, our total are currently underway.




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Vodafone Group PicAnnual Report 2011 7
Vodafone total shareholder return
(2011 financialyear)
FTSE100 total shareholder return
(2011 financialyear)
Vodafone share price vs FTSE 100
 Vodafone (share price in pence)  FTSE 100 index 200 7000
180 xl!L~*y fcA. ^! 625°
120 4000
1 Apr 10 1 Jun 10 1 Aug 10 1 Oct 10 1 Dec 10 1 Feb 11 1 Apr 1
Acrossthe Group we continue to promote text giving, enabling mobile networksthatlead the
industryforspeedand reliability,
our customers to give money simply and free of charge
Thiswillbecrucialascustomersexpectationsgrowinlinewith
to support charitable appeals following disasters. Using this their data usage, platform we raised
over NZ$1.3 million for the Red Cross to
supportthepeopleofChristchurch. Furthermore, we have continually assessed the risks and
opportunities of having capital deployed in some of our
The Boardnon-controlled interests. This is particularly true of Verizon
During the year the Board appointed Renee James as a Wireless, from which we have not received a
dividend (other
non-executive director. Renee is Senior Vice President and than tax related dividend receipts) for
six years. It would
General Manager of the Software and Services Group for arguably have been easier to sell our stake
along the way, but
Intel Corporation. She joined the Board in January 2011 and it our decision to remain invested has
been strongly vindicated
is clear that her industry knowledge and expertise will make by its exceptional operating
performance and strong cash
a strong contribution to the Group through another period
generation,whichhaveledtoasignificantincreaseinthevalue
of rapid technological change. of the asset.
The Board welcomed the publication in February of the Our approach has led to strong returns to
shareholders over
Davies Review on Women on Boards and, in line with its the last five years. Total shareholder
return since July 2006
recommendations, it is our aspiration to have a minimum has been 85%, compared to 22% for the FTSE
100 and 6% for
of 25% female representation on the Board by 2015. The theMSCIGlobalTelecoms Index. Financial
Reporting Council is currently consulting on
changes to the UK Corporate Governance Code including I am delighted to welcome Gerard Kleisterlee
as Vodafones
a recommendation that companies adopt a boardroom new Chairman. As CEO of Philips, Gerard spent ten
successful
diversity policy; we expect to comply with any such years at the helm of an international consumer
technology
recommendation. The Board recognises the importance of business, and the Group is certain to make
continued good
gender balance throughout the Group and continues to progress under his stewardship. I wish him,
and the Group, all
support our CEO, Vittorio Colao, in his efforts to build a thebestforthefuture. diverse
organisation. Further information can be found in the Corporate Governance section of this report.
After five years as Chairman I am retiring from the Board at :J
the AGM in July. It has been a privilege to chaira Board of such f^~"^5? jC
diverse and rich experience, and to help steer the Group
through the challenges of a dynamicindustryandan uncertain Sir John Bond
economic environment. Chairman
As a Board, our goal has always been to make the right decisions based on the long-term
opportunities for the business. As a result, we now have an established presence in a number of
emerging markets that offer attractive potential for sustained growth; and our commitment to
maintaining investment throughout the economic cycle means we have




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8 VodafoneGroup PicAnnual Report 2011



Mobile telecommunications industry
An industry with 5.6 billion customers with growth driven by increasing global demand for data
services and rising mobile penetration in emerging markets
Revenue and customers Competition and regulation
¦ The mobile industry generates around ¦ There are typically between three to five mobile US$900
billion of annual revenue and accounts network operators per market, although in
for around 1.5% of world GDP. some markets, such as India, there are
¦ There are 5.6 billion mobile customers which is considerably more.
equivalent to around 80% of the world population. ¦ Regulators continue to seek to impose policies
¦ Approximately 75% of mobile customers are in to lower the cost of access to mobile networks,
emerging markets such as India and China.
Mobile services account for around 60% of The telecommunications industry is competitive with
telecommunications revenue with the remainder coming consumers having a large choice of mobile and
fixed line
from fixed. Within mobile the majority of income comes operators from which to select services.
Newer competitors,
from voice calls in mature markets such as Europe. However, including handset manufacturers,
internet companies and
the fastest growing revenue segment is data services software providers, are also entering the
market offering
such as access to the internet through laptops, tablets integrated communication services,
andsmartphones.
Industry regulators continue to impose lower mobile
The number of mobilecustomersfarexceedsotherformsof termination rates (the fees mobile companies
charge for
electronic communication. Only 1.3 billion people have calls received from other
companiesnetworks) and lower
fixed line telephones, 2.1 billion have access to the internet roaming prices. and 1.2 billion have
televisions.
The combination of competition and regulatory pressures
The mobile proportion of voice calls has increased overthe contributed to a 10% decline in the
global average price per
last five years and now accounts for 82% of all calls made, minute in the 2010 calendaryear.
However, price pressures are
with the remainder over fixed lines, reflecting the benefits being partly offset by increased
mobile usage leading to a 6%
of mobility, lower cost handsetsand cheaper calling plans. increase in mobile service revenue
overthesame period.
Mobile customers Mobile penetration
March 2011: 5.6 billion (%) March 2011 (%)
The industry data on pages 8 and 9 has been sourced from Wireless Intelligence, Strategy Analytics,
Merrill Lynch, Informa WCIS and CISCO.




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Vodafone Group PicAnnual Report 2011 9
A growing industry^^^^^^^^^
Data traffic has more j
than doubled year- | ^^_J  ^^m ff!^_^_
on-yeardue to usage | i I]W^_ ^mEmHs/StM
of smart connected ^*"-1^"^ JT ! [ I
devices and significant I ^fc- H ^^¦¦I
progress in mobile *.-¦¦ ^^^^M^^^^^Ktf ^t^^ .>. ^""^(^
Mobile data and networks Emerging markets
¦ Mobile data traffic is driving revenue growth. ¦ Mobile phone usage continues to grow rapidly.
¦ Network speeds are increasing dramatically ¦ Data represents a significant growth opportunity,
because of improving technology.
¦ The pace of product innovation remains high.
In 2006 data accounted for 3% of industry revenue, in 2010
Thenumberofcustomersusingmobileservicesinemerging
it reached 13% and by 2014 it is expected to be 21%. Demand markets such as India and Africa has
grown rapidly over
is being driven by the widening range of smart connected the Last ten years, increasing by over 17
times, compared
devices, such as mobile broadband sticks, smartphones and to nearly 130% in more mature markets
such as Europe,
tablets, greater network speeds and an increased range of The key driver of growth has been a
fundamental need
applications with greater functionality. Smartphone sales for communication services against a
background of often
grew by 66% in the 2010 calendar year, compared to a 16% low quality alternative fixed line
infrastructure and strong
increase in the 2009 calendar year, and are expected to economic growth, continue to grow due to
lower entry prices, device innovation
and attractive applications. Most of the future growth in mobile customers is
expected to continue to be in emerging markets where
Todays 3G networks offer typically achieved data download mobile penetration is only around 70%
compared to
speeds of up to 4 Mbps which is around 100 times faster than approximately 130% in mature markets
such as Europe,
that delivered by 2G networks ten years ago. The industry has supported by the expectation of
continued strong
recently begun to deploy 4G/LTE networks which will provide economic growth, typically achieved
rates of up to 12 Mbps, depending on the
capabilityofthedevicesandthenetwork. Data also represents a substantial growth opportunity in
emerging markets both in terms of mobile broadband and
Device innovation is a key feature of our industry. Recent mobile internet services. It is being
driven partly by the lack
developments include femtocells which enhance customers of fixed line broadband infrastructure but
also by locally
indoor 3G signals via a fixed line broadband connection and relevant content and services in local
languages, and
mobile Wi-Fi devices which allow customers to share their software innovations that give customers
a high-quality
mobile broadband connection with others. mobile internet experience on affordable handsets.
Mobile data demand is being accelerated by devices Emerging market customer growth will be driven
by
and network improvements rising mobile penetration and GDP growth
¦ Market customers growth
2006 2010 (2010-2014 estimated cumulative annual growth rate) (%)
Smartphone share of industry handset 18%
shipments (%) 8 21 ^^^^^^^^h
Typically achieved data download
speeds (Mbps) 2.2 4 I
6% 1A I
South Africa Egypt India
The industry data on pages 8 and 9 has been sourced from Wireless Intelligence, Strategy Analytics,
Merrill Lynch, Informa WCIS and CISCO.




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10 VodafoneGroup PicAnnual Report 2011

Chief Executives review

We are gaining or holding market share in most of our major markets and are Leading our
competitors in the drive to migrate customers to smartphones and data packages.
Financial review of the year Europe
We have performed well this year, combining a better
OrganicservicerevenueinEuropewasdown0.4%<*)duringthe
operational performance with good strategic progress, year and down
0.8%<*> in Q4. This represents a good recovery
Organic service revenue growth improved during the year, on last year (-3.8%)(,) and is
the result of two different trends:
with a strong result from emerging markets and signs of the more stable economies of northern
Europe (Germany, UK,
renewed growth in some parts of Europe. Netherlands) were up 2.7%<*>,
while the rest of Europe was
down 2.9%<*> as a result of the ongoing macroeconomic
Customers have adopted data services in increasing numbers, challenges. Data revenue growth
continued to be strong, but
as smartphones proliferate and the tablet market begins
wasoffsetbycontinuedvoicepricedeclinesandcutstomobile
to take off. Our network investment is becoming a key termination rates CMTRs). differentiator, as
we are leading the migration to smartphones
in most of our European operations. Through this and our Organic adjusted EBITDA for Europe was
down 3.7%<*>and
continued stronger commercial focus, we are growing our the adjusted EBITDA margin fell 1.7
percentage points as a
market share again in most of our markets. result of the decline in revenue, ongoing competitive
activity and higher commercial costs as we accelerated
However, markets remain competitive and the economic smartphoneadoption, environment, particularly
across southern Europe, is
challenging. We continue to keep a tight rein on costs AMAP
and working capital, allowing us to maintain our levels Organic service revenue growth in AMAP was
9.5%<*>,
of investment while again delivering a strong free cash accelerating through the year to a level of
11.8%(*) in Q4. Our
flow performance. two major businesses, India and Vodacom, reported growth of
16.2%(,) and 5.8%(,) respectively. Our performance in India has
Group revenue for the year was up 3.2% to £45.9 billion, with been driven by increasing voice
penetration and a more stable
Group service revenue up 2.1%<*> on an organic basis and up
pricingenvironment.lnSouthAfrica.Vodacomcontinuestobe
2.5%<*> in Q4. Group adjusted EBITDA margin fell 1.1 percentage highly
successful in promoting data services, points, reflecting continuing weakness across southern
Europe, higher growth in lower margin markets, and the Organic adjusted EBITDA was up
75%<*> with adjusted EBITDA
increased investment in migrating customers to higher value margin falling 0.6 percentage points.
The two main factors
smartphones.Asaresult,adjustedEBITDAfell0.4%year-on-year. behind the margin decline were the
adverse impact from
higher recurring licence fee costs in India and the change in
Group adjusted operating profit rose 3.1% to £11.8 billion, at regional mixfrom the strong growth
in India, the top end of our guidance range after allowing for currency
exchange rate movements and despite the additional costs Verizon Wireless
incurred by Verizon Wirelesss iPhone launch. The main Our US associate, Verizon Wireless, has
continued to perform
drivers were good growth in the Africa, Middle East and Asia strongly. Organic service revenue was
up 5.8%(,) and adjusted
Pacific region (AMAP) and a strong performance from EBITDA was up
6.7%< *>, with good growth in customers and
Verizon Wireless. strong data take-up. In Q4, Verizon Wireless launched a CDMA
version of the iPhone, ending the exclusivity of its main
We recorded impairment charges of £6.1 billion relating to competitor. Our share of profits from
Verizon Wireless
our businesses in Spain, Greece, Portugal, Italy and Ireland amounted to £4.6 billion, up
8.5%(,). which were primarily driven by higher discount rates given
sharply increased interest rates. The impairment in Spain Delivering a more valuable Vodafone
representedapproximatelyhalfofthetotal. In November 2010 we announced an updated strategy
designed to build on the progress made during my first two
Free cash flow was £7.0 billion, at the top end of our medium- years as CEO. There are four main
elements to the strategy to
term guidance as a result of our continued financial discipline builda more valuable Vodafone: and
a strong working capital performance. Capital expenditure
was £6.2 billion, broadly flat on last year and in line with our ¦ Focus on key areas of growth
potential;
target, as we focused on widening our data coverage and ¦ Delivervalueandefficiencyfromscale;
improving network performance. ¦ Generate liquidity or free cash flowfrom non-controlled
interests; and
Adjusted earnings per share was 16.75 pence, up 4.0% on last ¦ Apply rigorous capital discipline to
investment decisions, year, reflecting higher profitability and lower shares in issue
as a result of the ongoing £2.8 billion buyback programme. I am pleased to say that we are making
good progress in
The Board is recommending a final dividend per share of each area. 6.05 pence, to give total
dividends per share for the year of 8.90 pence, up 71%year-on-year.




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##### Table of Contents



VodafoneGroup PicAnnual Report 2011 11
Group organic service revenue growth(%)
2.1 (
(0.3) |^^A M S
¦ fcM ,
2009 2010 2011 M// ¦
Focus on five key areas of growth potentialshareholder, for £6.8 billion. These three transactions
Mobile data:data revenue was up 26.4%<*> year-on-year to
crystallisedsignificantvalueforshareholders.with£6.8 billion
£5.1 billion, and now represents 12.0% of Group service of proceeds being committed to share
buyback programmes.
revenue. We have continued to increase the penetration of
smartphones into our customer base as these are a key driver Applying rigorous capital discipline
of data adoption. to investment decisions
We continue to apply capital discipline to our investment
Network quality is absolutely central to our data strategy and decisions. We apply rigorous
commercial analysis and
we have made further significant investments over the last demanding hurdle rates to ensure that
any investment or
12monthstoimprovethespeedandreliabilityofourcoverage. corporate activity will enhance shareholder
returns. We will
Based on third party tests performed in 16 of our main 3G continue to undertake regular reviews of
Vodafones entire
markets, we rankfirstfor overall data performancein 13 markets, portfolio to ensure thatwe optimise
value for shareholders.
Enterprise:revenue in the overall European enterprise Prospects for 2012 financial year
segment was up 0.5%<*> year-on-year and represented 29.5% We enter the
new financial year in a strong position. We are
of our European service revenue. Within this, Vodafone Global gaining or holding market share in
most of our major markets,
Enterprise, which serves our multinational customers, and are leading our competitors in the drive
to migrate
delivered revenue growth of around 8%<*> thanks to some customers to
smartphones and data packages. We will
important customer wins and increased penetration of continue to focus on our key growth areas of
data, enterprise
existing customer accounts. This market offers attractive and emerging markets, while maintaining
investment in
growth opportunities, as multinationals and smaller networkqualityandthedevelopmentofnewservices.
companies alike look not only to manage costs but also
to move to converged platforms and improve mobile However, we continue to face challenging
macroeconomic
connectivityfortheirworkforces. conditions across our southern European footprint, and we
expect further regulated cuts to mobile termination rates to
Emerging markets:the Group has an attractive level of have a negative impact of about 2.5
percentage points on
exposure to emerging markets where penetration is lower service revenue growth in the 2012
financialyear. and GDP growth higher than in the more mature markets of
western Europe. The Group adjusted EBITDA margin is expected to continue to
decline, albeit at a lower rate than in the 2011 financial year.
Total communications:we continue to develop our fixed The main driver is the persistent revenue
decline in some of
Linecapabilitiestomeetourcustomerstotal communications our southern European operations, needs
beyond mobile connectivity. Revenue from our fixed
Lineoperationsamountedto£3.4billion,up5.2%<*)year-on-year. Adjusted
operating profit is expected to be in the range of
£11.0 billion to £11.8 billion, reflecting the loss of our
New services:machine-to-machine platforms CM2M),
£0.5billionshareofprofitsfromSFRasaresultofthedisposal
mobile financial services and near-field communications, ofour44%interest. among other new
services, all offer potential for incremental
growth. During the year we made good progress in our Free cash flow is expec
ted to be in the range
of £6.0 to
M2M business and continued the growth and expansion of £6.5 billion, reflecting continued strong
cash generation
our mobile money transfer platform, which now has over offset by the £0.3 billion reduction in
dividends from SFR and
20 million customersand is currently being trialled in India. China Mobile Limited in the 2012
financial year, and the more
limited working capitalimprovementsavailablegoingforward.
Deliver value and efficiency from scaleCapital expenditure is expected to be at a similar level to
last
The current composition of the Group has enabled us to yearonaconstantcurrencybasis. increase
efficiency and achieve favourable comparable cost
positionsinmanymarkets.Duringtheyearwealsoestablished We are well positioned to continue to deliver
value to
a more formal relationship with Verizon to leverage our shareholders through the achievement of our
medium-term
purchasing poweracrossa wide range of suppliers. targets for revenue, free cash flow and dividend
growth; our
commitment to investment in profitable growth areas; and our
Generate liquidity or free cash flow fromclear capital discipline.
non-controlled interests¦ t/ ,
Duringtheyearweagreeddisposalsofour3.2%stakeinChina . 7/
Mobile Limited and our SoftBank interests for a total cash V^J^_ t/V
consideration of £7.4 billion. Subsequent to the year end, **
we announced the sale of our44% holding in SFR, the number Vittorio Colao
two mobile operator in France, to Vivendi, the majority Chief Executive




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##### Table of Contents



12 Vodafone Group PicAnnual Report 2011




Strategy in action

Our new strategy is delivering a more valuable Vodafone
Focus on key areas we aim to deliver organic service revenue growth of 1 -4% per
^^^frf^k of arowth DOtentiaLyearuntiltheyearending31March2014.Weseefivekeyareas
\r^^^l of growth potential:
,,.v^^^ -i £^*m..L More on pages 14 to 24 ... ... ..
r. M;^ *V !Bkrw ¦ mobile data: accelerate mobile data growth opportunity;
        .^Pf^ ¦ ¦ emerging markets: increase mobile penetration and data adoption;
M^^ . ^^k ^^rM. ¦ enterprise: selectively expand growth segments;
p«iQMlm-Wi¦total communications: continue to develop the adoption
**^jB -^ of converged fixed and mobile services; and
*9¦ new services: expand into new growth areas including Br Jkmachine-to-machine and financial
services.
** ~P,ifr, v- Deliver value and We will continue to drive benefit from the Groups scale
-jpP^ *A.ffiB P9^* efficiencvfrom ^caleadvantage and maintain ourfocus on cost.We have favourable
^m^ fl^B^lPtcostpositionsinmanymarketsandintendtogeneratefurther
tjp,^Wlwu,r significantsavingsfromtechnologystandardisation,
t^ T{, p 3 off-shoring, outsourcingand platform sharing.
khG e ne rate liq u id ity We will seekto maximise the value of non-controlled interests
.  _^hor frPP ra«;h floweitherthroughgeneratingliquidityorincreasingfreecash
^"^^* ¦ lAli^Bflowinordertofundprofitableinvestmentandenhance
^ from non-controlled shareholder returns.
=ScABmk pius1- interests
More on page 26
^B ¦ Apply rigOrOUSWewillcontinuetoapplycapitaldisciplinetoourinvestment
_^ifl ranital di«;rinlinPdecisionsthroughrigorouscommercialanalysisand
        .\^ If \ ^demandinginvestmentcriteriatoensureanyinvestment
_^_ tO investmentin existing businessesoracquisitionswillenhancevalue
¦V^ decisionsfor shareholders.
p^p^S^I., __ We aim to maintain our low single A long-term credit rating.
^^^r-# More on page 27 a a 3
lew.
Notes:
(1) See Principal risk factors and uncertainties on pages 45 to 46 for more details on the risks
(2) Organic growth which presents performance on a comparable basis, both in terms facing our
business and Corporate governance  Risk management and Risk mitigation of merger and acquisition
activity and foreign exchange rates,
on page 59 for detail on how we manage and mitigate risk. (3) India, Vodacom, Egypt, Turkey, Ghana,
Qatar, and Fiji.




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Vodafone Group Pic Annual Report 2011 13
Our business in India has
grown from 28 million f
customers at the time of 73^ ^^-^^k.
acquisition in May 2007 | ^B^ (
to become our largest JjjIs -v
marketwith over ^^ c^
134 million customers ^K .-¦
at 31 March / JIHV ¦TTW^fi JP|?<T .\S>H^M
A number of factors may impact the prices Key revenue performance indicators121
we charge and therefore the revenue we 2009 2010 2011
receive including: Service revenue growth (0.3)% (1.6)% 2.1%
¦ competition; Data revenue growth 25.9% 19.3% 26.4%
¦ regulatory decisions and Legislation on Emerging markets service revenue growth13
6.4%M> 7.9% 11.8% mobile termination rates, international ~ : : ; ~ ., ,,.,,, ttt;
m,m;nn ,h,,^ ,n^ *« ^«ii,wiih, Europe enterprise service
revenue growth -l5) (4.8)% 0.5% roaming charges and the availability 1 _ f
and cost of spectrum; and Fixed line revenue growth 2.1% 7.9% 5.2%
¦ changes in macroeconomic conditions.
The net savingsfrom our cost efficiency Organic European operating expenses^^^^^»«
programmes may be impacted by inflationary (£bn) U ^^^^^En
pressuresandthevolumeoftrafficonour ES
networks which can affect our operating costs. Net savings will be used eitherto invest in
commercial activities or respond to competitor activity or retained for margin enhancement.
2009 2010 2011
Inthosebusinessesinwhichwehavea Dividends and sale proceeds from^^^^^^^
non-controlling interest, matters such as the non-controlled interests(£bn)
timing and amount of cash distribution may ¦ Dividend income from non-controlled
interests9
require the consent of our partners which can ¦ Cash received from the sale of non-controlled
influencetheleveloffreecashflowwereceive interests"' I
from that business. ^^^^^Rl I KQ I
2009 2010 2011
The returns we make on investments may be Return to shareholders(£bn)
impacted by competitor activity, regulatory ¦ Dividends paid
decisions and macroeconomic conditions ¦ Share buybacks ^^^^^^^
that affect our commercial position, financial
performanceandthemarketenvironmentin ^^B I
which we operate.
The cost of financing investmentand hence £15.7bn
the return on investment maybe influenced by Total returns to shareholders
changesin credit markets or our credit ratings. over the last three years.2009 2010 2011
Notes:
(4) Excludes India, Ghana and Qatar as these were not owned for the full financial year. (7) A
further £1.5 billion is expected be received in April 2012 from the sale of the Groups
(5) Information not available. interests in SoftBank.
(6) Excludes tax related dividend receipts from Verizon Wireless.




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##### Table of Contents



Mobile data: strategy
Our data revenue was up 26.4%(*)year-on-year
to £5.1 billion and now represents 12.0% of Group
service revenue. Network quality is central to
our data strategy and based on third party tests ^
performed in 16 of our main 3G markets, we
rank first for overall data performance in
13 markets.




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##### Table of Contents



Vodafone Group PicAnnual Report 2011 15
Focus on key areas of growth potential:
Mobile data-strategy
Samsung Galaxy Tab 10.1 vWe were the first operator to launch this Samsung tablet which uses
the Android 3.0 Honeycomb operating system to deliver mobile entertainment such as gaming, reading
eBooks or updating a social network status.
How the market is developing Approach
The fastest growing sector of the global telecommunications We already have a strong data position
in Europe thanks to our
market is mobile data. According to industry estimates, significant 3G investment, with over 66,000
3G sites providing
between 2010 and 2014 total global revenue from fixed voice high speed mobile data and 65% of our
3G network providing
will decline by US$70 billion, mobile voice will increase by theoretical downlink speeds faster
than 14.4 Mbps. Some of
US$24 billion, fixed data will increase by US$49 billion and
ourEuropeantargetsaresetoutinthetablebelow. mobile data will increase by US$138 billion (source:
IDC
WorldwideBlackBook2010). March20ii bt MaS
Mobile data penetration of our customer base in Europe is Number of 5G sites 66^000 9O000
around 37%, far higher than in developing countries such as Percentage of 3G network
India at around 18% which highlights the opportunities in at>14.4Mbps 65% 100%
emerging markets. Data usage growth on our networks has
been significant, growing by around 69%acrosstheGroup over
thelastyearcomparedwith25%forvoice. We have also launched commercial initiatives to encourage
mobile data use including: Mobile data demand is being accelerated by the wide range of
sophisticated devices available, including mobile broadband ¦ tiered pricing plans to give
customers more control sticks, smartphones and tablets, greater network speeds and (see page 19);
an increased range of applications. ¦ re-designing customer experience and support systems
to provide a better mobile data experience; Our objective is to deliver data faster, with the best
¦a multiplicity of data-enabled devices such as
experienceand more profitablysmartphones, tablets, low-cost handsets and USB
To accelerate the opportunities of mobile data we are sticks; and investing in: ¦ managing
smartphone and networkyields to deliver
profitable growth.
¦ network technologies to deliver the best network
experience; Typical achieved speeds in Vodafones network(Mbps)
¦ providing a better data experience to our customers ¦ Vodafones markets average through all our
customer channels; and ¦ Best competitor market average
¦ providing leading smart connected devices.
3.0
1.8
Downlink Uplink
Note:
(1) Europe region plus Egypt and Vodacom.
Source: Vodafone commissioned third party drive-by tests on data user
speeds (September 2010  January 2011).




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##### Table of Contents



Mobile data: technology
We have collaborated with our main suppliers to pioneer the development of single RAN base station
equipment which enables us to replace our existing 2G and 3G base stations with one solution which
also supports LIE, providing significant savings in energy consumption and maintenance, and
delivering improvements in capacity and coverage.




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##### Table of Contents



Vodafone Group PicAnnual Report 2011 17 Focus on key areas of growth potential: Mobile
data-technology Vodafone 3G station¦* kw^^bBranded as Vodafone
I Sure Signal in the UKa I femtocell that guarantees I a 3G signal and super-fast I mobile data
transfer where installed in homes:  also available for
enterprise customers. Network trialsAs part of a strategy to implement scalable and cost-effective
We always aim to deliver a market-leading customer self-build solutions we have deployed high
capacity ethemet experience and we use a third party to compare our networks microwave technology
and high bandwidth optical fibre with those of our major competitors. During the year we
transmission solutions. In Europe about 80% of our radio base benchmarked our 16 main 3G markets.
The results showed stations are served by self-built transmission (where we have that weare the
leading data services provider in 13 markets.On physically installed and own the infrastructure)
and over 20% average across the networks measured we were almost 40% are currently connected using
high capacity technologies, faster on data downlink than our best competitor and 40% faster on data
uplink, a resultachieved through our investment New services and capabilities engineeringin
extensive network upgrades and optimisation. We have consolidated the national IP networks in all
our major
markets into a single IP network giving us the ability to deliver Investing to increase coverage
high quality IPconnectivity to our customers.
Continued site deploymentAt 31 March 2011 we had over 66,000 3G sites in Europe, Investing to
improve cost efficiencyproviding 83% 3G coverage across our major European Yield management
capabilitymarkets.Thisrepresentsanincreaseofover8,500sitesduring We have been supporting the
improvement of 3G data the year. service quality by managing the operational effectiveness
of our network capacity.This enables us to optimise content Vodafone 3G stationand services as
well as manage our costs. We have improved
We have continued to introduce Vodafone 3G stations, also 3G data service quality in this way in 18
markets, known asfemtocells in our markets.These innovative devices deliver a personal 3G mobile
phone signal to customers Network sharingthrough a fixed line broadband connection, giving
coverage To reduce the cost of mobile network infrastructure, we to customers where mobile
operatorsare unable toprovidea have continued to use network sharing agreements with strong enough
signal. At 31 March 2011 Vodafone 3G stations other operators in all of our controlled markets,
with 70% of were in service in seven of our markets serving almost the new radio sites throughout
the Group being shared with 400,000 customers. other mobile network operators.
Investing to improve customer experience Single radio access network (RAN)
High speed packet access CHSPA) upgrades and green technology
We have continued to upgrade our HSPA networks with 65%of By 31 March 2011 we had installed over
9,000 of these new our European 3G network equipped with 14.4 Mbpstheoretical single RAN base
stations. We are also working hard to reduce peak downlink speeds or above and 90% providing 7.2
Mbps or our carbon impact through the wide-scale adoption of leading above theoretical downlink
speeds. Peak download speeds of edge green technology solutions. Across our markets we are up to
43.2 Mbps (downlink) and 5.8 Mbps (uplink) are now equipping our radio sites with advanced
carbon-efficient supported in several key traffic areas. These figures are
solutionssuchaswind.solarandfuelcelltechnologies. theoretical peak rates deliverable in ideal radio
conditions with no customer contention for resources. Research and development (R&D)
Our R&D ambition is to pioneer innovative services and Lon
g-term evolution CLTE)technology in
order to connect anyone and any device to one
During the year we commercially launched our 4G/LTE another and to the internet. We have introduced
six key technology in Germany and Verizon Wireless launched in programmes to achieve these
ambitions: networks of the the US. 4G/LTE can offer better performance than our current future;
smart charging; mobile location analysis; consumer 3G/HSPA technology while increasing network
capacity. electronics; automotive;andM2M.
High capacity backhaul upgradesOur focus over the next year will be on data and smart
To support the high speed data capabilities introduced across communication. We are also launching
an innovation centre our access networks we have upgraded our backhaul and in the US and have
strengthened our patent portfolio backbone transmission networks, which connect our base through
strategic patent filing activity in areas relevant to our stationstogether, to the latest high
bandwidth IPtechnologies. business interests.




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##### Table of Contents



Mobile data: customer experience, pricing and connected devices
We are enhancing our customer care, retail presence and online service to ensure that customers get
the best data experience. We are introducing data centric store formats and we now have 5,000
specialised data customer care representatives in Europe.




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##### Table of Contents



Vodafone Group PicAnnual Report 2011 19
Focus on key areas of growth potential:
Mobile data-customer experience, pricing and connected devices
1 Mobile Wi-Fi R201
A mobile Wi-Fi hotspot device that lets customers share their 3G mobile connectior with up to five
users at the press of a button.
Customer experience Smart connected devices
Toacceleratetheopportunitiesofmobiledataweareinvesting Our handset portfolio is key to our strategy
as it helps
in providing a better data experience to our customers differentiate us from the competition,
acquire customers and
through all channels. They interact with us through retail increase data usage.
stores, online, through our call centres and by our mobile
phones. We place great importance on multi-channel Smartphones and tablets
capabilities to make it convenient and easy for people to We aim to have the most attractive
portfolio in the market.
contact us. We have developed the online self service and Smartphones now account for 19% of the
total number of
sales function, and website visits have grown to approximately phones used by our customers in
Europe and this is expected
133 million a month. to grow strongly. We are also driving down the cost of
smartphones in order to make the data experience available
Most of our markets are able to propose individually relevant for lower income segments in both
European and emerging
offers, specific to a particular customer based on their usage markets. Examples of this are the
Android-powered Vodafone
patterns, and we are seeing as many as 50% of customers 845and945deviceslaunchedduringtheyear.
accepting them when offered. We are enhancing our billing
and customer management platforms to make it easier for We also aim to lead the tablet segment,
which is growing
people to have several Vodafone SIMs, subscriptions and rapidly. We were the first operator to
launch an Android
bundles, using different devices. We are also developing a
HoneycombtabletwiththeSamsungGalaxyTab10.1vandwe
single view of all our customers which will allow multiple havestartedtodistributetheAppleiPad2.
services used by a customer to be managed and presented on
a single bill. Vodafone branded handsets
We have developed a broad range of Vodafone branded
To better understand our customers satisfaction, we started handsets focused on mobile internet
experience and
to use net promoterscore (NPS)thisyearto measure to what design differentiation. The
Android-powered Vodafone 845
extent customers would recommend us to others. We are in and 945 are competitively driving mobile
internet further
a NPS leadership position in either consumer or enterprise into the prepaid segment. The Vodafone
553 accelerated
in over 60% of our markets. We are also implementing the widespread use of qwerty devices and
related
programmes in all our controlled markets to get direct messaging and social network trends.
Additionally, devices
feedbackfrom customers to help us improve service. such as the Vodafone 543 powered with Opera
Mini, enhance
mobile internet browsing experiences even on low
Pricingbandwidth connections. Tiered data pricing in Europe
We have introduced tiered data pricing to give customers more Other devices
control over their mobile data spend and therefore encourage During theyear we introduced the
Vodafone K4605 USB stick
mobile data use. Customers are charged for the amount of which provides theoretical peak data
download speeds of
data they use rather than a flat fee for a high level or unlimited 42.2 Mbps using 3G/HSDPA
technology and a 4G/LTE USB
use.Thebenefitsincludeprovidingsmallerandlessexpensive stick which has the potential for faster
download speeds,
allowances for people who do not use much data and better We also launched Vodafone WebBox (see
page 21 for further
cost management for higher users as well as optimising the information) and Vodafone
TV services
(see page 23 for
capacity of the data network. further information).
Data roaming Smartphone yield management
This year we launched a market leading smartphone roaming Evidence from our main markets shows that
smartphones are data plan that allows our European customers to use their driving incremental ARPU
uplift and longer customer life home data plan abroad for only 2 a day to access the internet,
times relative to non-smartphones. emails and applications, making data roaming easier and
more affordable. Acrossourmarketsweareworkingtooptimisethesmartphone
migration path by carefully managing how we allocate acquisition and retention subsidies,
managingoursmartphone portfolio, and maximising data attachment on smartphones and the penetration
of integrated tariffs. As data penetration and usage amongst existing customers grows, we are
introducing tiered data allowances.




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##### Table of Contents



20 Vodafone Group Pic Annual Report 2011
Focus on key areas of growth potential:
Emerging markets
Customer growth will be driven by rising mobile Development impact of products and services
penetration and GDPgrowthMobile services are a key driver of economic development in
The number of customers using mobile services in emerging emerging markets by increasing access to
communications
markets such as India and Africa has grown rapidly over the and mobile-enabled services. We
continued to market
Lasttenyears,increasingbyover17timescomparedtonearly Vodafone-branded competitively priced
handsets, selling
130% in more mature markets such as Europe. In the 2010
1.7milliondevicesduringtheyearinouremergingmarkets<2>. calendar year the Indian
mobile market increased by more
than 225 million customers, nearly four times the size of The uptake of Vodafone M-Pesa, which
brings financial
the UK population. The key driver of growth has been a services to people without bank accounts,
continued to grow,
fundamental need for communication services against a making an increasing contribution to economic
development
background of low quality fixed infrastructure and strong in communities that lack conventional
banking services. It
economic growth. now has over 20 million customers globally (11 million in
2010), who transferredaround US$500 million a month during
Most ofthe future growth in mobile phone users is expected to the year (up from US$300 million a
month in the previous
continue to be in emerging markets where mobile penetration financial year). We launched Vodafone
M-Pesa in South Africa,
is still only approximately 70% compared with around
QatarandFijiduringtheyear.bringingthetotaltosixmarkets,
130% in Europe, supported by the expectation of continued and began
pilotsinlndiawithlCICIBankandHDFC Bank, strong economic growth. We expect to see between 20 to 40
percentage points of additional penetration by 2014 in The Vodafone WebBox (see opposite) was
launched in
emerging markets01. South Africa in February 2011 and other markets will follow
inthe2012financialyear. Data is the next major opportunity
Data represents a substantial growth opportunity as only 19% Strong performance
ofouractivecustomersinemergingmarketsusedataservices We are either number one or two in six of our
seven
which isabout half the rate in Europe.There are two significant emerging markets based on revenue.
This years performance
opportunities. One is mobile broadband, helped by the lack of highlights include: a comprehensive
fixed broadband infrastructure in emerging
markets. Already in South Africa mobile broadband accounts ¦ increased revenue market share in
India and Turkey;
for around 90% of all broadband. The other is mobile internet ¦ data revenue growth of
43.8%<*> in Vodacom and 37.7%<*i which we are
driving by: in Egypt;and
¦ surpassing the 134 million customer mark in India, an
¦ enhancing the mobile internet experience through increaseof 34 million over the year, our Opera
Mini browser software which provides faster
page downloads; We launched 3G services in India in February 2011 and
¦ driving down the cost of internet enabled handsets anticipate that this will provide further
revenue growth powered by Opera Mini, with prices starting at US$45; opportunities going forward.
¦ low day-to-day micro pricing which allows the purchase of individual data services, for example
the download
        . . r Notes:
of a single ring tone; and (1) source: mforma was.
¦ locally relevant Content and Services in local languages.(2) India, Vodacom, Egypt,
Turkey.Ghana, Qatar and Fiji.




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##### Table of Contents



Vodafone WebBox Dji^UA Vodafone innovation bringing internet access to
a customers existing television set just by plugging in a keyboard with a built-in mobile SIM
card. It was Madeveloped specifically for customers in emerging
BmMMMmarkets where technology and cost barriers often
WBMexclude people from enjoying readily available
ftjjflflllBinternet access.




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##### Table of Contents



Machine-to-machine CM2M) services
Machine-to-machine communications, commonly known as M2M ortelemetry, enables devices to
communicate with one another via built-in mobile SIM cards. This allows key information to be
automatically exchanged without human intervention making it possible to reduce costs, and improve
efficiency and services to customers, for example, enabling drivers to upload and download
real-time information to their sat nav devices on traffic jams which can help reduce journey times
and save fuel.
Focus on key areas of growth potential:
Enterprise
Enterprise customers Multinational companies Mfe"^^*~~
Our enterprise customers range from small-office-home- Vodafone Global Enterprise manages the
communication ¦ jSiJ
office CSoHo) businesses and small to medium-sized needs of over 560 of our largest multinational
corporate  ~a| ^\\
enterprises CSMEs), through to large domestic and customers. It provides a range of managed
services  t»
multinational companies. Across the Group we have which bring together every aspect of a customers
tM^)^
34 million enterprise customers accounting for around 9% telecommunications infrastructure, both
fixed and mobile, l"*
of all customers and around 23% of service revenue. providing greater visibility and control of
expenditure. During
the year Vodafone Global Enterprise achieved organic ^^1
Selected expansion in growth marketsrevenue growth of around 8%<*>.
Newcustomersand renewed
SoHo and SMEcontracts thisyear included Unilever, Luxottica and Bosch. In Vodafone One Net
Our focus for SoHos and SMEs is to provide customers with March 2011 Vodafone Global Enterprise
received the HP Enables small and
integrated fixed and mobile communications solutions Supplier of the Year Award for its role in
delivering globally medium size business
where we host and maintain the entire service in the cloud to consistent managed mobility
services to Hewlett Packard. customers to combine help customers reduce costs and simplify
administration. theirfixed and mobile
Vodafone One Net for example, brings together fixed and In October 2010 we acquired Quickcomm and
TnT communications into
mobile communications in one system and now has around Expense Management, which are specialist
providers of a single service with
1.4 million end users in six markets. Through our partnership telecommunications expense management
services. The one number, one voice
with Microsoft we provide our customers with hosted acquisitions will strengthen our ability to
provide our mailbox and one bill.
email, conferencing and collaboration services in a single enterprise customers with greater
visibility and control over
package called Microsoft Online suite, which is now available their combined fixed lineand mobile
expenditure, in four markets.
In the area of health, Vodafone Global Enterprise is working
Domestic companieswith partners such as Novartis on innovative health projects.
For larger domestic companies we provide unified Further information is contained in Sustainable
business
communications solutions delivering integrated mobile and on page 30. fixed services, fixed voice
and data services, IP virtual private networks and network integration services.




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VodafoneTV
This is a new service, Launched in four markets,
that provides a wide range of content over the airwaves through a fixed Line broadband connection.
In Germany it is supplied through an innovative hybrid set-top box which delivers free and pay TV
channels transmitted by satellite, cable or broadband. It also provides on-demand films and TV
programmes, and other premium content.
Focus on key areas of growth potential:
Total communications
To meet customers total communications needs beyond immediately after purchase via the USB
broadband modem
just mobile we have developed our fixed line capabilities and then later with fixed broadband when
this has been
including voice calls and broadband data, to provide a full provisioned. During the year we have
enriched this product in
suite of services. We can integrate customers mobile and fixed our largest fixed markets (Germany,
Italy and Spain) through
Line communications into one service and provide related the integration of digital living network
alliance CDLNA)
services such as Vodafone TV. Enterprise customers in capabilities which facilitates the sharing of
digital media
particular have shown an increasing demand for receiving all between different electronic devices.
For example, a DLNA I
their communication productsfrom one company. compliant TV can operate with a DLNA compliant PC to
play
music or videos, or display photos. Approach Vodafone DSL Router
Our European strategy is to obtain long-term access to fast We have been offering triple play
services (fixed broadband, The DSL Router
fixed broadband to service high value customers in a capital voice and TV) in Portugal since 2009.
This year we increased comes complete with
efficient manner. Access is obtained through wholesale our presence in the home TV market by
launching services in a Vodafone Mobile
agreements, partnerships oracquisitions. Italy, Spain and Germany. Broadband USB stick
so customers can have
Fixed services Application servicesinstant access to the
Fixed broadband and voice account for around 8% of
Weofferarangeoftotalcommunicationsapplicationsaswell internetwhiletheirfixed
ourservicerevenue.Wehavefixedservicesin13countrieswith as services for enterprise and consumer
customers. For broadband is set-up.
6.1 million fixed broadband customers at 31 March 2011, example Vodafone Always Best Connected
software enables
a 9.5% increase over the previous year. In addition, through customers to stay connected to the
internet on the best
Gateway, we provide wholesale carrier services in over 40 available connection wherever they are by
automatically
African countries. managing the switching between connection types including
mobile broadband, Wi-Fi and LAN. Vodafone PC Backup is an
Combining fixed and mobile servicesonline back-up and restore service that enables users to
The Vodafone DSL Router, now available in 11 markets, up remotely store data securely and
automatically via their
from six markets the previous year, combines mobileand fixed internet connection, broadband
services. This means customers can connect




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Mobile payments (an application of NFC)
Vodafone, ABN AMRO, ING, KPN, Rabobank and T-Mobile signed a Letter of intent this year to create a
joint venture company and introduce simple and secure mobile payments at checkouts in the
Netherlands. It is an early example of how Vodafone is leading the market for mobile payments in
partnership with other mobile network operators and major banks.
Focus on key areas of growth potential:
New services
We have strategically chosen to expand into a number of new Financial services
growth segments to create additional revenue and enhanced
VodafoneM-Pesaisnowliveinsixmarkets.Furtherinformation
customer experience that complement our core voice and is contained in Focus on key areas of
growth potential:
data products. Emerging markets on page 20.
Machine-to-machine CM2M) Near field communication CN FC)
M2M connections allow devices to communicate with one NFC allows communication between devices when
they are
another via built-in mobile SIM cards. This allows us to offer touched together or brought within a
few centimetres of each
services such as fleet tracking and asset management, remote other. We aim to make mobile phones
the preferred device for
monitoring of, for example, vending machines, cash machines most personal transactions including
payments, tickets, Vodafone Ad Plus
andbuildingmanagement.aswellassecurityandsurveillance. coupons, identification and the provision of
information. We in Romania allows
We are now serving around 5.3 million M2M connections have been developing mobile NFC standards
since 2006, have companies to access
around the world. Further information is contained in Focus conducted trials in several markets
and are now developing by SMS an opted in
on key areas of growth potential: Enterprise on page 22 and services and partnerships in
preparation for commercial customer base of up to
Sustainable business on page 30. launch in key markets. five million customers.
Research in Romania
Third party billing Mobile advertisingshows almost 58%
We work with third party content and service providers to We have an established mobile advertising
business in 18 of our customers like
simplify our customers experience when they purchase
countrieswithawiderangeofcapabilities.Thefastadoptionof to receive relevant
applications and content by letting our customers charge smartphone devices is promoting mobile as
an alternative adverts on their mobile
these services direct to their mobile account (charge to bill), channel to reach consumers and we
are collaborating
We provide a single technical interface to these providers to with other mobile network operators
to make the most of the / ¦»»» .. g
reach all our European customers and we plan to expand this potential of mobile advertising. 1
^^^¦H^^B
reachtootherpartsoftheworldoverthe2012financialyear. I ¦




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##### Table of Contents



Delivering cost efficiency from sharing resources
This year we established two shared service centres in India to provide quick, simple and cost
effective customer contact points for our technology and business operations and data services for
our finance and administration functions in seven European markets and across India. We expect to
gain significant benefits to help consolidate, standardise and optimise the way we run our
operations.
Deliver value and efficiency from scale
Against a background of continual price pressures due to Our achievements to date~7C\^l/
competition and regulation we continually seek to improve We have been taking advantage of the
large scale of our I \J/O
our cost efficiency. During the year we reduced our European networks. We are sharing base station
sites where this Newradiosites
operating costs by 4% on an organic basis, equivalent to makes commercial sense in order to reduce
site rental and deployed thisyear
saving over £140 million. We have used the savings to fund maintenance costs. We have also
renegotiated leases on most builtasshared
investment in customer facing activities and growth areas of our sites, are standardising the
technology we deploy, and sitestoreduce
such as data and enterprise services. have reduced the energy consumption of our sites and
operating costs
switching centres. We are reducing costs in maintenance and
Our cost advantagefieldactivitiesinparticularthrough outsourcing. C\ir\v
Based on external independent benchmarking we have \JVCI
favourable comparative cost positions in many markets. This We use the Vodafone Procurement
Company, the central Ol Ar\v^c\
reflects both our scale as one of the worlds largest mobile Group procurement function based in
Luxembourg, to t IH\yl I I
communications companies by revenue and our ongoing leverage our scale to achieve better prices,
more value and Reduction in organic
costfocus. drive standardisation across the business. We have further European operating
reduced costs by centralising the purchasing of handsets. Our costs due to our
cost position vs competitors [argesjzea[s0a[[OWSus to drive ethical, health and
safety, costsaving
Network: cost to carry a unit of data Top quartile position labour and environmental standards
with our suppliers and
Terminals: cost to purchase aLso t0 9et the
best rates on warehousing, inbound and
a handset"' Top quartile position outbound logistics, and repair costs.
General supplies12 4% better than our shared service centres in Hungary, India and
Egypt have
global benchmark allowed us to reduce costs as well as deliver better service.
Notes: Additionally, we have outsourced application development
(DATKearneyExecutiveSummaryReport. ancj majntenance to third party
providers on multi-year
(2) The Hackett Groups world class benchmarking. COmDetitive tenders




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##### Table of Contents



Verizon Wireless
In the US, our associate Verizon Wireless has continued to perform strongly. Organic service
revenue increased by 5.8%c*) Led by a 3.1% increase in the customer base to
88.4 million and strong data revenue growth driven by increased smartphone penetration. Verizon
Wireless launched 4G LTE services in December 2010 and began distribution of the iPhone on its
network in February 2011.
Generate liquidity or free cash flow from non-controlled interests
Non-controlled interests constitute around 40% (based on third Polkomtel~7Q0/
party estimates) of the value of the Groups assets. We aim to Polkomtel trades as Plus in Poland
and is a leading operator in «3 -7 /O
maximise the value of these interests either by generating Poland. Along with the four other owners
we are exploring Groupadjusted
Liquidity or increasing free cash flow in order to fund profitable optionsfora sale of the
business. operating profit from
investmentandenhanceshareholder returns. Verizon Wireless
BhartiAirtel(201036%)
Verizon WirelessBharti is the market leader in India. Following the purchase of
Verizon Wireless is our largest non-controlled interest, in which our controlling interest in
Vodafone Essar in India in 2007, we
we havean equity interest of 45%. Itisthe revenue marketleader sold 5.6% of our stake in Bharti in
2008 and retained a 4.4%
in the US and performed strongly thisyearwith service revenue indirect interest, growth of
5.8%(,). To create additional value we are working
closely with Verizon Wireless on several initiatives that leverage Sale of interests
our combined scaleand scope including purchasing of network In September 2010 we sold our 3.2%
interest in China Mobile
equipment, IT and services, technology enhancements and
Limitedfor£4.3billion.InNovember2010wesoldourinterests
propositions for multinational companies. We received around in SoftBank of Japan for £3.1 billion
and approximately half of
£1.0 billion in dividends this year, in relation to tax related the proceeds have been received to
date and used to reduce
dividend receipts (see Dividends from associates and to non- the Groups net debt.The remaining
proceedsare expected to
controlling shareholders on page 48 for further information), be received in April 2012. In April
2011 we announced the sale
which was substantially less than our proportionate share of of our44%interestinSFR, the second
largest mobile operator
Verizon Wireless free cash flow which shows the material in France, for £6.8 billion. The
transaction, which is subject to
opportunity forincremental returns. competition authority and regulatory approvals, isexpected to
complete during the second calendar quarter of 2011.
Proceeds from the sale of all of these interests are being used to reduce net debt and committed to
a £6.8 billion buyback of our shares of which £2.6 billion has been completed to date.




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Creating value for shareholders
We aim to increase shareholder returns through regular dividends and one-off returns. In 2009 we
established a target to grow total dividends per share by at least 7% per annum until the
financialyear ending 31 March 2013, and consistent with this, total dividends per share increased
by 7.1% in 2011 to 8.90 pence per share. In addition, we have committed £6.8 billion to buying
back our shares, of which £2.6 billion has been returned to date.
Apply rigorous capital discipline to investment decisions
Discipline of regular business reviews Selective acquisitions~7®/
We are focused on enhancing returns to our shareholders and When managing capital we also consider
whether to ISO
are therefore careful how we invest shareholders money. We strengthen the Group by acquiring other
companies to Targetannual
regularly review the cash needs of each of our businesses increase our operations in a particular
market. All potential increase in total
across the globe, taking into account their performance and acquisitions are judged on strict
financial and commercial dividends per share
competitive position. criteria, especially whether they would provide meaningful until March 2013
scale in a particular segment, the cost of the acquisition and
How we invest your moneythe ability to enhance the Groups free cash flow. For example, .. . .
Organic investmentin March 2011 we announced our intention to acquire LUW
We make capital investments, such as for new equipment BelCompany BV, the Netherlands largest
independent njrtol^ A
or spectrum, in our existing businesses to improve their telecom retailer, which will expand our
Dutch stores from jlI IU LC l\
performanceanddriveorganicgrowth. 86to296. Target long-term
credit rating Returns to shareholders Investment principles
We thoroughly review the best ways to provide returns to our All of our investments, whether in
existing businesses shareholders. We have a target of increasing total dividends or acquisitions,
are subject to rigorous commercial analysis per share by at least 7% a year until the financial
year ending and demanding hurdle rates (the minimum rate of return on an 31 March 2013. When we
have surplus funds we consider investment) to ensure they enhance shareholder returns. We
additional returns to shareholders through special dividends remain committed to ourtarget credit
rating of low single Afor or share buyback programmes. long-term debt as this provides us with a
low cost of debt and
good access to liquidity from financial institutions.




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28 Vodafone Group PicAnnual Report 2011



Key market review

Revenue trends continue to improve
¦ Group organic service revenue growth improved ¦ Service revenue growth in our Africa, Middle East
during the year, with a strong result from emerging and Asia Pacific region was 9.5*. Our two
major markets and encouraging signs of renewed growth businesses within this region, India and
Vodacom, in some parts of Europe. reported continued strong growth reflecting the
        . _ ajowij  benefits of rising mobile penetration in India and a
¦ In Europe service revenue was down 0.4%during ... .~ . . . . . ,
v . ... ..,. .. . , ..3 more stable pricing environment; and strong take-up
the year; however, this was significantly better than , . . .r . r. .. .,. 3
r
        . / , . .. ,, M/fl .: . ... of data services in South Africa.
last year s decline of 3.8%. We are seeing positive
revenue trends in the more stable economies of _ .. .. .. ,,,, , ..
        ,. . ,, .. ,.., .. ¦ See operating results on pages 34 to 38 for further
northern Europe such as Germany, the UK and the . . .,r , \r..r ,
.,,.., .... . . details of performance within each of our markets
Netherlands, while our remaining mature markets in . . .r
Europe, particularly those impacted by government 3 y
austerity measures, have seen declining revenue
growth. Turkey has seen significant revenue growth
this year, driven by improvements both in voice and
data revenue.
We have gained or held market share in most of our key markets
Germany¦ Excluding the impact of regulated ^^^^^^^
termination rate cuts, service revenue ^^^^^^h ^^^^^^h ^^^^^^^ Service revenue growth
(%)(,) 0.8 growth was 2.1%(,).
Adjusted EBITDA margin (%) ~1*A¦ Strong growth in enterprise segment (25)l
- due to significant customer wins. (3.5)
Operating free cash flow (£m) 2,297 m Our first market to launch 4G/LTE.
2009 2010 2011
ltdly ¦Increased market share in a challenging 1.2 ^^^^^^
economic and competitive environment. ^^^^^^H I
Service revenue growth (%)(,) (2.1) ¦ A 21.5% *increase in data revenue due
Adjusted EBITDA margin (%) ~^62to increased smartphone penetration.
- ¦ Nowwith 1.7 million fixed broadband (2.1)
Operating free cash flow (£m) 2,067 customers (on a 100% basis), up 29%. 2009 2010
2011
Spain ¦Extremely challenging economic ^^^^^^ ^^^^^^ ^^^^^^
environment and increasing
Service revenue growth (%)(,) (6.9) competitive pressure.
Adjusted EBITDA margin (%) ^qJ ¦ New integrated voice and data plans
(4,9) I
- to support smartphone adoption. (7.0) (6.9) Operating free cash flow (£m) 885_
m New management in place 2009 2010 2011
since April 2011.




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##### Table of Contents



Vodafone Group PicAnnual Report 2011 29
.
Ourstrong brand and
ncreased customer r^^l
focus, supported by Jfl^^BJ
our leading network
performance, is
driving our improved j£^M ^J^^^^^^^
performance. ^^H
Revenue by key market (%) Mobile service revenue market share (%)<1
^^^^ ¦ 2010
^rt ^ ¦ Germany ¦201
ft ^ltalV 54
¦ ¦ Spain ^^ 53<2;
^. UK 34 34 33 | ^_
w-s- ¦¦¦¦¦¦¦¦-.!¦
Germany Italy Spain UK India South Africa0-
United Kingdom¦ Significant year-on-year improvement ^^^^^^^
in revenue trends.
Service revenue growth (%)(,) 4.7 ¦ Data revenue increased 28.5%(,)due to
Adjusted EBITDA margin (%) ~2s7 increasing penetration of smartphones.(1.1)1 ¦
- ¦ Strong contract customer growth due(4.7)
Operating free cash flow (£m) 950_ to increased commercial focus.2009 2010 2011
India¦ Revenue growth improved through the (4)year as the customer base increased^^^^^^^
Service revenue growth (%)(,) 16.2 and price declines slowed.147 16.2
Adjusted EBITDA margin (%) ~25£¦ Fourthsuccessiveyearofgaining I ^^^H ^^^H
- revenue market share. ^^^^^^H ^^^^^^H ^^^^^^HOperating free cash flow (£m) 455_ ¦
Commenced 3G services in February 20112009 2010 2011
with 1.5 million customers by 31 March.
Vodacom ¦ Strong revenue growth led by increasing
demand for mobile broadband services.^^^^^^^
Service revenue growth (%)(,) 5.8 Launched Web Box service for., 58
Adjusted EBITDA mai.nn(%.i 55.7 internet access. I ^^^^M ^^^^B
- ¦ Continued network investment with over^^^^^^M^^^^^^M^^^^^^MOperating free cash flow
(£m) 1,559 3,200 base stations now 4G/LTE ready.2009 2010 2011
Notes: (3) Market share information relates to South Africa which is Vodacoms largest business.
(1) At31 March (2011 estimated). (4) This figure reflects pro-forma growth which is organic growth
adjusted to include acquired business for the whole
(2) Q3 2010 and Q3 2011 data; mobile total revenue share. of both periods.




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##### Table of Contents



Sustainable business

SustainabiLity underpins everything we do
Strategyour focus is on remote care services, including assisted Living H f\0/
Oursustainabilitystrategyhasthreecomponents: and condition management, saving costs and improving
+J\JsO
msustainable societies: helping create more sustainable patients quality of life, as well as
mobile-based services that C02reduction
societies by providing communication services to meet increase the efficiency of clinical trials.
In emerging markets target in developed
the needs ofpeople in emerging markets and facilitating we are using mobile to improve access to
medicine, for markets versus the
the transition to a low carbon society; example, SMS for Life, a supply chain management solution
2007 baseline by
¦eco-efficiency: cutting our carbon footprint in developed which helps clinics manage supplies of
malaria drugs. It has March 2020markets, reducing carbon intensity in rapidly growing successfully
improved stock management in Tanzania and
emerging markets and minimising other environmental is now being rolled out in other countries in
collaboration impacts; and with Novartisand other pharmaceuticalcompanies.
¦ ethical business: ensuring responsible, ethical and honest
behaviour throughout our operations and supply chain. Mobile communications, particularly M2M
connections, have
been playing a part in the transition to a low carbon society by Performance for the year
facilitating the development of smart energy grids and
Creating more sustainable societiesimproving the efficiency and emissionsfrom vehicle travel (see
Our networks, products and services have been making a
M2Mservicesseepage22).WehavebeenworkingwithBritish difference to
peopleslivesaroundtheworldandcontributingto Gas in the UK and Italgas in Italy to provide M2M
connections achieving the United Nations Millennium Development Goals, in homesforoverone million
smart meterstoallowconsumers
to monitor and reduce their electricity and gas use. Many of our innovative services, pricing plans
and products, such as Vodafone WebBox, Vodafone-branded handsets and Eco-efficiency
Vodafone M-Pesa are tailored to emerging markets. See Our total C02 emissions increased
by 62.6% to 1.96 million Focus on key areas of growth potential: Emerging markets tonnes
principally due to the inclusion of India, South Africa, onpage20forfurtherinformation. Ghana and
Qatar in our reporting, and were approximately
level against last year on a like-for-like basis. Our target is to Vodafone mHealth Solutions uses
mobile communicationsto reduce our absolute C02 emissions in developed markets by
improve the efficiency of healthcare. In developed countries 50% from the 2007 financialyear
baseline by March 2020, and




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##### Table of Contents



VodafoneGroupPlcAnnualReport2011 31
Instant Network
Vodafone Foundation and Group Technology worked M with Huawei and Telecoms
l^^^^B  Sans Frontieresto develops
|TjL^^^^^^^^^ portable GSM/EDGE mobile JI | fehnetwork that provides
^MI  ^finstant mobile coverage
i Jj   for emergency situations
¦ ¦f^^B  ^B; in under 40 minutes, which
- ; ^^^^^^^ fits into three suitcase-size
^^ boxes to be transported
by plane worldwide.
in emerging markets we are setting carbon intensity targets to Sustainability governance
reduce emissions per network node. The Executive Committee is ultimately responsible for our
sustainability performance and receives a formal update every
We are deploying more efficient equipment across our year, as does the Board. Each local market has
a sustainability
network, working with suppliers to develop more efficient management structure and a system for
monitoring
equipment, and using solar and wind power to generate performance and reporting to the Group. We
also influence
renewable energyforoff-grid base stations. and monitor the sustainability performance of our joint
ventures, outsourcing partners and other organisations with
Ethical businesswhichwework. Our business and sustainability strategies are underpinned
by our business principles and code of conduct which stress The Vodafone Sustainability Expert
Advisory Panel met
the importance of responsible, ethical and honest behaviour twice during the year to discuss
various issues. We engage
in everything we do. This means being a responsible a wide range of stakeholders, including
customers,
employer, maintaining the health and safety of our employees investors, employees, suppliers,
communities, governments
and contractors (see People on page 32), ensuring high and regulators, standards of labour and
environmental protection in our
supply chain, transparent and ethical business practices, clear Our 11th annualsustainability
report, which isassured by Ernst
pricing and maintaining a safe internet experience (including & Young LLP using the International
Standard on Assurance
child safety and privacy). In response to the proposed
Engagements(ISAE3000)tocheckadherencetotheAA1000
disclosure requirements on conflict minerals required by Account Ability Principles Standard
CAA1000APS), is available
the US Dodd-Frank legislation, we continue to strengthen our at
www.vodafone.com/sustainability. 16 local markets also
due diligence activities on the source and chain of custody of publish their own sustainability
reports, these materials. The issue of human rights and access to
communications has been brought into sharp focus by Key performance indicators11
continuing eventsin the Middle East and North Africa. 2011 2010 2009
Vodafone Group Social investment-
The Vodafone Foundation and its network of 27 local Energy use (GWh)
foundations continue to invest in the communities in which (direct and indirect) 4,117
5,278 5,044
Vodafone operates. Specific initiatives include Mobiles for Carbon dioxide emissions
Good projects which include the piloting of handsets for (millions of tonnes) 1.96 1.21 1.22
women at risk of domestic violence and an instant network
D«,rar,(,n.,,( »r,»^,.
Percentage of energy
which provides rapid network coverage for emergencies, sourced from renewables 19.42 25
19
Red Alert SMS fundraising services for emergency appeals
and its World of Difference programme which enables Number of phones collected for
individuals to take paid time to work for a charity of their reuse and recycling (millions)
1.25 1.55 1.55
choice for up to a year. We make grants to a variety of local Network equipment waste
charitable organisations meeting
the needs of their generated (tonnes) 7,475 5,870 4,944
communities. Total donations for the year were £49.6 million :
and included donations of £5.2 million towards foundation Percentage of network equipment
operating costs. waste sent for reuse or recycling 99 98 97
NJote: (1)These performance indicators were calculated using actual or estimatec data collected by
our mobile operating companies. The data is sourced frorr nvoices, purchasing requisitions, direct
data measurement and estimations where required. The carbon dioxide emissions figures are
calculated using the kWh/CO., conversion factor for the electricity provided by the national grid,
suppliers or the International Energy Agency and for other energy sources in each operating
company. The 2011 data includes India, Ghana, Qatar and South Africa but excludes all other Vodacom
markets. Our joint venture in Italy is included inallyears.




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##### Table of Contents



People
Our people are integral to building and sustaining our success
Organisation effectiveness and change Employment policies and employee relations Employees by
We employed an average of around 83,900 people worldwide Our employment policies are developed to
reflect local legal, location(%)
during the year and saw an increase in the percentage of cultural and employment requirements. We
aim to be ^^^^
women in senior roles, up from 14.5% to 16.5%. People recognised as an employer of choice and
therefore seek to ^^
numbers have changed in different areas of the business maintain high standards and good employee
relations
according to overall business strategy. For example: in wherever we operate. t/k
Vodacom head count was increased to support the growing ^3
enterprise businessand data; in India, we increased headcount Our goal is to create a working
culture that is inclusive for all.
to grow the business; in Ghana, to drive operational efficiency, We believe that having a diverse
workforce helps to meet the
we reduced headcount through redundancy and outsourcing different needs
ofourcustomersacrosstheglobe.An inclusive ¦ Germany
ofnetworkoperations,callcentresandfacilities;andintheUK culture and environment is one which
respects, values, ¦ Italy
we reduced back office roles and increased investment in celebrates and makes the most of the
individual differences ¦ Spair
customer facing activities. we each bring to Vodafone, to the benefit of our customers, ¦ UK
employees, shareholders, business partners and the wider ¦ India
We have also made a number of changes to our structure, communities in which we operate. We do not
condone unfair ¦ Vodacom
governance and accountabilities to help us concentrate on treatment of any kind and offer equal
opportunities in all Other
our main commercial and financial priorities. These changes aspects of employment and advancement
regardless of race,
includethecreationofaGroupCommercialunit.expansionof nationality, gender, age, marital status,
sexual orientation,
the role and scope of Group Technology to oversee all disability, religious or political beliefs.
This also applies to
operating companies, the consolidation of our regional agency workers, the self-employed and
contract workers who
structure into two distinct regions, plus reporting line changes work for us. In our latest people
survey, 87% of employees
to align teams more closely with theirfunctions. agreed that Vodafone treats people fairly,
regardless of their
gender, background, age or beliefs.




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##### Table of Contents



Vodafone Group Pic Annual Report 2011 33
Q7Qf\f\The main emphasis of our global diversity strategy has been plans and key individuals, and
at our monthly Executive
0+D)Js\J\Jon gender diversity and to increase the number of women in Committee meetings we discuss
the senior leadership roles. Average employeesmanagement positions which has risen to 16.5%.
Efforts to
increase the percentage further will continue during the A global graduate and recruitment
programme was introduced
2012 financialyear. Our second priority has been to increase with a target to hire 250-300 top
graduates across the Group
O Q talent from our emerging markets in Group roles and senior during the year. By 31 March 2011 we
had recruited 306. In
L- Jleadership positions. addition, we partnered with nine leading MBA schools in Europe,
Nationalitiesthe US, Africa and India to recruit 15-20 MBA graduates for key
in top seniorDuring the year we ran a series of two-and-a-half day diversity management roles.
management rolesand inclusion workshops for over 450 people from human
resources teams globally to support their senior leaders who Learning and capability development
had previously all attended inclusive leadership workshops in We are committed to helping people
reach their full potential
their local market. through ongoing training and development. People identify
and agree their development objectives with their managers
Health, safety and wellbeingevery year as part of the performance dialogue process. Local,
The health, safety and wellbeing of everyone affected by our functional and global learning
programmes are provided to
business activities has continued to be a high priority. The meet peoples development needs,
delivered through a blend
implementation of the Vodafone fatality prevention plan saw of classroom training, e-leaming,
coaching, mentoring and on-
a significant reduction, of 33%, in fatalities in India, Ghana and the-job experience. Turkey,
where there were 14 fatalities in those countries this
year compared with 21 in the previous year. Sadly, across the During the year we invested around
£55 million in training
Group 21 fatalities have occurred this year including four programmes. In our most recent people
survey, 72% of our
fatalities that occurred within the Vodacom Group operations, employees rated the opportunity to
develop the skills that
which are included in the Group figure for the first time this
theyneedtodotheirjobwellasgoodorverygood, year. The Vodafone fatality prevention plan has now been
rolled out across Vodacoms subsidiaries which has seen a Inspire, our global leadership
development programme for
reduction in fatal incidents to one in the last six months of the high-potential managers, is in
its fourth year. So far, 124 people
financial year. Out of the Group total 17 were third-party havecompletedtheprogramme. contractors
and four were Vodafone employees. Further
detailscan befoundintheGroups2011 sustainability report. Performance, rewardand recognition
We reward employees based on their performance, potential
As part of a more robust governance programme, we and contribution to the success of the business
and we aim
introduced external health and safety benchmark reviews, to provide competitive and fair rates of
pay and benefits in
These reviews evaluated health and safety management every country where we operate. We also offer
competitive
systems in several countries, including New Zealand, Czech retirement and other benefit provisions
which vary depending
Republic, Hungary, Romania, Vodacom South Africa and Egypt, on conditions and practices in local
markets.
Culture, communications and engagementGlobal short-term incentive plans are offered to a large
In October 2010 we carried out our sixth annual global people percentage of employees an
d global
long-term incentive
survey.The survey measures employeeslevelof engagement, plans are offered to our senior managers.
Both plans are paid
a combination of pride, loyalty and motivation and 90% of according to individualand company
performance, those surveyed responded. We achieved an overall employee
engagement score of 75 which means we have maintained a Key performance indicators
highscoreinemployeeengagementforthethirdyearrunning. 2011 2010 2009
Number of employees 83,862 84,990 79,097
Regular, consistent and open communication is fundamental ; ; ;
to high levels of employee engagement. Our people have Nationalities in top senior
access to information about our business through a global management roles 29 26 25
intranet.withlocaltranslationsandcontentwhereappropriate. Women in top senior
TheChiefExecutivecommunicatesdirectlywithallemployees management roles (%) 16.5 14.5 13.1
through regular team meetings, email and video updates and tttt:
this is reinforced by local chief executive communications in Employee turnover rates (%F 15 15
15
all our markets. Relevant performance and change issues are Notes:
alSO diSCUSSed With Our employees through team meetings,(1) Represents the average
number of employeesinourcontrolled and jointly
round table discussions or through elected representative ,,, controlled marketsduring the year
3 r (2) Based on our controlled markets and ourjointventure in Italy.
bodiesin some of the European countries.
Our culture is based on The Vodafone Way. All of our senior
Leadership team (approximately 250 people) have now been
through the Leading in The Vodafone Way workshop which
provides a picture of howThe Vodafone Way works day-to-day.
Local markets will roll out a similar programme for all their
managers. We have also created a community of change
Leads, senior leaders who meet regularly to identify what more ^^^^
canbedonetofurtherembedTheVodafoneWay. ^^te*_ Diversity and
inclusion
Talent and resourcing^ Our inclusive culture
Duringtheyearouremployeescontinuedtoperformatahigh t respects, values,
Level and we strengthened our leadership team. This was i \ j tj I celebrates and makes
achieved partly by introducing talent identification tools and bA^* ''^ the most of the
diversity
partly by investing in staff with high potential and helping \Hl.of our people.
them with their career planning and development. Quarterly ^B,  1 ,r J^W
talent reviews are held to discuss performance, succession H. .




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##### Table of Contents



34 Vodafone Group Plc
 
 Operating results
   (1)(2)
 Non-ControlledAfrica,
    
    
    Interests andMiddle East
    
    
    CommonEurope
    
    
    and Asia
    
    
    Functions(3)
    
    
    Eliminations
    
    
    2011
    
    
    2010
    
    
    % change£m
    
    
    Pacific £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(4)Revenue
    
    
    32,015
    
    
    
    13,304
    
    
    
    659
    
    
    
    (94
    )
    
    
    45,884
    
    
    
    44,472
    
    
    
    3.2
    
    
    
    2.8Service revenue
    
    
    30,097
    
    
    
    12,292
    
    
    
    412
    
    
    
    (63
    )
    
    
    42,738
    
    
    
    41,719
    
    
    
    2.4
    
    
    
    2.1Adjusted EBITDA
    
    
    10,823
    
    
    
    3,999
    
    
    
    (152
    )
    
    
    
    
    
    
    14,670
    
    
    
    14,735
    
    
    
    (0.4
    )
    
    
    (0.7
    )Adjusted operating profit
    
    
    5,726
    
    
    
    1,272
    
    
    
    4,820
    
    
    
    
    
    
    
    11,818
    
    
    
    11,466
    
    
    
    3.1
    
    
    
    1.8Adjustments for:Impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,150
    )
    
    
    (2,100
    )Other income and expense(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (72
    )
    
    
    114Operating profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,596
    
    
    
    9,480Non-operating income and expense(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,022
    
    
    
    (10
    )Net investment income/(financing costs)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880
    
    
    
    (796
    )Profit before taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,498
    
    
    
    8,674Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,628
    )
    
    
    (56
    )Profit for the financial year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,870
    
    
    
    8,618
 Notes:(1)
    
    The Group revised its segment structure on 1 October 2010. See note 3 to the consolidated
financial statements.(2)
    
    Current period results reflect average exchange rates of £1:1.18 and £1:US$1.56.(3)
    
    Common Functions primarily represent the results of the partner markets and the net result of
unallocated central Group costs.(4)
    
    Organic growth includes Vodacom at the current level of ownership but excludes Australia
following the merger with Hutchison 3G Australia on 9 June 2009.(5)
    
    Other income and expense for the year ended 31 March 2011 included £56 million representing
the net loss on disposal of certain Alltel investments by Verizon Wireless. This is included
within the line item Share of results in associates in the consolidated income statement.(6)
    
    Non-operating income and expense for the year ended 31 March 2011 includes £3,019 million
profit arising on the sale of the Groups 3.2% interest in China Mobile Limited. For further
details see Other significant transactions on page 49.
  Revenue
 (*)
 (*) (*) (*) (*) (*) (*) (*) (*)
 (*) (*) (*)
 Adjusted EBITDA and profit
  (*)
 (*) (*)
 (*)




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##### Table of Contents



Vodafone Group Plc 35
 Performance
  Net
investment income/(financing costs)
 2011
    
    
    2010£m
    
    
    £mInvestment income
    
    
    1,309
    
    
    
    716Financing costs
    
    
    (429
    )
    
    
    (1,512
    )Net
investment income/(financing costs)
    
    
    880
    
    
    
    (796
    )Analysed as:Net financing costs before income
from investments
    
    
    (852
    )
    
    
    (1,024
    )Potential interest charges arising on settlement
of outstanding tax issues(1)
    
    
    (46
    )
    
    
    (23
    )Income from investments
    
    
    83
    
    
    
    145Foreign exchange(2)
    
    
    256
    
    
    
    (1
    )Equity put rights and similar arrangements(3)
    
    
    95
    
    
    
    (94
    )Interest
related to the settlement of tax 
cases(4)
    
    
    872
    
    
    
    201Disposal of SoftBank financial instruments(5)
    
    
    472
    
    
    
    880
    
    
    
    (796
    )
 Notes:(1)
    
    Excluding interest credits related a tax case settlement.(2)
    
    Comprises foreign exchange rate differences reflected in the income statement in relation to
certain intercompany balances and the foreign exchange rate differences on financial
instruments received as consideration on the disposal of Vodafone Japan to SoftBank in April
2006.(3)
    
    Includes foreign exchange rate movements, accretion expense and fair value charges. Further
details of these options are provided on page 51.(4)
    
    The £872 million in the year ended 31 March 2011 relates to the settlement of a tax case and the
£201 million in the year ended 31 March 2010 relates to the settlement of the German tax loss
claim.(5)
    
    See Other significant transactions on page 49.
 Net financing costs before income from investments decreased from £1,024 million to £852
million primarily due to a reduction in net debt, partially offset by an increase in average
interest rates for debt denominated in US dollars. At 31 March 2011 the provision for potential
interest charges arising on settlement of outstanding tax issues was £398 million (31 March 2010:
£1,312 million), with the reduction primarily reflecting the settlement of a tax case.
 Taxation
   Earnings per share
  2011
    
    
    2010£m
    
    
    £mProfit attributable to equity shareholders
    
    
    7,968
    
    
    
    8,645Pre-tax adjustments:Impairment loss
    
    
    6,150
    
    
    
    2,100Other income and expense(1)(4)
    
    
    72
    
    
    
    (114
    )Non-operating income and expense(2)(4)
    
    
    (3,022
    )
    
    
    10Investment income and financing costs(3)(4)
    
    
    (1,695
    )
    
    
    (106
    )1,505
    
    
    
    1,890Taxation
    
    
    (697
    )
    
    
    (2,064
    )Adjusted profit attributable to equity shareholders
    
    
    8,776
    
    
    
    8,471Weighted average number of shares outstandingBasic
    
    
    52,408
    
    
    
    52,595Diluted
    
    
    52,748
    
    
    
    52,849
 Notes:(1)
    
    The year ended 31 March 2011 includes £56 million representing the net loss on disposal of
certain Alltel investments by Verizon Wireless. This is included within the line item Share
of results in associates in the consolidated income statement.(2)
    
    The year ended 31 March 2011 includes £3,019 million representing the profit arising on the
sale of the Groups 3.2% interest in China Mobile Limited.(3)
    
    See notes 2, 3, 4 and 5 in Net investment income/(financing costs) above.(4)
    
    These amounts comprise Other net income of £5,342 million
   (1)
 Germany
    
    
    Italy
    
    
    Spain
    
    
    UK
    
    
    Other
    
    
    Eliminations
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended 31 March 2011Revenue
    
    
    7,900
    
    
    
    5,722
    
    
    
    5,133
    
    
    
    5,271
    
    
    
    8,253
    
    
    
    (264
    )
    
    
    32,015
    
    
    
    (2.5
    )
    
    
    0.6Service revenue
    
    
    7,471
    
    
    
    5,432
    
    
    
    4,735
    
    
    
    4,931
    
    
    
    7,787
    
    
    
    (259
    )
    
    
    30,097
    
    
    
    (3.4
    )
    
    
    (0.4
    )Adjusted EBITDA
    
    
    2,952
    
    
    
    2,643
    
    
    
    1,562
    
    
    
    1,233
    
    
    
    2,433
    
    
    
    
    
    
    
    10,823
    
    
    
    (7.1
    )
    
    
    (3.7
    )Adjusted operating profit
    
    
    1,548
    
    
    
    1,903
    
    
    
    915
    
    
    
    348
    
    
    
    1,012
    
    
    
    
    
    
    
    5,726
    
    
    
    (9.8
    )
    
    
    (6.1
    )Adjusted EBITDA margin
    
    
    37.4
    %
    
    
    46.2
    %
    
    
    30.4
    %
    
    
    23.4
    %
    
    
    29.5
    %
    
    
    
    
    
    
    33.8
    %Year ended 31 March 2010Revenue
    
    
    8,008
    
    
    
    6,027
    
    
    
    5,713
    
    
    
    5,025
    
    
    
    8,357
    
    
    
    (297
    )
    
    
    32,833Service revenue
    
    
    7,722
    
    
    
    5,780
    
    
    
    5,298
    
    
    
    4,711
    
    
    
    7,943
    
    
    
    (295
    )
    
    
    31,159Adjusted EBITDA
    
    
    3,122
    
    
    
    2,843
    
    
    
    1,956
    
    
    
    1,141
    
    
    
    2,582
    
    
    
    
    
    
    
    11,644Adjusted operating profit
    
    
    1,695
    
    
    
    2,107
    
    
    
    1,310
    
    
    
    155
    
    
    
    1,084
    
    
    
    
    
    
    
    6,351Adjusted EBITDA margin
    
    
    39.0
    %
    
    
    47.2
    %
    
    
    34.2
    %
    
    
    22.7
    %
    
    
    30.9
    %
    
    
    
    
    
    
    35.5
    %
 Note:(1)
    
    The Group revised its segment structure on 1 October 2010. See note 3 to the consolidated
financial statements.




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##### Table of Contents



36 Vodafone Group Plc
   (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %Revenue  Europe
    
    
    0.6
    
    
    
    0.1
    
    
    
    (3.2
    )
    
    
    (2.5
    )Service revenueGermany
    
    
    0.8
    
    
    
    
    
    
    
    (4.1
    )
    
    
    (3.3
    )Italy
    
    
    (2.1
    )
    
    
    
    
    
    
    (3.9
    )
    
    
    (6.0
    )Spain
    
    
    (6.9
    )
    
    
    
    
    
    
    (3.7
    )
    
    
    (10.6
    )UK
    
    
    4.7
    
    
    
    
    
    
    
    
    
    
    
    4.7Other Europe
    
    
    0.5
    
    
    
    0.5
    
    
    
    (3.0
    )
    
    
    (2.0
    )Europe
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    (3.1
    )
    
    
    (3.4
    )Adjusted EBITDAGermany
    
    
    (1.5
    )
    
    
    
    
    
    
    (3.9
    )
    
    
    (5.4
    )Italy
    
    
    (3.1
    )
    
    
    
    
    
    
    (3.9
    )
    
    
    (7.0
    )Spain
    
    
    (16.8
    )
    
    
    
    
    
    
    (3.3
    )
    
    
    (20.1
    )UK
    
    
    8.0
    
    
    
    
    
    
    
    
    
    
    
    8.0Other Europe
    
    
    (2.4
    )
    
    
    0.2
    
    
    
    (3.6
    )
    
    
    (5.8
    )Europe
    
    
    (3.7
    )
    
    
    0.1
    
    
    
    (3.5
    )
    
    
    (7.1
    )Adjusted operating profitGermany
    
    
    (4.9
    )
    
    
    
    
    
    
    (3.8
    )
    
    
    (8.7
    )Italy
    
    
    (5.9
    )
    
    
    
    
    
    
    (3.8
    )
    
    
    (9.7
    )Spain
    
    
    (27.3
    )
    
    
    
    
    
    
    (2.9
    )
    
    
    (30.2
    )UK
    
    
    125.1
    
    
    
    
    
    
    
    
    
    
    
    125.1Other Europe
    
    
    (2.0
    )
    
    
    0.3
    
    
    
    (4.9
    )
    
    
    (6.6
    )Europe
    
    
    (6.1
    )
    
    
    0.1
    
    
    
    (3.8
    )
    
    
    (9.8
    )
 Germany
 (*) 27.9%(*) (*)
 (*)
 Italy
 (*) (*)
 (*)
 Spain
 (*) (*) (*)
 (*)
 UK
 (*)
 (*)
 Other Europe
 (*) (*) (*)
 (*)




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##### Table of Contents



Vodafone Group Plc 37
 Africa, Middle East and Asia Pacific(1)
    
    Performance
 Africa,Middle Eastand AsiaIndia
    
    
    Vodacom
    
    
    Other
    
    
    Eliminations
    
    
    Pacific
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(2)Year ended 31 March 2011Revenue
    
    
    3,855
    
    
    
    5,479
    
    
    
    3,971
    
    
    
    (1
    )
    
    
    13,304
    
    
    
    20.0
    
    
    
    9.5Service revenue
    
    
    3,804
    
    
    
    4,839
    
    
    
    3,650
    
    
    
    (1
    )
    
    
    12,292
    
    
    
    20.0
    
    
    
    9.5Adjusted EBITDA
    
    
    985
    
    
    
    1,844
    
    
    
    1,170
    
    
    
    
    
    
    
    3,999
    
    
    
    20.7
    
    
    
    7.5Adjusted operating profit
    
    
    15
    
    
    
    827
    
    
    
    430
    
    
    
    
    
    
    
    1,272
    
    
    
    55.5
    
    
    
    8.6Adjusted EBITDA margin
    
    
    25.6
    %
    
    
    33.7
    %
    
    
    29.5
    %
    
    
    
    
    
    
    30.1
    %Year ended 31 March 2010Revenue
    
    
    3,114
    
    
    
    4,450
    
    
    
    3,526
    
    
    
    (1
    )
    
    
    11,089Service revenue
    
    
    3,069
    
    
    
    3,954
    
    
    
    3,224
    
    
    
    (1
    )
    
    
    10,246Adjusted EBITDA
    
    
    807
    
    
    
    1,528
    
    
    
    977
    
    
    
    
    
    
    
    3,312Adjusted operating (loss)/profit
    
    
    (37
    )
    
    
    520
    
    
    
    335
    
    
    
    
    
    
    
    818Adjusted EBITDA margin
    
    
    25.9
    %
    
    
    34.3
    %
    
    
    27.7
    %
    
    
    
    
    
    
    29.9
    %
 Notes:(1)
    
    The Group revised its segment structure on 1 October 2010. See note 3 to the consolidated
financial statements.(2)
    
    Organic growth includes Vodacom at the current level of ownership and excludes Australia
following the merger with Hutchison 3G Australia on 9 June 2009.
 (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %Revenue Africa, Middle East
and Asia Pacific
    
    
    9.5
    
    
    
    2.0
    
    
    
    8.5
    
    
    
    20.0Service revenueIndia
    
    
    16.2
    
    
    
    
    
    
    
    7.7
    
    
    
    23.9Vodacom
    
    
    5.8
    
    
    
    6.7
    
    
    
    9.9
    
    
    
    22.4Other Africa, Middle East
and Asia Pacific
    
    
    7.2
    
    
    
    (0.9
    )
    
    
    6.9
    
    
    
    13.2Africa, Middle East
and Asia Pacific
    
    
    9.5
    
    
    
    2.2
    
    
    
    8.3
    
    
    
    20.0Adjusted EBITDAIndia
    
    
    15.1
    
    
    
    
    
    
    
    7.0
    
    
    
    22.1Vodacom
    
    
    4.9
    
    
    
    4.9
    
    
    
    10.9
    
    
    
    20.7Other Africa, Middle East
and Asia Pacific
    
    
    5.1
    
    
    
    10.6
    
    
    
    4.1
    
    
    
    19.8Africa, Middle East
and Asia Pacific
    
    
    7.5
    
    
    
    5.3
    
    
    
    8.0
    
    
    
    20.8Adjusted operating profitIndia
    
    
    134.0
    
    
    
    
    
    
    
    6.5
    
    
    
    140.5Vodacom
    
    
    5.7
    
    
    
    38.2
    
    
    
    15.1
    
    
    
    59.0Other Africa, Middle East
and Asia Pacific
    
    
    2.2
    
    
    
    29.2
    
    
    
    (3.0
    )
    
    
    28.4Africa, Middle East
and Asia Pacific
    
    
    8.6
    
    
    
    39.9
    
    
    
    7.0
    
    
    
    55.5
 India
 (*) (*)
  (*)
 Vodacom
 (*) (*)(1)
 (*)
  (*)
  Note:(1)
    
    Data revenue in South Africa grew by
41.8%(*). Excluding the impact of
reclassifications between messaging and data revenue during the year, data revenue grew by
35.9%(*).




---



##### Table of Contents



38 Vodafone Group Plc
  Other Africa, Middle East and Asia Pacific
 (*) (*)
  (*)
 (1)
 2011
    
    
    2010
    
    
    
    
    
    
    % change£m
    
    
    £m
    
    
    £
    
    
    Organic(3)Revenue
    
    
    18,711
    
    
    
    17,222
    
    
    
    8.6
    
    
    
    6.0Service revenue
    
    
    17,238
    
    
    
    15,898
    
    
    
    8.4
    
    
    
    5.8Adjusted EBITDA
    
    
    7,313
    
    
    
    6,689
    
    
    
    9.3
    
    
    
    6.7Interest
    
    
    (261
    )
    
    
    (298
    )
    
    
    (12.4
    )Tax(2)
    
    
    (235
    )
    
    
    (205
    )
    
    
    14.6Share of result in
Verizon Wireless
    
    
    4,569
    
    
    
    4,112
    
    
    
    11.1
    
    
    
    8.5
 Notes:(1)
    
    All amounts represent the Groups share unless otherwise stated.(2)
    
    The Groups share of the tax attributable to
Verizon Wireless relates only to the
corporate entities held by the Verizon
Wireless partnership and certain state taxes
which are levied on the partnership. The tax
attributable to the Groups share of the
partnerships pre-tax profit is included
within the Group tax charge.(3)
    
    Organic growth rates include the impact of a
non-cash revenue adjustment which was
recorded by Verizon Wireless to defer
previously recognised data revenue that will
be earned and recognised in future periods.
Excluding this the equivalent organic growth
rates for service revenue, revenue,adjusted
EBITDA and the Groups share of result in
Verizon Wireless would have been
6.4%(*),
6.6%(*),
8.2%(*) and
10.8%(*) respectively.
 (*)




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##### Table of Contents



Vodafone Group Plc 39
 Performance
  (1)
 Non-Africa,
    
    
    ControlledMiddle East
    
    
    Interests andand Asia
    
    
    CommonEurope
    
    
    Pacific
    
    
    Functions(2)
    
    
    Eliminations
    
    
    2010
    
    
    2009
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(3)Revenue
    
    
    32,833
    
    
    
    11,089
    
    
    
    667
    
    
    
    (117
    )
    
    
    44,472
    
    
    
    41,017
    
    
    
    8.4
    
    
    
    (2.3
    )Service revenue
    
    
    31,159
    
    
    
    10,246
    
    
    
    397
    
    
    
    (83
    )
    
    
    41,719
    
    
    
    38,294
    
    
    
    8.9
    
    
    
    (1.6
    )Adjusted EBITDA
    
    
    11,644
    
    
    
    3,312
    
    
    
    (221
    )
    
    
    
    
    
    
    14,735
    
    
    
    14,490
    
    
    
    1.7
    
    
    
    (7.4
    )Adjusted operating profit
    
    
    6,351
    
    
    
    818
    
    
    
    4,297
    
    
    
    
    
    
    
    11,466
    
    
    
    11,757
    
    
    
    (2.5
    )
    
    
    (7.0
    )Adjustments for:Impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,100
    )
    
    
    (5,900
    )Other income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114
    
    
    
    Operating profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,480
    
    
    
    5,857Non-operating income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    (44
    )Net financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (796
    )
    
    
    (1,624
    )Profit before taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,674
    
    
    
    4,189Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56
    )
    
    
    (1,109
    )Profit for the financial year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,618
    
    
    
    3,080
 Notes:(1)
    
    2010 results reflect average exchange rates of £1:1.13 and £1:US$1.60.(2)
    
    Common Functions primarily represents the results of the partner markets and the net result of
unallocated central Group costs and excludes income from intercompany royalty fees.(3)
    
    Organic growth includes India and Vodacom (except the results of Gateway) at the current level
of ownership but excludes Australia following the merger with Hutchison 3G Australia on 9 June
2009.
 Revenue
  (*)
 (*) (*) (*) (*) (*)
 (*) (*) (*)
 Adjusted
EBITDA and profit
  (*)
 (*)
  (*)
 (*)




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##### Table of Contents



40 Vodafone Group Plc
  Net financing costs
 2010
    
    
    2009£m
    
    
    £mInvestment income
    
    
    716
    
    
    
    795Financing costs
    
    
    (1,512
    )
    
    
    (2,419
    )Net financing costs
    
    
    (796
    )
    
    
    (1,624
    )Analysed as:Net financing costs before dividends
from investments
    
    
    (1,024
    )
    
    
    (1,480
    )Potential interest charges arising on
settlement
of outstanding tax issues(1)
    
    
    (23
    )
    
    
    81Dividends from investments
    
    
    145
    
    
    
    110Foreign exchange(2)
    
    
    (1
    )
    
    
    235Equity put rights and similar arrangements(3)
    
    
    (94
    )
    
    
    (570
    )Interest on settlement of German tax claim(4)
    
    
    201
    
    
    
    (796
    )
    
    
    (1,624
    )
 Notes:(1)
    
    Excluding interest on settlement of German tax claim.(2)
    
    Comprises foreign exchange differences reflected in the income statement in relation to
certain
intercompany balances and the foreign exchange differences on financial instruments received
as consideration in the disposal of Vodafone Japan to SoftBank in April 2006.(3)
    
    Primarily represents foreign exchange movements and accretion expense. Further details of
these options are provided on page 51.(4)
    
    See Taxation below for further details.
  Taxation
 Earnings per share
  2010 £m
    
    
    2009 £mProfit attributable to equity shareholders
    
    
    8,645
    
    
    
    3,078Pre-tax adjustments:Impairment losses, net
    
    
    2,100
    
    
    
    5,900Other income and expense
    
    
    (114
    )
    
    
    Non-operating income and expense
    
    
    10
    
    
    
    44Investment income and financing costs(1)
    
    
    (106
    )
    
    
    3351,890
    
    
    
    6,279Taxation
    
    
    (2,064
    )
    
    
    (300
    )Adjusted profit attributable to equity shareholders
    
    
    8,471
    
    
    
    9,057Weighted average number of shares outstanding
    
    Million
    
    MillionBasic
    
    
    52,595
    
    
    
    52,737Diluted
    
    
    52,849
    
    
    
    52,969
 Note:(1)
    
    See notes 1 and 2 in Net financing costs to the
left.
    Germany
    
    
    Italy
    
    
    Spain
    
    
    UK
    
    
    Other
    
    
    Eliminations
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended 31 March 2010Revenue
    
    
    8,008
    
    
    
    6,027
    
    
    
    5,713
    
    
    
    5,025
    
    
    
    8,357
    
    
    
    (297
    )
    
    
    32,833
    
    
    
    0.2
    
    
    
    (4.5
    )Service revenue
    
    
    7,722
    
    
    
    5,780
    
    
    
    5,298
    
    
    
    4,711
    
    
    
    7,943
    
    
    
    (295
    )
    
    
    31,159
    
    
    
    0.9
    
    
    
    (3.8
    )Adjusted EBITDA
    
    
    3,122
    
    
    
    2,843
    
    
    
    1,956
    
    
    
    1,141
    
    
    
    2,582
    
    
    
    
    
    
    
    11,644
    
    
    
    (3.9
    )
    
    
    (8.9
    )Adjusted operating profit
    
    
    1,695
    
    
    
    2,107
    
    
    
    1,310
    
    
    
    155
    
    
    
    1,084
    
    
    
    
    
    
    
    6,351
    
    
    
    (7.0
    )
    
    
    (12.6
    )Adjusted EBITDA margin
    
    
    39.0
    %
    
    
    47.2
    %
    
    
    34.2
    %
    
    
    22.7
    %
    
    
    30.9
    %
    
    
    
    
    
    
    35.5
    %Year ended 31 March 2009Revenue
    
    
    7,847
    
    
    
    5,547
    
    
    
    5,812
    
    
    
    5,392
    
    
    
    8,514
    
    
    
    (343
    )
    
    
    32,769Service revenue
    
    
    7,535
    
    
    
    5,347
    
    
    
    5,356
    
    
    
    4,912
    
    
    
    8,070
    
    
    
    (343
    )
    
    
    30,877Adjusted EBITDA
    
    
    3,225
    
    
    
    2,565
    
    
    
    2,034
    
    
    
    1,368
    
    
    
    2,920
    
    
    
    
    
    
    
    12,112Adjusted operating profit
    
    
    1,835
    
    
    
    1,839
    
    
    
    1,421
    
    
    
    328
    
    
    
    1,406
    
    
    
    
    
    
    
    6,829Adjusted EBITDA margin
    
    
    41.1
    %
    
    
    46.2
    %
    
    
    35.0
    %
    
    
    25.4
    %
    
    
    34.3
    %
    
    
    
    
    
    
    37.0
    %




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##### Table of Contents



Vodafone Group Plc 41
 Performance
  (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %Revenue  Europe
    
    
    (4.5
    )
    
    
    0.1
    
    
    
    4.6
    
    
    
    0.2Service revenueGermany
    
    
    (3.5
    )
    
    
    
    
    
    
    6.0
    
    
    
    2.5Italy
    
    
    1.9
    
    
    
    
    
    
    
    6.2
    
    
    
    8.1Spain
    
    
    (7.0
    )
    
    
    
    
    
    
    5.9
    
    
    
    (1.1
    )UK
    
    
    (4.7
    )
    
    
    0.6
    
    
    
    
    
    
    
    (4.1
    )Other
    
    
    (6.0
    )
    
    
    
    
    
    
    4.4
    
    
    
    (1.6
    )Europe
    
    
    (3.8
    )
    
    
    0.1
    
    
    
    4.6
    
    
    
    0.9Adjusted EBITDAGermany
    
    
    (8.9
    )
    
    
    
    
    
    
    5.7
    
    
    
    (3.2
    )Italy
    
    
    4.3
    
    
    
    
    
    
    
    6.5
    
    
    
    10.8Spain
    
    
    (9.9
    )
    
    
    
    
    
    
    6.1
    
    
    
    (3.8
    )UK
    
    
    (17.7
    )
    
    
    1.1
    
    
    
    
    
    
    
    (16.6
    )Other
    
    
    (16.0
    )
    
    
    
    
    
    
    4.4
    
    
    
    (11.6
    )Europe
    
    
    (8.9
    )
    
    
    0.1
    
    
    
    4.9
    
    
    
    (3.9
    )Adjusted operating profitGermany
    
    
    (13.2
    )
    
    
    (0.1
    )
    
    
    5.7
    
    
    
    (7.6
    )Italy
    
    
    7.8
    
    
    
    
    
    
    
    6.8
    
    
    
    14.6Spain
    
    
    (13.8
    )
    
    
    
    
    
    
    6.0
    
    
    
    (7.8
    )UK
    
    
    (58.3
    )
    
    
    5.6
    
    
    
    
    
    
    
    (52.7
    )Other
    
    
    (27.7
    )
    
    
    
    
    
    
    4.8
    
    
    
    (22.9
    )Europe
    
    
    (12.6
    )
    
    
    0.1
    
    
    
    5.5
    
    
    
    (7.0
    )
 Germany
 (*) (*) (*) (*) (*)
 (*)
 (*)
 Italy
 (*)
 (*)
 Spain
 (*) (*)
 (*)
 UK
 (*) (*)
 (*)




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##### Table of Contents



42 Vodafone Group Plc
  Other Europe
 (*) (*) (*) (*) (*) (*)
 (*) (*)
  Africa,Middle Eastand AsiaIndia
    
    
    Vodacom
    
    
    Other
    
    
    Eliminations
    
    
    Pacific
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(1)Year ended 31 March 2010Revenue
    
    
    3,114
    
    
    
    4,450
    
    
    
    3,526
    
    
    
    (1
    )
    
    
    11,089
    
    
    
    43.6
    
    
    
    6.1Service revenue
    
    
    3,069
    
    
    
    3,954
    
    
    
    3,224
    
    
    
    (1
    )
    
    
    10,246
    
    
    
    44.2
    
    
    
    7.5Adjusted EBITDA
    
    
    807
    
    
    
    1,528
    
    
    
    977
    
    
    
    
    
    
    
    3,312
    
    
    
    38.3
    
    
    
    5.5Adjusted operating profit
    
    
    (37
    )
    
    
    520
    
    
    
    335
    
    
    
    
    
    
    
    818
    
    
    
    (11.4
    )
    
    
    (0.3
    )Adjusted EBITDA margin
    
    
    25.9
    %
    
    
    34.3
    %
    
    
    27.7
    %
    
    
    
    
    
    
    29.9
    %Year ended 31 March 2009Revenue
    
    
    2,689
    
    
    
    1,778
    
    
    
    3,258
    
    
    
    (2
    )
    
    
    7,723Service revenue
    
    
    2,604
    
    
    
    1,548
    
    
    
    2,953
    
    
    
    (2
    )
    
    
    7,103Adjusted EBITDA
    
    
    717
    
    
    
    606
    
    
    
    1,072
    
    
    
    
    
    
    
    2,395Adjusted operating profit
    
    
    (30
    )
    
    
    373
    
    
    
    580
    
    
    
    
    
    
    
    923Adjusted EBITDA margin
    
    
    26.7
    %
    
    
    34.1
    %
    
    
    32.9
    %
    
    
    
    
    
    
    31.0
    %
 Note:(1)
    
    Organic growth includes Vodacom (except the results of Gateway) at the current level of
ownership and includes India but excludes Australia following the merger with Hutchison 3G
Australia on 9 June 2009.
 (*)




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##### Table of Contents



Vodafone Group Plc 43
 Performance
  (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %Revenue Africa, Middle East
and Asia Pacific
    
    
    6.1
    
    
    
    25.2
    
    
    
    12.3
    
    
    
    43.6Service revenueIndia
    
    
    14.7
    
    
    
    
    
    
    
    3.2
    
    
    
    17.9Vodacom
    
    
    4.6
    
    
    
    112.0
    
    
    
    38.8
    
    
    
    155.4Other
    
    
    2.9
    
    
    
    (3.3
    )
    
    
    9.6
    
    
    
    9.2Africa, Middle East
and Asia Pacific
    
    
    7.5
    
    
    
    24.9
    
    
    
    11.8
    
    
    
    44.2Adjusted EBITDAIndia
    
    
    9.2
    
    
    
    
    
    
    
    3.4
    
    
    
    12.6Vodacom
    
    
    10.4
    
    
    
    101.8
    
    
    
    39.9
    
    
    
    152.1Other
    
    
    (4.8
    )
    
    
    (11.6
    )
    
    
    7.5
    
    
    
    (8.9
    )Africa, Middle East
and Asia Pacific
    
    
    5.5
    
    
    
    20.5
    
    
    
    12.3
    
    
    
    38.3Adjusted operating profitIndia
    
    
    30.7
    
    
    
    
    
    
    
    (7.4
    )
    
    
    23.3Vodacom
    
    
    12.5
    
    
    
    3.1
    
    
    
    23.8
    
    
    
    39.4Other
    
    
    (19.7
    )
    
    
    (27.6
    )
    
    
    5.1
    
    
    
    (42.2
    )Africa, Middle East
and Asia Pacific
    
    
    (0.3
    )
    
    
    (22.3
    )
    
    
    11.2
    
    
    
    (11.4
    )
 India
 (*) (*) (*)
 (*)
 Vodacom
 (*) (*)
 (*)
 Other Africa, Middle East and Asia Pacific
 (*) (*) (*)
 (*)
  (1)
 2010
    
    
    2009
    
    
    % change£m
    
    
    £m
    
    
    £
    
    
    OrganicRevenue
    
    
    17,222
    
    
    
    14,085
    
    
    
    22.3
    
    
    
    5.0Service revenue
    
    
    15,898
    
    
    
    12,862
    
    
    
    23.6
    
    
    
    6.3Adjusted EBITDA
    
    
    6,689
    
    
    
    5,543
    
    
    
    20.7
    
    
    
    4.4Interest
    
    
    (298
    )
    
    
    (217
    )
    
    
    37.3Tax(2)
    
    
    (205
    )
    
    
    (198
    )
    
    
    3.5Non-controlling interests
    
    
    (80
    )
    
    
    (78
    )
    
    
    2.6Discontinued operations
    
    
    93
    
    
    
    57
    
    
    
    63.2Groups share of result in
Verizon Wireless
    
    
    4,112
    
    
    
    3,542
    
    
    
    16.1
    
    
    
    8.0
 Notes:(1)
    
    All amounts represent the Groups share unless otherwise stated.(2)
    
    The Groups share of the tax attributable to Verizon Wireless relates only to the corporate
entities held by the Verizon Wireless partnership and certain state taxes which are levied on
the partnership. The tax attributable to the Groups share of the partnerships pre-tax profit
is included within the Group tax charge.
 (3) (3) (3)
 (*)
   Other Non-Controlled Interests
  Note:(3)
    
    Customers have been restated to reflect retail customers only, as reported externally by
Verizon Wireless.




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##### Table of Contents



44 Vodafone Group Plc
 Guidance
  2011actual
    
    
    2012performance
    
    
    guidance£bn
    
    
    £bnAdjusted operating profit
    
    
    11.8
    
    
    
    11.0  11.8Free cash flow
    
    
    7.0
    
    
    
    6.0  6.5
 Adjustedoperating
    
    
    Freeprofit
    
    
    cash flow£bn
    
    
    £bnGuidance
 May 2010(1)
    
    
    11.2  12.0
    
    
    
    > 6.5Guidance
 November 2010(1)
    
    
    11.8  12.2
    
    
    
    > 6.52011 performance on guidance basis(3)
    
    
    12.2
    
    
    
    7.2Foreign exchange(1)
    
    
    (0.3
    )
    
    
    (0.2
    )Verizon Wireless(2)
    
    
    (0.1
    )
    
    
    2011 reported performance(3)
    
    
    11.8
    
    
    
    7.0
 Notes:(1)
    
    The Groups guidance reflected assumptions for average exchange rates for the 2011 financial
year of approximately £1:1.15 and £1:US$1.50. Actual exchange rates were £1:1.18 and
£1:US$1.56.(2)
    
    The Groups guidance did not include the impact of the revenue recognition and Alltel related
adjustments in Verizon Wireless.(3)
    
    After Verizon iPhone launch costs.




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##### Table of Contents



Vodafone Group Plc 45
  Principal risk factors and uncertainties
    
    Performance
  Adverse
macroeconomic conditions in the markets in which we operate could impact our
results of operations.
  The
continued volatility of worldwide financial markets may have a negative impact on our access
to finance.
  Regulatory
decisions and changes in the regulatory environment could adversely affect our
business.
  Increased competition may reduce our market share and revenue.
 Delays
in the development of handsets and network compatibility and components may hinder the
deployment of new technologies.
  We may
experience a decline in revenue or profitability notwithstanding our
efforts to increase
revenue from the introduction of new services.
  Expected
benefits from our cost reduction initiatives may not be realised.




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46 Vodafone Group Plc
 Principal risk factors and uncertainties
 Changes
in assumptions underlying the carrying value of certain Group assets could
result in impairment.
  Our emerging market footprint may present exposure to unpredictable economic, political,
regulatory, tax and legal risks.
  We
participate in joint ventures which expose us to operational and financial risk.
 Expected
benefits from investment in networks, licences and new technology may not be realised.
  Our business may be impaired by actual or perceived health risks associated with the transmission
of radio waves from mobile telephones, transmitters and associated equipment.
  Our business would be adversely affected by the non-supply of equipment and support services by a
major supplier.
  Our business could be adversely affected by disruptions to our telecommunications networks.




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##### Table of Contents



Vodafone Group Plc 47
 Performance
 
   2011
    
    
    2010£m
    
    
    £mNon-current assetsIntangible assets
    
    
    68,558
    
    
    
    74,258Property, plant and equipment
    
    
    20,181
    
    
    
    20,642Investments in associates
    
    
    38,105
    
    
    
    36,377Other non-current assets
    
    
    7,373
    
    
    
    11,489134,217
    
    
    
    142,766Current assets
    
    
    17,003
    
    
    
    14,219Total assets
    
    
    151,220
    
    
    
    156,985Total equity shareholders funds
    
    
    87,555
    
    
    
    90,381Total non-controlling interests
    
    
    6
    
    
    
    429Total equity
    
    
    87,561
    
    
    
    90,810LiabilitiesBorrowingsLong-term
    
    
    28,375
    
    
    
    28,632Short-term
    
    
    9,906
    
    
    
    11,163Taxation liabilitiesDeferred tax liabilities
    
    
    6,486
    
    
    
    7,377Current taxation liabilities
    
    
    2,262
    
    
    
    2,874Other non-current liabilities
    
    
    1,373
    
    
    
    1,550Other current liabilities
    
    
    15,257
    
    
    
    14,579Total liabilities
    
    
    63,659
    
    
    
    66,175Total equity and liabilities
    
    
    151,220
    
    
    
    156,985
  Intangible assets
  Property, plant and equipment
  Investments in associates
  Other non-current assets
 Total
equity shareholders funds
          Payments due by period £mContractual obligations(1)
    
    Total
    
    
    <1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    >5 yearsBorrowings(2)
    
    
    45,226
    
    
    
    10,864
    
    
    
    8,727
    
    
    
    10,093
    
    
    
    15,542Operating lease commitments(3)
    
    
    6,513
    
    
    
    1,225
    
    
    
    1,704
    
    
    
    1,240
    
    
    
    2,344Capital commitments(3)(4)
    
    
    2,124
    
    
    
    1,885
    
    
    
    228
    
    
    
    11
    
    
    
    Purchase commitments(5)
    
    
    5,937
    
    
    
    3,619
    
    
    
    1,835
    
    
    
    142
    
    
    
    341Total contractual cash obligations(1)
    
    
    59,800
    
    
    
    17,593
    
    
    
    12,494
    
    
    
    11,486
    
    
    
    18,227
 Notes:(1)
    
    The above table of contractual obligations includes commitments in respect of options
over interests in Group businesses held by non-controlling shareholders (see Option
agreements and similar arrangements) and obligations to pay dividends to non-controlling
shareholders (see Dividends from associates and to non-controlling shareholders).The table
excludes current and deferred tax liabilities and obligations under post employment benefit
schemes, details of which are provided in notes 6 and 23 to the consolidated financial
statements respectively. The table also excludes the contractual obligations of associates.(2)
    
    See note 22 to the consolidated financial statements.(3)
    
    See note 27 to the consolidated financial statements.(4)
    
    Primarily related to network infrastructure.(5)
    
    In addition to the purchase commitments disclosed above, Vodafone Netherlands has announced
its intention to acquire BelCompany BV, one of the largest telecom retailers in the
Netherlands, from the Macintosh Retail Group for 120 million. The transaction is subject to
regulatory and other approvals.
   Pence per ordinary shareYear ended 31 March
    
    Interim
    
    
    Final
    
    
    Total2007
    
    
    2.35
    
    
    
    4.41
    
    
    
    6.762008
    
    
    2.49
    
    
    
    5.02
    
    
    
    7.512009
    
    
    2.57
    
    
    
    5.20
    
    
    
    7.772010
    
    
    2.66
    
    
    
    5.65
    
    
    
    8.312011
    
    
    2.85
    
    
    
    6.05
    (1)
    
    
    8.90
 Note:(1)
    
    The final dividend for the year ended 31
March 2011 was proposed on 17 May 2011 and
is payable on 5 August 2011 to holders on
record as of 3 June 2011. For american
depositary share (ADS) holders the
dividend will be payable in US dollars
under the terms of the ADS depositary
agreement. Dividend payments on ordinary
shares will be paid by direct credit into
a nominated bank or building society
account or, alternatively, into the
Companys dividend reinvestment plan. The
Company no longer pays dividends in
respect of ordinary shares by cheque.




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48 Vodafone Group Plc
 Financial position and resources
  
 2011
    
    
    2010£m
    
    
    £m
    
    
    %Cash generated by operations
    
    
    15,392
    
    
    
    15,337
    
    
    
    0.4Cash capital expenditure(1)
    
    
    (5,658
    )
    
    
    (5,986
    )Disposal of intangible assets and property, plant and equipment
    
    
    51
    
    
    
    48Operating free cash flow
    
    
    9,785
    
    
    
    9,399
    
    
    
    4.1Taxation
    
    
    (2,597
    )
    
    
    (2,273
    )Dividends received from associates and investments(2)
    
    
    1,509
    
    
    
    1,577Dividends paid to non-controlling shareholders in subsidiaries
    
    
    (320
    )
    
    
    (56
    )Interest received and paid
    
    
    (1,328
    )
    
    
    (1,406
    )Free cash flow
    
    
    7,049
    
    
    
    7,241
    
    
    
    (2.7
    )Other amounts(3)
    
    
    45
    
    
    
    Licence and spectrum payments
    
    
    (2,982
    )
    
    
    (989
    )Acquisitions and disposals(4)
    
    
    (183
    )
    
    
    (2,683
    )Contributions from non-controlling
shareholders in subsidiaries(5)
    
    
    
    
    
    
    613Equity dividends paid
    
    
    (4,468
    )
    
    
    (4,139
    )Purchase of treasury shares
    
    
    (2,087
    )
    
    
    Foreign exchange
    
    
    834
    
    
    
    1,038Other(6)
    
    
    5,250
    
    
    
    (174
    )Net debt decrease
    
    
    3,458
    
    
    
    907Opening net debt
    
    
    (33,316
    )
    
    
    (34,223
    )Closing net debt
    
    
    (29,858
    )
    
    
    (33,316
    )
    
    
    (10.4
    )
 Notes:(1)
    
    Cash paid for purchase of property, plant and equipment and intangible assets, other than
licence and spectrum payments.(2)
    
    Year ended 31 March 2011 includes £373 million (2010:£389 million) from our interest in SFR
and £1,024 million (2010:£1,034 million) from our interest in Verizon Wireless.(3)
    
    Comprises items in respect of: the UK CFC settlement (£800 million), tax relating to the
disposal of China Mobile Limited (£208 million), the SoftBank disposal (£1,409 million) and
the court deposit made in respect of the India tax case (£356 million). The latter is
included within the line item Purchase of interests in subsidiaries and joint ventures, net
of cash acquired in the consolidated statement of cash flows.(4)
    
    Year ended 31 March 2011 includes net cash and cash equivalents paid of £183 million (2010:
£1,777 million) and assumed debt of £nil (2010: £906 million).(5)
    
    Year ended 31 March 2010 includes £613 million in relation to Qatar.(6)
    
    Year ended 31 March 2011 includes £4,264 million in relation to the disposal of our 3.2%
interest in China Mobile Limited.
 Dividends
from associates and to non-controlling shareholders




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Vodafone Group Plc 49
 Performance
  Acquisitions
  Other significant transactions
     Treasury shares
 Total number
    
    
    MaximumAverage price
    
    
    of shares
    
    
    value of sharespaid per share
    
    
    purchased
    
    
    that may yetNumber of
    
    
    inclusive of
    
    
    under share
    
    
    be purchasedshares
    
    
    transaction
    
    
    repurchase
    
    
    under thepurchased(1)
    
    
    costs
    
    
    programme(2)
    
    
    programme(3)Date of share purchase
    000
    
    
    Pence
    
    
    000
    
    
    £mSeptember 2010
    
    
    115,400
    
    
    
    161.78
    
    
    
    115,400
    
    
    
    2,613October 2010
    
    
    187,500
    
    
    
    165.50
    
    
    
    302,900
    
    
    
    2,303November 2010
    
    
    209,400
    
    
    
    170.21
    
    
    
    512,300
    
    
    
    1,947December 2010
    
    
    162,900
    
    
    
    167.44
    
    
    
    675,200
    
    
    
    1,674January 2011
    
    
    177,090
    
    
    
    176.67
    
    
    
    852,290
    
    
    
    1,361February 2011
    
    
    134,700
    
    
    
    179.23
    
    
    
    986,990
    
    
    
    1,120March 2011
    
    
    250,900
    
    
    
    177.26
    
    
    
    1,237,890
    
    
    
    675April 2011
    
    
    135,100
    
    
    
    176.81
    
    
    
    1,372,990
    
    
    
    436May 2011
    
    
    127,000
    
    
    
    170.14
    
    
    
    1,499,990
    
    
    
    268Total
    
    
    1,499,990
    (4)
    
    
    172.01
    
    
    
    1,499,990
    
    
    
    220
 Notes:(1)
    
    The nominal value of shares purchased is
113/7 US cents each.(2)
    
    No shares were purchased outside the publicly announced share buyback programme.(3)
    
    In accordance with shareholder authority granted at the 2010 AGM.(4)
    
    The total number of shares purchased represents 2.9% of our issued share capital at 16 May
2011.
    NumberMillion
    
    
    £m1 April 2010
    
    
    5,146
    
    
    
    7,810Reissue of shares
    
    
    (150
    )
    
    
    (232
    )Purchase of shares
    
    
    1,238
    
    
    
    2,125Cancelled shares
    
    
    (1,000
    )
    
    
    (1,532
    )31 March 2011
    
    
    5,234
    
    
    
    8,171




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50 Vodafone Group Plc
   Net debt
  2011
    
    
    2010£m
    
    
    £mCash and cash equivalents(1)
    
    
    6,252
    
    
    
    4,423Short-term borrowings:Bonds
    
    
    (2,470
    )
    
    
    (1,174
    )Commercial paper(2)
    
    
    (1,660
    )
    
    
    (2,563
    )Put options over non-controlling interests
    
    
    (3,113
    )
    
    
    (3,274
    )Bank loans
    
    
    (2,070
    )
    
    
    (3,460
    )Other short-term borrowings(1)
    
    
    (593
    )
    
    
    (692
    )(9,906
    )
    
    
    (11,163
    )Long-term borrowings:Put options over non-controlling interests
    
    
    (78
    )
    
    
    (131
    )Bonds, loans and other long-term borrowings
    
    
    (28,297
    )
    
    
    (28,501
    )(28,375
    )
    
    
    (28,632
    )Other financial instruments(3)
    
    
    2,171
    
    
    
    2,056Net debt
    
    
    (29,858
    )
    
    
    (33,316
    )
  (1)
    
    At 31 March 2011 the amount includes £531 million (2010: £604 million) in relation to cash
received under collateral support agreements.(2)
    
    At 31 March 2011 US$551 million was drawn under the US commercial paper programme and 1,490
million was drawn under the euro commercial paper programme.(3)
    
    Comprises i) mark-to-market adjustments on derivative financial instruments which are included
as a component of trade and other receivables (2011: £2,045 million; 2010: £2,128 million) and
trade and other payables (2011: £548 million; 2010: £460 million) and ii) short-term investments in
index linked government bonds and collateral support agreements included as a component of other
investments (2011: £674 million; 2010: £388 million). These government bonds have less than six
years to maturity, can be readily converted into cash via the repurchase market and are held on an
effective floating rate basis.
     Commercial paper programmes
 Bonds
   Nominal
    
    Sterlingamount
    
    equivalentDate of bond issue
    
    Maturity of bond
    
    Million
    
    MillionAugust 2010
    
    August 2011
    
    US$100
    
    
    64March 2011
    
    March 2016
    
    US$600
    
    
    374March 2011
    
    March 2021
    
    US$500
    
    
    311
  Committed facilities
  Committed bank facilities
    
    Amounts drawn1 July 20104.2 billion syndicated
revolving credit facility,
maturing 1 July 2015
    
    No drawings have been made against
this facility. The facility supports our
commercial paper programmes and
may be used for general corporate
purposes including acquisitions.9 March 2011US$4.2 billion syndicated
revolving credit facility,
maturing 9 March 2016
    
    No drawings have been made against
this facility. The facility supports our
commercial paper programmes and
may be used for general corporate
purposes including acquisitions.16 November 20060.4 billion loan facility,
maturing 14 February 2014
    
    This facility was drawn down in full
on 14 February 2007. The facility
is available for financing capital
expenditure in our Turkish
operating company.28 July 20080.4 billion loan facility,
maturing 12 August 2015
    
    This facility was drawn down in full
on 12 August 2008. The facility is
available for financing the roll-out of
converged fixed mobile broadband
telecommunications network in Italy.15 September 20090.4 billion loan facility,
maturing 30 July 2017
    
    This facility was drawn down in full
on 30 July 2010. The facility is available
for financing capital expenditure in our
German operations.29 September 2009US$0.7 billion export
credit agency loan facility,
final maturity date
19 September 2018
    
    An initial drawing was made of
US$120 million on 3 November 2010.
The facility is available for financing
eligible Swedish goods and services.




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Vodafone Group Plc 51
 Performance
  
 Potential cash outflows




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##### Table of Contents



52 Vodafone Group Plc
 
 Board of directors and Group management
 
  Chairman
 1. Sir John Bond  ,
 Executive directors
 2. Vittorio Colao,
 3. Andy Halford,
 4. Michel Combes,
 5. Stephen Pusey,
 Deputy Chairman and senior independent director
 6. John Buchanan§
 Non-executive directors
 7. Alan Jebson§,
 8. Samuel Jonah  ,




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Vodafone Group Plc 53
 Governance
 
  9. Nick Land§,
 10. Anne Lauvergeon§,
 11. Luc Vandevelde  ,
 12. Anthony Watson CBE  ,
 13. Philip Yea  ,
  14. Renee James,
 15. Gerard Kleisterlee,
 §
    
    Audit Committee
    
    Nominations and Governance Committee
    
    Remuneration Committee




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##### Table of Contents



54 Vodafone Group Plc
   Senior management
  Warren Finegold,
 Matthew Kirk,
 Morten Lundal,
 Rosemary Martin,
 Nick Read,
 Ronald Schellekens,
   Simon Murray Terry Kramer Wendy Becker




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##### Table of Contents



Vodafone Group Plc 55
 Corporate governance
    
    Governance
   
    
    has final responsibility for the management, direction and performance of our businesses;
    
    is required to exercise objective judgement on all corporate matters independent from
executive management;
    
    is accountable to shareholders for the proper conduct of the business; and
    
    is responsible for ensuring the effectiveness of and reporting on our system of corporate
governance.
  
    
    Group strategy and long-term plans;
    
    major capital projects, acquisitions or divestments;
    
    annual budget and operating plan;
    
    group financial structure, including tax and treasury;
    
    annual and half-year financial results and shareholder communications;
    
    system of internal control and risk management; and
    
    senior management structure, responsibilities and succession plans.
 Years
    
    
    Meetingson Board
    
    
    attendedSir John Bond
    
    
    6
    
    
    
    8/8John Buchanan
    
    
    8
    
    
    
    8/8Vittorio Colao
    
    
    4
    
    
    
    8/8Michel Combes
    
    
    1
    
    
    
    8/8Andy Halford
    
    
    5
    
    
    
    8/8Renee James (since 1 January 2011)
    
    
    <1
    
    
    
    3/3Alan Jebson
    
    
    4
    
    
    
    7/8Samuel Jonah
    
    
    2
    
    
    
    8/8Nick Land
    
    
    4
    
    
    
    8/8Anne Lauvergeon
    
    
    5
    
    
    
    6/8Simon Murray (until 27 July 2010)
    
    
    
    
    
    
    2/2Stephen Pusey
    
    
    1
    
    
    
    8/8Luc Vandevelde
    
    
    7
    
    
    
    8/8Anthony Watson
    
    
    5
    
    
    
    8/8Philip Yea
    
    
    5
    
    
    
    8/8




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##### Table of Contents



56 Vodafone Group Plc
   
    
    bringing a wide range of skills and experience, including independent judgement on issues of
strategy, performance, financial controls and systems of risk management;
    
    constructively challenging the strategy proposed by the Chief Executive and executive
directors;
    
    scrutinising and challenging performance across the Groups business;
    
    assessing risk and the integrity of the financial information and controls; and
    
    ensuring appropriate remuneration and succession planning arrangements are in place in
relation to executive directors and other senior executive roles.
 
    
    the business of the Group;
    
    their legal and regulatory responsibilities as directors;
    
    briefings and presentations from relevant executives; and
    
    opportunities to visit business operations.




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##### Table of Contents



Vodafone Group Plc 57
 Governance
  Meetings attendedNick Land, Chairman and financial expert
    
    
    4/4John Buchanan
    
    
    4/4Alan Jebson
    
    
    4/4Anne Lauvergeon
    
    
    3/4
 
    
    overseeing the relationship with the external auditor;
    
    reviewing our preliminary results announcement, half-year results and annual financial
statements;
    
    monitoring compliance with statutory and listing requirements for any exchange on which our
 shares and debt instruments are quoted;
    
    reviewing the scope, extent and effectiveness of the activity of the Group internal audit
department;
    
    engaging independent advisors as it determines is necessary and to perform investigations;
    
    reporting to the Board on the quality and acceptability of our accounting policies and
practices including, without limitation, critical accounting policies and practices; and
    
    playing an active role in monitoring our compliance efforts in respect of Section 404 of the
Sarbanes-Oxley Act.
    Meetings attendedSir John Bond, Chairman
    
    
    7/7John Buchanan
    
    
    7/7Luc Vandevelde
    
    
    7/7Anthony Watson (from 26 July 2010)
    
    
    5/5
  
    
    leads the process for identifying and making recommendations to the Board of candidates for
appointment as directors giving full consideration to succession planning and the leadership
needs of the Group;
    
    makes recommendations to the Board on the composition of the Nominations and Governance
Committee and the composition and chairmanship of the Audit and Remuneration Committees;
    
    regularly reviews the structure, size and composition of the Board including the balance of
skills, knowledge and experience and the independence of the non-executive directors, and
makes recommendations to the Board with regard to any change; and
    
    is responsible for the oversight of all matters relating to corporate governance, bringing
any issues to the attention of the Board.




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58 Vodafone Group Plc
   Meetings attendedLuc Vandevelde, Chairman
    
    
    5/5Samuel Jonah (from 1 June 2010)
    
    
    3/3Simon Murray (until 27 July 2010)
    
    
    1/2Anthony Watson
    
    
    5/5Philip Yea
    
    
    5/5
  
    
    determining, on behalf of the Board, the policy on the remuneration of the Chairman, the
executive directors and the senior management team;
    
    determining the total remuneration packages for these individuals including any compensation
on termination of office; and
    
    appointing any consultants in respect of executive directors remuneration.
        
    
    assists the Chairman in ensuring that all directors have full and timely access to all
relevant information;
 
    
    is responsible for ensuring that the correct Board procedures are followed and advises the
Board on corporate governance matters; and
    
    administers the procedure under which directors can, where appropriate, obtain independent
professional advice at the Companys expense.
    
    
    formal presentations of full year and half-year results, and interim management statements;
    
    briefing meetings with major institutional shareholders in the UK, the US and in Continental
Europe after the half-year results and preliminary announcement, to ensure that the investor
community receives a Balanced and complete view of our performance and the issues we face;
    
    regular meetings between institutional investors and analysts and the Chief Executive and
Chief Financial Officer to discuss business performance;
    
    hosting investors and analysts sessions at which senior management from relevant operating
companies deliver presentations which provide an overview of each of the individual
businesses and operations;
    
    attendance by senior executives across the business at relevant meetings and conferences
throughout the year;
    
    responding to enquiries from shareholders and analysts through our Investor Relations team;
and
    
    www.vodafone.com/investor which is a section dedicated to shareholders on our website.




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##### Table of Contents



Vodafone Group Plc 59
 Governance
  
    
    a formal annual confirmation provided by the Chief Executive and Chief
Financial Officer of each Group company certifying the operation of their
control systems and highlighting any weaknesses, the results of which
are reviewed by regional management, the Audit Committee and
the Board;
    
    a review of the appropriateness of disclosures undertaken by the Chief
Executive and the Chief Financial Officer which includes formal annual
meetings with the Groups Disclosure Committee; and
    
    periodic examination of business processes on a risk basis including
reports on controls throughout the Group undertaken by the Group
internal audit department which reports directly to the Audit Committee.
 
    
    Macroeconomic, political and legal risks are considered by the Groups
strategic planning process and as part of the Groups processes for
capital allocation.
    
    The Group has in place formal treasury policies that seek to ensure the
Groups financing plans place appropriate weight on the risks arising from
volatile capital markets.
    
    Where we do not have controlling interests in certain of our investments,
we work with our partners to maximise alignment of interests through the
development of mutually beneficial commercial outcomes and actively
involve ourselves in the governance of the company concerned.
    
    The potential for health risks is comprehensively addressed through a
wide range of activities including the close monitoring of developments
in areas of science and technology and ensuring the devices sold meet all
necessary regulatory requirements including specific absorption rate
(SAR) limits in relation to radio frequency emission and absorption.
    
    We have invested significantly to minimise the risk of disruption of our
telecommunications services and have extensive business continuity
arrangements to mitigate the risks arising from a critical system failure.




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##### Table of Contents



60 Vodafone Group Plc
   
 
    
    The NASDAQ rules require that a majority of the Board be comprised of
independent directors and the rules include detailed definitions that US
companies must use for determining independence.
    
    The Combined Code requires a companys board of directors to assess
and make a determination as to the independence of its directors.
   
    
    NASDAQ rules require US companies to have a nominations committee, an
audit committee and a compensation committee, each composed entirely
of independent directors, with the nominations committee and audit
committee required to have a written charter that addresses the
committees purpose and responsibilities.
    
    Both our Nominations and Governance Committee and our
Remuneration Committee have terms of reference and compositions that
comply with the Combined Codes requirements.
    
    Our Nominations and Governance Committee is chaired by the Chairman
of the Board and its other members are non-executive directors of the
Company.
    
    Our Remuneration Committee is composed entirely of non-executive
directors whom the Board has determined to be independent.
    
    The Audit Committee is composed entirely of non-executive directors
whom the Board has determined to be independent and who meet the
requirements of Rule 10A-3 under the Exchange Act.




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Vodafone Group Plc 61
 Governance
  
    
    The NASDAQ rules require companies to conduct appropriate reviews of
related party transactions and potential conflicts of interest via the
companys audit committee or other independent body of the board
of directors.
    
    We are subject to extensive provisions under the Listing Rules issued by
the FSA in the UK (the Listing Rules) governing transactions with related
parties, as defined therein, and the Companies Act 2006 also restricts the
extent to which companies incorporated in England and Wales may enter
into related party transactions.
    
    Our articles of association contain provisions regarding disclosure of
interests by our directors and restrictions on their votes in circumstances
involving conflicts of interest.
    
    In lieu of obtaining an independent review of related party transactions
for conflicts of interests, but in accordance with the Listing Rules, the
Companies Act 2006 and our articles of association, we seek shareholder
approval for related party transactions that meet certain financial
thresholds or where transactions have unusual features.
 
    
    The concept of a related party for the purposes of NASDAQs listing rules
differs in certain respects from the definition of a transaction with a
related party under the Listing Rules.
  
    
    NASDAQ requires shareholder approval for certain transactions involving
the sale or issuance by a listed company of share capital.
    
    Under the NASDAQ rules, whether shareholder approval is required for
such transactions depends on, among other things, the number of shares
to be issued or sold in connection with a transaction, while we are bound
by the provisions of the Listing Rules which state that shareholder
approval is required, among other things, when the size of a transaction
exceeds a certain percentage of the size of the listed company
undertaking the transaction.
    
    In accordance with our articles of association we also seek shareholder
approval annually for issuing shares and to dis-apply the pre-emption rights
that apply under law in line with limit guidelines issued by investor bodies.
    
    
    the quality and acceptability of accounting policies and practices;
    
    the clarity of the disclosures and compliance with financial reporting
standards and relevant financial and governance reporting
requirements; and
    
    material areas in which significant judgements have been applied.
 Nick Land




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##### Table of Contents



62 Vodafone Group
 
   
    
    In order to reflect the equal importance of growing revenue and profit
we rebalanced the relative weightings of these two measures in the
short-term incentive plan. At the same time we also changed the
definition of profit from adjusted operating profit to adjusted EBITDA.
Details of this are on page 65.
    
    In order to simplify the long-term incentive awards both the
co-investment requirement and the matching awards are now
defined in terms of a percentage of gross salary. Details of this plan are
on page 64.
 
    
    In order to ensure greater alignment with shareholders we have
re-emphasised the importance of share ownership for executives and
have introduced share ownership goals to all our operating company
chief executives and to the rest of the senior leadership team. Details
of the current ownership levels are on page 63 where it is noted that
at the year end the value of shares held by the Executive Committee
exceeded £15 million.
    
    Finally after reviewing base salaries for the Executive Committee it was
decided appropriate to make some modest salary increases. Details of
the increases for the executive directors are found on page 67 but it
should be noted that the average increase for the Executive Committee
is 3% which is in line with general increases for employees of the Group
based in the UK.
  
 Luc Vandevelde
  Chairman
    
    Luc VandeveldeCommittee members
    
    Samuel Jonah (from 1 June 2010)Simon Murray (until 27 July 2010)Anthony WatsonPhilip Yea
  
 Chief Executive
    
    Vittorio ColaoGroup HR Director
    
    Ronald SchellekensGroup Reward and Policy Director
    
    Adrian JacksonDeputy Group Company Secretary
    
    Philip Howie
 
    
    a review of the total compensation packages of the executive directors
and the most senior management of the company;
    
    approval of the global short-term incentive bonus framework and targets;
    
    approval of the 2011
global short-term incentive bonus payout;
    
    approval of the long-term incentive framework, targets
and 2011 grant levels;
    
    approval of the July 2008 global long-term incentive vesting level;
    
    approval of the introduction
of share ownership goals to all operating company chief executive officers and selected senior
leadership individuals below the Board and Executive Committee;
    
    a review of the current UK corporate governance environment and the
implications for our company;
    
    a review of the directors remuneration report; and
    
    a review of Chairmans fees.




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##### Table of Contents



Vodafone Group 63
 Governance
  (1)
    
    Proportions for the directors other than the Chief Executive are the same.
  
    
    Chief Executive  four times base salary; and
    
    Other executive directors  three times base salary.
 Value ofGoal as a
    
    
    Current%
    
    
    shareholding
    
    
    Date for goal% of salary
    
    
    of salary held(1)
    
    
    (£m)(1)
    
    
    to be achievedVittorio Colao
    
    
    400
    %
    
    
    460
    %
    
    
    4.9
    
    
    July 2012Andy Halford
    
    
    300
    %
    
    
    634
    %
    
    
    4.4
    
    
    July 2010Michel Combes
    
    
    300
    %
    
    
    154
    %
    
    
    1.2
    
    
    June 2014Stephen Pusey
    
    
    300
    %
    
    
    240
    %
    
    
    1.3
    
    
    June 2014
  (1)
    
    Based on a share price at 31 March 2011 of 176.5 pence and includes net intrinsic value of
any option gains.
     Strategic objectives
    
    Supported byFocus on key areas of growth
potential  Aiming to deliver organic
service revenue growth of 1  4% a year
until the year ended 31 March 2014 in
five key areas: mobile data, emerging
markets, enterprise, total
communications and new services.
    
    Revenue and relative
performance targets in the
Global Short-Term Incentive Plan
(GSTIP).Delivering value and efficiency from
scale  Continuing to drive benefit from
the Groups scale advantage and maintain
our focus on cost.
    
    Adjusted EBITDA, free cash
flow and relative performance
targets in the GSTIP.Generate liquidity or free cash flow
from non-controlled interests  Aim to
seek to maximise the value of
non-controlled interests through
generating liquidity or increasing free
cash flow in order to fund profitable
investments and enhance shareholders
returns.
    
    The use of TSR as a
performance measure in GLTI as
well as the value of the
underlying shares.Apply rigorous capital discipline to
investment decisions  Continuing to
apply capital discipline to our
investment decisions through rigorous
commercial analysis and demanding
investment criteria to ensure any
investment in existing businesses or
acquisitions will enhance value for
shareholders.
    
    Free cash flow targets in
both the GSTIP and GLTI as well
as the TSR target in the
GLTI.
   
    
    the heavy weighting on long-term incentives which reward sustained
performance;
    
    the need for short-term incentive payouts to be used to purchase and
hold investment shares in order to fully participate in the long-term
arrangements; and
    
    a considerable weighting on nonfinancial measures in the short-term
plan, which provides an external perspective on our performance
by focusing on customer satisfaction and performance relative to
our competitors.




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##### Table of Contents



64 Vodafone Group Plc
    Objective and practice
    
    Performance period
    
    Award size and performance conditionsBase salary
    
         To attract and retain the best talent.     Base salaries are reviewed annually and set on 1 July.
    
    n/a
    
         Level of skill and experience, scope of responsibilities, individual and business performance, and competitiveness of the total remuneration package are taken into account when determining the appropriate level of base salary.Global Short-Term Incentive Plan (GSTIP)
    
         To motivate employees and incentivise delivery of performance over the one-year operating cycle.


     Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure they continue to support our strategy.
    
    1 year
    
         Performance over the financial year is measured against stretching financial and non-financial performance targets set at the start of the financial year.


     Summary of the plan in the 2011 financial year:     The annual bonus is paid in cash in June each year for performance over the previous financial year.

    
    
    
         service revenue (30%);


     operating profit (20%);


     free cash flow (20%); and


    competitive performance assessment (30%).


     Target bonus is 100% of base salary.

     Minimum and maximum bonus is in a range of 0  200% of base salary with maximum only paid out for exceptional performance.Global Long-Term Incentive Plan (GLTI) base awards
    
         To motivate and incentivise delivery of sustained performance over the long-term.


     Award levels and the framework for determining vesting are reviewed annually to ensure they continue to support our strategy.
    
    3 years
    
         Performance over three financial years is measured against stretching targets set at the beginning of the performance period.


     Vesting is determined based on a matrix of two measures as follows:     Long-term incentive awards (base awards) consist of performance shares which are granted each year in June/July and vest three years later based on Group operational and external performance.
    
    
    
         free cash flow as our operational performance measure; and


     relative TSR as our external performance measure.


     Awards vest to the extent performance conditions are satisfied, three years from grant.


     The Chief Executives base award will have a target face value of 137.5% of base salary as of June 2011. The base award for the other executive directors will have a target face value of 110% of base salary as of June 2011.


     Minimum vesting is zero times and maximum vesting is four times the base award level.Global Long-Term Incentive Plan (GLTI)
co-investment matching awards
    
         To support and encourage greater shareholder alignment through a high level of personal financial commitment.


     Individuals may purchase Vodafone shares and hold them in trust for three years in order to receive additional performance shares in the form of a GLTI matching award.


     GLTI matching awards are granted each year in June/July in line with the investment made, and vest three years later based on Group operational and external performance.
    
    3 years
    
         GLTI matching awards are subject to the same performance conditions as the main GLTI award.


     Executive directors can co-invest up to their annual gross salary.


     Matching awards will be granted on a one for one basis at target performance.


     Minimum vesting is zero times and maximum vesting is four times the target award level.
   
    
    Executive directors may choose to participate in the defined contribution pension scheme or to
receive a cash allowance in lieu of pension. The cash payment or pension contribution is equal to 30%
of annual gross salary. From 6 April 2011 contributions into the defined contribution pension
scheme are restricted to £50,000 per annum. Any residual of the 30% pension benefit will be
delivered as a cash allowance.
    
    Company car or cash allowance worth £19,200 per annum.
    
    Private medical insurance.
    
    Chauffeur services, where appropriate, to assist with their role.




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##### Table of Contents



Vodafone Group Plc 65
 Governance
  Reward elements
    
    Vittorio Colao
    
    Andy Halford
    
    Michel Combes
    
    Stephen PuseyBase salary
    
    Vittorios base salary was increased from £975,000 to £1,065,000 in July 2010.
    
    Andys base salary was increased from £674,100 to £700,000 in July 2010.
    
    Michels base salary was increased from £740,000 to £770,000 in July 2010.
    
    Stephens base salary was increased from £500,000 to £550,000 in July 2010.Annual bonus
    
    The target bonus was £1,065,000 and the maximum bonus was £2,130,000.
    
    The target bonus was £700,000 and the maximum bonus was £1,400,000.
    
    The target bonus was £770,000 and the maximum bonus was £1,540,000
    
    The target bonus was £550,000 and the maximum bonus was £1,100,000.Long-term incentive plan
    
    In June 2010 the base award had a face value of 137.5% of base salary at target performance.
    
    In June 2010 the base award had a face value of 110% of base salary at target performance.
    
    In June 2010 the base award had a face value of 110% of base salary at target performance.
    
    In June 2010 the base award had a face value of 110% of base salary at target performance.Investment opportunity
    
    Vittorio invested the maximum into the GLTI plan (731,796 shares) and therefore received a matching award with a face value of 100% of base salary at target.
    
    Andy invested the maximum into the GLTI plan (506,910 shares) and therefore received a matching award with a face value of 100% of base salary at target.
    
    Michel invested 53% of the maximum into the GLTI plan (275,960 shares) and therefore received a matching award with a face value of 53% of base salary at target.
    
    Stephen invested 37% of the maximum into the GLTI plan (141,834 shares) and therefore received a matching award with a face value of 37% of base salary at target.
     Performance achievementBetween
    
    
    Betweenthreshold
    
    
    target and
    
    
    AbovePerformance measure
    
    Weighting
    
    
    Below threshold
    
    
    and target
    
    
    maximum
    
    
    maximumService revenue
    
    
    30
    %
    
    
    
    
    
    
    
    
    
    
üProfit
    
    
    20
    %
    
    
    
    
    
    
    
    
    
    
üCash flow
    
    
    20
    %
    
    
    
    
    
    
    
    
    
    
üCompetitive performance assessment
    
    
    30
    %
    
    
    
    
    
    
    
    
    
    
üTotal incentive payout level
        
    
    124.2
    %
 Changes to the GSTIP in 2012
  
    
    Service revenue  25%;
    
    Profit (earnings before interest tax depreciation amortisation)  25%;
    
    Free cash flow  20%; and
    
    Competitive performance assessment  30%.




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##### Table of Contents



66 Vodafone Group Plc
    
    
    underlying operational performance as measured by free cash flow; and
    
    relative TSR against a peer group median.
 Free cash flow
  
    
    Verizon Wireless additional distributions;
    
    the impact of any mergers, acquisitions and disposals;
    
    certain material one-off tax settlements; and
    
    foreign exchange rate movements over the performance period.
  Vesting
    
    
    2012
    
    
    2011
    
    
    2010
    
    
    2009Performance
    
    percentage
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bnThreshold
    
    
    50
    %
    
    
    16.70
    
    
    
    18.00
    
    
    
    15.50
    
    
    
    15.50Target
    
    
    100
    %
    
    
    19.20
    
    
    
    20.50
    
    
    
    18.00
    
    
    
    17.50Superior
    
    
    150
    %
    
    
    20.45
    
    
    
    21.75
    
    
    
    19.25
    
    
    
    18.50Maximum
    
    
    200
    %
    
    
    21.70
    
    
    
    23.00
    
    
    
    20.50
    
    
    
    19.50
  TSR out-performance of a peer group median
  
    
    BT Group;
    
    Deutsche Telekom;
    
    France Telecom;
    
    Telecom Italia;
    
    Telefonica; and
    
    Emerging market composite (consists of the average TSR performance of Bharti, MTN and Turkcell).
  Out-performanceof peer groupmedian
    
    
    MultiplierMedian
    
    
    0.0% p.a.
    
    
    No increase65th percentile
    
    
    4.5% p.a.
    
    
    1.5 times80th percentile (upper quintile)
    
    
    9.0% p.a.
    
    
    2.0 times
  Combined vesting matrix
  TSR performanceFree cash flow measure
    
    Up to median
    
    
    65th
    
    
    80thThreshold
    
    
    50
    %
    
    
    75
    %
    
    
    100
    %Target
    
    
    100
    %
    
    
    150
    %
    
    
    200
    %Superior
    
    
    150
    %
    
    
    225
    %
    
    
    300
    %Maximum
    
    
    200
    %
    
    
    300
    %
    
    
    400
    %




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##### Table of Contents



Vodafone Group Plc 67
 Governance
 Performance shares vesting in 2011
   
   Vittorio Colao
    
    
    Andy Halford
    
    
    Michel Combes
    
    
    Stephen PuseyBase salaryBase salary effective from July 2011
    
    £
    1,110,000
    
    
    £
    700,000
    
    
    £
    790,000
    
    
    £
    575,000GSTIP
(Annual bonus)(1)Target (100% of base salary at 31 March 2011)
    
    £
    1,065,000
    
    
    £
    700,000
    
    
    £
    770,000
    
    
    £
    550,000Percentage of target achieved for the 2011 financial year
    
    
    124.2
    %
    
    
    124.2
    %
    
    
    96.8
    %
    
    
    124.2
    %Actual bonus payout in June 2011
    
    £
    1,322,730
    
    
    £
    869,400
    
    
    £
    745,052
    
    
    £
    683,100GLTI performance sharesGLTI performance base share awarded in July 2008
    
    
    4,126,587
    
    
    
    2,282,447
    
    
    
    2,589,782
    
    
    
    942,132GLTI performance match share awarded in July 2008
    
    
    3,001,154
    
    
    
    2,074,952
    
    
    
    736,919
    
    
    
    500,844Vesting percentage based on cumulative adjusted three
year free cash flow and TSR out-performance
    
    
    30.6
    %
    
    
    30.6
    %
    
    
    30.6
    %
    
    
    30.6
    %GLTI performance shares vesting in 2011
    
    
    2,181,088
    
    
    
    1,333,363
    
    
    
    1,017,970
    
    
    
    441,550
 
 Note:(1)
    
    The executive directors GSTIP for the 2011 financial year is payable in June 2011 with actual
payments detailed in the table above. Vittorio Colao, Andy Halford and Stephen Pusey were measured
solely against Group performance, whilst Michel Combes was measured on both Group and Europe region
performance.




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##### Table of Contents



68   Vodafone Group Plc
   Provision
    
    Detailed itemsNotice period
    
    12 monthsRetirement date
    
    Normal retirement dateTermination payment
    
    Up to 12 months salary

Bonus paid up to termination day 

Entitlements under incentive plans and benefits
that are consistent with the terms of such plansRemuneration
    
    Salary, pension, and benefits

Company car or cash allowance 

Participation in the GSTIP, GLTI
and the employee share schemesNon-competition
    
    During employment and for 12 months thereafterContract dates
    
    Date of 
service agreement
    
    Length of Board serviceVittorio Colao
    
    27 May 2008
    
    2 years 10 monthsAndy Halford
    
    20 May 2005
    
    5 years 10 monthsMichel Combes
    
    1 June 2009
    
    1 year 10 monthsStephen Pusey
    
    1 June 2009
    
    1 year 10 months
   
   Cascade of policy to Executive Committee  2011 financial yearTotal remuneration and base salaryMethodology consistent with the executive directors.Annual bonusThe annual bonus is based on the same measures. For some individuals these are measured
within a region rather than across the whole Group.
 Cascade of policy to Executive Committee  2011 financial yearLong-term incentiveThe long-term incentive is consistent with the executive directors including the opportunity to
invest in the GLTI to receive matching awards. In addition, Executive Committee members have a
share ownership requirement of two times base salary.
   Summary of plansSharesaveThe Vodafone Group 2008 Sharesave Plan is a HM Revenue & Customs (HMRC) approved scheme open
to all staff permanently employed by a Vodafone Company in the UK as of the eligibility date.
Options under the plan are granted at up to a 20% discount to market value. Executive directors
participation is included in the option table on page 71.
 Share Incentive PlanThe Vodafone Share Incentive Plan is an HMRC approved plan open to all staff permanently
employed by a Vodafone Company in the UK. Participants may contribute up to a maximum of £125 per
month (or 5% of salary if less) which the trustee of the plan uses to buy shares on their behalf.
An equivalent number of shares are purchased with contributions from the employing company.
UK-based executive directors are eligible to participate.




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##### Table of Contents



Vodafone Group Plc 69
 Governance
 
 Salary/fees
    
    
    Incentive schemes(1)
    
    
    Cash in lieu of pension
    
    
    Benefits/other(2)
    
    
    Total2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Chief Executive
Vittorio Colao
    
    
    1,043
    
    
    
    975
    
    
    
    1,323
    
    
    
    1,255
    
    
    
    313
    
    
    
    292
    
    
    
    55
    
    
    
    146
    
    
    
    2,734
    
    
    
    2,668Other executive directors
Andy Halford
    
    
    694
    
    
    
    674
    
    
    
    869
    
    
    
    868
    
    
    
    208
    
    
    
    169
    
    
    
    27
    
    
    
    26
    
    
    
    1,798
    
    
    
    1,737Michel Combes
    
    
    763
    
    
    
    737
    
    
    
    745
    
    
    
    818
    
    
    
    229
    
    
    
    221
    
    
    
    22
    
    
    
    52
    
    
    
    1,759
    
    
    
    1,828Stephen Pusey
    
    
    538
    
    
    
    491
    
    
    
    683
    
    
    
    632
    
    
    
    161
    
    
    
    147
    
    
    
    31
    
    
    
    38
    
    
    
    1,413
    
    
    
    1,308Total
    
    
    3,038
    
    
    
    2,877
    
    
    
    3,620
    
    
    
    3,573
    
    
    
    911
    
    
    
    829
    
    
    
    135
    
    
    
    262
    
    
    
    7,704
    
    
    
    7,541
  (1)
    
    These figures are the cash payouts from the 2011 financial year Vodafone GSTIP and are in
relation to the performance against targets in adjusted operating profit, service revenue,
free cash flow and competitive performance for the financial year ended 31 March 2011.(2)
    
    Includes amounts in respect of cost of living allowance, private healthcare and car allowance.
 (1)
 2011
    
    
    2010£000
    
    
    £000Salaries and fees
    
    
    3,151
    
    
    
    3,655Incentive schemes(2)
    
    
    4,081
    
    
    
    4,417Cash in lieu of pension
    
    
    456
    
    
    
    164Benefits/other
    
    
    799
    
    
    
    3,376Total
    
    
    8,487
    
    
    
    11,612
  (1)
    
    Aggregate remuneration for the Executive Committee is in respect of those individuals who
were members of the Executive Committee, other than the executive directors, during the year
ended 31 March 2011 and reflects compensation paid from either 1 April 2010 or date of
appointment to the Executive Committee, to 31 March 2011 or date of leaving, where applicable.
 (2)
    
    Comprises the incentive scheme information for the Executive Committee members on an
equivalent basis to that disclosed for directors in the table at the top of this page.
Details of share incentives awarded to directors and other members of the Executive Committee
are included in footnotes to Long-term incentives on page 70.
     Transfer value
    
    
    EmployerChange in
    
    
    Change in
    
    
    of change
    
    
    allocation/Change in
    
    
    
    
    
    
    
    
    
    
    transfer value
    
    
    accrued
    
    
    in accrued
    
    
    contributionTotal accrued
    
    
    accrued
    
    
    Transfer
    
    
    Transfer
    
    
    over year less
    
    
    benefit in
    
    
    benefit net
    
    
    to definedbenefit at 31
    
    
    benefit over
    
    
    value at 31
    
    
    value at 31
    
    
    member
    
    
    excess of
    
    
    of member
    
    
    contributionMarch 2011(1)
    
    
    the year(1)
    
    
    March 2010(2)
    
    
    March 2011(2)
    
    
    contributions
    
    
    inflation(3)
    
    
    contributions
    
    
    Plans£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Andy Halford
    
    
    17.8
    
    
    
    
    
    
    
    628.0
    
    
    
    701.2
    
    
    
    73.2
    
    
    
    (0.8
    )
    
    
    (32.8
    )
    
    
    
  (1)
    
    Andy Halford took the opportunity to take early retirement from the pension scheme due to the
closure of the scheme on 31 March 2010 (aged 51 years). In accordance with the scheme rules,
his
accrued pension at this date was reduced with an early retirement factor for four years to
reflect the fact that his pension is being paid before age 55 and is therefore expected to be
paid out for a longer period of time. In addition, Andy Halford exchanged part of his early
retirement pension at 31 March 2010 for a tax-free cash lump sum of £118,660. The pension in
payment at 31 March 2010 was £17,800 per year. This pension
is due to increase on 1 April 2011 by
5%, in line with the scheme rules, to £18,700 per year. However, at 31 March 2011 the pension
in payment remained at £17,800 per year as shown above. No member contributions are payable as Andy
Halford is in receipt of his pension.(2)
    
    The transfer value at 31 March 2011 has been calculated on the basis and methodology set by the
trustees after taking actuarial advice. No director elected to pay additional voluntary
contributions. The transfer value disclosed above does not represent a sum paid or payable to the
individual director. Instead it represents a potential liability of the pension scheme.(3)
    
    Inflation has been taken as the increase in the retail price index over the year to 30
September 2010.




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##### Table of Contents



70 Vodafone Group Plc
  Long-term incentives
Performance shares
  Total interestin performance
    
    
    Shares
    
    
    Sharesshares at
    
    
    conditionally
    
    
    forfeited
    
    
    Shares
    
    
    Total interest
    
    
    
    
    
    
    Market1 April 2010
    
    
    awarded
    
    
    during
    
    
    vested during
    
    
    in performance
    
    
    
    
    
    
    price at dateor date of
    
    
    during the 2011
    
    
    the 2011
    
    
    the 2011
    
    
    shares at
    
    
    
    
    
    
    awardsappointment
    
    
    financial year(1)
    
    
    financial year(2)
    
    
    financial year(3)
    
    
    31 March 2011(4)
    
    
    Total value(5)
    
    
    granted
    
    
    Vesting dateNumber
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Numberof shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    £000
    
    
    PenceVittorio Colao2007
    
    
    1,557,409
    
    
    
    
    
    
    
    (1,168,057
    )
    
    
    (389,352
    )
    
    
    
    
    
    
    
    
    
    
    156.00
    
    
    Jul 20102008  Base award
    
    
    4,126,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,126,587
    
    
    
    7,283
    
    
    
    129.95
    
    
    Jul 20112008  Match award
    
    
    3,001,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,001,154
    
    
    
    5,297
    
    
    
    129.95
    
    
    Jul 20112009  Base award
    
    
    4,564,995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,564,995
    
    
    
    8,057
    
    
    
    117.20
    
    
    Jun 20122009  Match award
    
    
    1,817,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,817,866
    
    
    
    3,209
    
    
    
    117.20
    
    
    Jun 20122010  Base award
    
    
    
    
    
    
    4,097,873
    
    
    
    
    
    
    
    
    
    
    
    4,097,873
    
    
    
    7,233
    
    
    
    142.94
    
    
    Jun 20132010  Match award
    
    
    
    
    
    
    2,980,271
    
    
    
    
    
    
    
    
    
    
    
    2,980,271
    
    
    
    5,260
    
    
    
    142.94
    
    
    Jun 2013Total
    
    
    15,068,011
    
    
    
    7,078,144
    
    
    
    (1,168,057
    )
    
    
    (389,352
    )
    
    
    20,588,746
    
    
    
    36,339Andy Halford2007
    
    
    1,190,305
    
    
    
    
    
    
    
    (892,729
    )
    
    
    (297,576
    )
    
    
    
    
    
    
    
    
    
    
    156.00
    
    
    Jul 20102008  Base award
    
    
    2,282,447
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,282,447
    
    
    
    4,029
    
    
    
    129.95
    
    
    Jul 20112008  Match award
    
    
    2,074,952
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,074,952
    
    
    
    3,662
    
    
    
    129.95
    
    
    Jul 20112009  Base award
    
    
    2,524,934
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,524,934
    
    
    
    4,457
    
    
    
    117.20
    
    
    Jun 20122009  Match award
    
    
    1,676,756
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,676,756
    
    
    
    2,959
    
    
    
    117.20
    
    
    Jun 20122010  Base award
    
    
    
    
    
    
    2,154,750
    
    
    
    
    
    
    
    
    
    
    
    2,154,750
    
    
    
    3,803
    
    
    
    142.94
    
    
    Jun 20132010  Match award
    
    
    
    
    
    
    1,958,863
    
    
    
    
    
    
    
    
    
    
    
    1,958,863
    
    
    
    3,457
    
    
    
    142.94
    
    
    Jun 2013Total
    
    
    9,749,394
    
    
    
    4,113,613
    
    
    
    (892,729
    )
    
    
    (297,576
    )
    
    
    12,672,702
    
    
    
    22,367Michel Combes2008  Base award
    
    
    2,589,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,589,782
    
    
    
    4,571
    
    
    
    129.95
    
    
    Nov 20112008  Match award
    
    
    736,919
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    736,919
    
    
    
    1,301
    
    
    
    129.95
    
    
    Nov 20112009  Base award
    
    
    2,771,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,771,771
    
    
    
    4,892
    
    
    
    117.20
    
    
    Jun 20122009  Match award
    
    
    533,854
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    533,854
    
    
    
    942
    
    
    
    117.20
    
    
    Jun 20122010  Base award
    
    
    
    
    
    
    2,370,225
    
    
    
    
    
    
    
    
    
    
    
    2,370,225
    
    
    
    4,183
    
    
    
    142.94
    
    
    Jun 20132010  Match award
    
    
    
    
    
    
    1,144,116
    
    
    
    
    
    
    
    
    
    
    
    1,144,116
    
    
    
    2,019
    
    
    
    142.94
    
    
    Jun 2013Total
    
    
    6,632,326
    
    
    
    3,514,341
    
    
    
    
    
    
    
    
    
    
    
    10,146,667
    
    
    
    17,908Stephen Pusey2007
    
    
    491,325
    
    
    
    
    
    
    
    (368,494
    )
    
    
    (122,831
    )
    
    
    
    
    
    
    
    
    
    
    156.00
    
    
    Jul 20102008  Base award
    
    
    942,132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    942,132
    
    
    
    1,663
    
    
    
    129.95
    
    
    Jul 20112008  Match award
    
    
    500,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,844
    
    
    
    884
    
    
    
    129.95
    
    
    Jul 20112009  Base award
    
    
    1,872,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,872,818
    
    
    
    3,306
    
    
    
    117.20
    
    
    Jun 20122009  Match award
    
    
    510,879
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    510,879
    
    
    
    902
    
    
    
    117.20
    
    
    Jun 20122010  Base award
    
    
    
    
    
    
    1,693,018
    
    
    
    
    
    
    
    
    
    
    
    1,693,018
    
    
    
    2,988
    
    
    
    142.94
    
    
    Jun 20132010  Match award
    
    
    
    
    
    
    571,097
    
    
    
    
    
    
    
    
    
    
    
    571,097
    
    
    
    1,008
    
    
    
    142.94
    
    
    Jun 2013Total
    
    
    4,317,998
    
    
    
    2,264,115
    
    
    
    (368,494
    )
    
    
    (122,831
    )
    
    
    6,090,788
    
    
    
    10,751
  (1)
    
    The awards were granted during the year under the Vodafone Global lncentive Plan using an
average of the closing share prices on each of the five working days prior to 28 June 2010
being 142.9 pence. These awards have a performance period running from 1 April 2010 to 31
March 2013. The performance conditions are a matrix of free cash flow performance and relative
TSR. The vesting date will be in June 2013.
 (2)
    
    Shares granted on 24 July 2007 vested on 24 July 2010. The performance condition on these
awards was a relative TSR measure against the companies making up the FTSE Global Telecoms
index at the start of the performance period. The threshold relative TSR performance target
was met and as such shares vested at 25%. The share price on the vesting date was 151.5 pence.
 (3)
    
    The share vesting gave rise to cash payments equal to the equivalent value of dividends over
the vesting period. These cash payments equated to £91,484 for Vittorio Colao, £70,198 for
Andy Halford and £28,976 for Stephen Pusey.
 (4)
    
    The total interest at 31 March 2011 includes awards over three different performance periods
ending on 31 March 2011, 31 March 2012 and 31 March 2013. The performance conditions for the
award vesting in July 2011 are a matrix of free cash flow performance and relative TSR.
 (5)
    
    The total value is calculated using the closing mid-market share price at 31 March 2011 of
176.5 pence.




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##### Table of Contents



Vodafone Group 71
 Governance
 Share options
   Options
    
    
    Options
    
    
    OptionsAt
    
    
    granted
    
    
    exercised
    
    
    lapsed1 April 2010
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marketor date of
    
    
    2011 financial
    
    
    2011 financial
    
    
    2011 financial
    
    
    held at
    
    
    Option
    
    
    
    
    
    
    
    
    
    
    price onappointment
    
    
    year
    
    
    year
    
    
    year
    
    
    31 March 2011
    
    
    price
    
    
    Date from
    
    
    
    
    
    exerciseGrant
    
    Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    
    
    
    
    which
    
    Expirydate
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    Pence(1)
    
    
    exercisable
    
    date
    
    PenceVittorio ColaoGIP
    
    Nov 2006
    
    
    3,472,975
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,472,975
    
    
    
    135.50
    
    
    Nov 2009
    
    Nov 2016
    
    
    GIP(2)
    
    Jul 2007
    
    
    3,003,575
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,003,575
    
    
    
    167.80
    
    
    Jul 2010
    
    Jul 2017
    
    
    SAYE
    
    Jul 2009
    
    
    16,568
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,568
    
    
    
    93.85
    
    
    Sep 2014
    
    Feb 2015
    
    
    Total
    
    
    
    
    
    
    6,493,118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,493,118Andy HalfordCSOS
    
    Jul 2000
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    282.30
    
    
    Jul 2003
    
    Jul 2010
    
    
    ESOS
    
    Jul 2000
    
    
    66,700
    
    
    
    
    
    
    
    
    
    
    
    (66,700
    )
    
    
    
    
    
    
    282.30
    
    
    Jul 2003
    
    Jul 2010
    
    
    LTSIP
    
    Jul 2001
    
    
    152,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,400
    
    
    
    151.56
    
    
    Jul 2004
    
    Jul 2011
    
    
    LTSIP
    
    Jul 2005
    
    
    1,291,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,291,326
    
    
    
    145.25
    
    
    Jul 2008
    
    Jul 2015
    
    
    GIP(2)
    
    Jul 2007
    
    
    2,295,589
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,295,589
    
    
    
    167.80
    
    
    Jul 2010
    
    Jul 2017
    
    
    SAYE
    
    Jul 2009
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,669
    
    
    
    93.85
    
    
    Sep 2012
    
    Feb 2013
    
    
    Total
    
    
    
    
    
    
    3,815,884
    
    
    
    
    
    
    
    
    
    
    
    (66,900
    )
    
    
    3,748,984Stephen PuseyGIP
    
    Sep 2006
    
    
    1,034,259
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,034,259
    
    
    
    113.75
    
    
    Sep 2009
    
    Sep 2016
    
    
    GIP(2)
    
    Jul 2007
    
    
    947,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    947,556
    
    
    
    167.80
    
    
    Jul 2010
    
    Jul 2017
    
    
    SAYE
    
    Jul 2009
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,669
    
    
    
    93.85
    
    
    Sep 2012
    
    Feb 2013
    
    
    Total
    
    
    
    
    
    
    1,991,484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,991,484Michel CombesSAYE
    
    Jul 2009
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,669
    
    
    
    93.85
    
    
    Sep 2012
    
    Feb 2013
    
    
    Total
    
    
    
    
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,669
  (1)
    
    The closing mid-market share price on 31 March 2011 was 176.5 pence. The highest mid-market
share price during the year was 185.0 pence and the lowest price was 126.5 pence.
 (2)
    
    The performance condition on these options is a three year cumulative growth in adjusted
earnings per share. The options vested at 100% on 24 July 2010.




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##### Table of Contents



72 Vodafone Group Plc
   Fee payable (£000s)From
    
    
    FromPosition/role
    
    1 April 2011
    
    
    1 April 2010Chairman(1)
    
    
    600
    
    
    
    600Deputy Chairman
    
    
    175
    
    
    
    162Non-executive director
    
    
    115
    
    
    
    115Chairmanship of Audit Committee
    
    
    25
    
    
    
    25Chairmanship of Remuneration Committee
    
    
    25
    
    
    
    20
  (1)
    
    The Chairmans fee also includes the fee for the Chairmanship of the Nominations and
Governance Committee.
 Date of
    
    Date ofletter of appointment
    
    election/re-electionJohn Buchanan
    
    28 April 2003
    
    AGM 2011Renee James
    
    1 January 2011
    
    AGM 2011Alan Jebson
    
    7 November 2006
    
    AGM 2011Samuel Jonah
    
    9 March 2009
    
    AGM 2011Gerard Kleisterlee
    
    1 April 2011
    
    AGM 2011Nick Land
    
    7 November 2006
    
    AGM 2011Anne Lauvergeon
    
    20 September 2005
    
    AGM 2011Luc Vandevelde
    
    24 June 2003
    
    AGM 2011Anthony Watson
    
    6 February 2006
    
    AGM 2011Philip Yea
    
    14 July 2005
    
    AGM 2011
    Salary/fees
    
    
    Benefits
    
    
    Total2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000ChairmanSir John Bond
    
    
    600
    
    
    
    575
    
    
    
    3
    
    
    
    3
    
    
    
    603
    
    
    
    578Deputy ChairmanJohn Buchanan
    
    
    162
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    162
    
    
    
    155Non-executive directorsRenee James(1)
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    Alan Jebson(1)
    
    
    151
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    151
    
    
    
    146Samuel Jonah(1)
    
    
    151
    
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    151
    
    
    
    140Nick Land
    
    
    140
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    135Anne Lauvergeon
    
    
    115
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    115
    
    
    
    110Simon Murray (retired 26 July 2010)
    
    
    38
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    110Luc Vandevelde
    
    
    135
    
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    130Anthony Watson
    
    
    115
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    115
    
    
    
    110Philip Yea
    
    
    115
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    115
    
    
    
    110Total
    
    
    1,757
    
    
    
    1,721
    
    
    
    3
    
    
    
    3
    
    
    
    1,760
    
    
    
    1,724
  (1)
    
    Salary/fees includes travel allowances.




---



##### Table of Contents



Vodafone
Group Plc 73
 Governance
   1 April 2010 or16 May 2011
    
    
    31 March 2011
    
    
    date of appointmentSir John Bond
    
    
    370,677
    
    
    
    370,677
    
    
    
    357,584John Buchanan
    
    
    222,223
    
    
    
    222,223
    
    
    
    211,055Vittorio Colao
    
    
    2,307,663
    
    
    
    2,307,663
    
    
    
    1,575,567Andy Halford
    
    
    2,335,914
    
    
    
    2,335,622
    
    
    
    2,186,541Michel Combes
    
    
    670,589
    
    
    
    670,297
    
    
    
    392,223Stephen Pusey
    
    
    544,733
    
    
    
    544,733
    
    
    
    402,599Renee James(1)
    
    
    50,000
    
    
    
    50,000
    
    
    
    Alan Jebson
    
    
    82,340
    
    
    
    82,340
    
    
    
    82,340Samuel Jonah
    
    
    55,350
    
    
    
    55,350
    
    
    
    Gerard Kleisterlee(1)
    
    
    
    
    
    
    
    
    
    
    Nick Land
    
    
    35,000
    
    
    
    35,000
    
    
    
    35,000Anne Lauvergeon
    
    
    28,936
    
    
    
    28,936
    
    
    
    28,936Simon Murray (retired 27 July 2010)
    
    
    
    
    
    
    
    
    
    
    246,250Luc Vandevelde
    
    
    89,030
    
    
    
    89,030
    
    
    
    72,829Anthony Watson
    
    
    115,000
    
    
    
    115,000
    
    
    
    115,000Philip Yea
    
    
    61,250
    
    
    
    61,250
    
    
    
    61,250
  (1)
    
    Non-executive directors appointed to the Board as follows: Renee James 1 January 2011, Gerard
Kleisterlee 1 April 2011.
  Interests in share options of the Company
    Directors interests in contracts




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##### Table of Contents



74   Vodafone Group Plc Annual Report 2011 
   Directors statement of responsibility
    
    
    75Audit report on internal controls
    
    
    76Critical accounting estimates
    
    
    77Audit report on the consolidated financial statements
    
    
    79Consolidated financial statements
    
    
    80Consolidated income statement
    
    
    80Consolidated statement of comprehensive income
    
    
    80Consolidated statement of financial position
    
    
    81Consolidated statement of changes in equity
    
    
    82Consolidated statement of cash flows
    
    
    83Notes to the consolidated financial statements:1. Basis of preparation
    
    
    842. Significant accounting policies
    
    
    843. Segment analysis
    
    
    904. Operating profit
    
    
    925. Investment income and financing costs
    
    
    936. Taxation
    
    
    947. Equity dividends
    
    
    968. Earnings per share
    
    
    969. Intangible assets
    
    
    9710. Impairment
    
    
    9811. Property, plant and equipment
    
    
    10212. Principal subsidiaries
    
    
    10313. Investments in joint ventures
    
    
    10414. Investments in associates
    
    
    10515. Other investments
    
    
    10516. Inventory
    
    
    10617. Trade and other receivables
    
    
    10618. Cash and cash equivalents
    
    
    10719. Called up share capital
    
    
    10720. Share-based payments
    
    
    10821. Capital and financial risk management
    
    
    11022. Borrowings
    
    
    11323. Post employment benefits
    
    
    11724. Provisions
    
    
    11925. Trade and other payables
    
    
    12026. Reconciliation of net cash flow from operating activities
    
    
    12027. Commitments
    
    
    12128. Contingent liabilities
    
    
    12129. Directors and key management compensation
    
    
    12330. Related party transactions
    
    
    12331. Employees
    
    
    12432. Subsequent events
    
    
    124
 Separate financial statements required by Rule 3-09 of Regulation S-X
    
    
    B-1Report of Independent Registered Public Accounting Firm
    
    
    B-30




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   75 Financials
 
   
    
    select suitable accounting policies and apply them consistently;
    
    make judgements and estimates that are reasonable and prudent;
    
    state whether the consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the IASB, in accordance with
IFRS as adopted for use in the EU and Article 4 of the EU IAS Regulations;
    
    state for the Company financial statements whether applicable UK accounting standards have
been followed; and
    
    prepare the financial statements on a going concern basis unless it is inappropriate to
presume that the Company and the Group will continue in business.
    
    
    the consolidated financial statements, prepared in accordance with IFRS as issued by the
International Accounting Standards Board (IASB) and IFRS as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Group;
and
    
    the directors report includes a fair review of the development and performance of the
business and the position of the Group together with a description of the principal risks and
uncertainties that it faces.
 Rosemary Martin




---



##### Table of Contents



76   Vodafone Group Plc Annual Report 2011 
   
 Deloitte LLP




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   77 Financials
 
   
    
    growth in adjusted EBITDA, calculated as adjusted operating profit before depreciation and
amortisation;
    
    timing and quantum of future capital expenditure;
    
    long-term growth rates; and
    
    the selection of discount rates to reflect the risks involved.
   
    
    the nominal GDP rates for the country of operation;and
    
    the long-term compound annual growth rate in adjusted EBITDA in years six to ten estimated by
management.
  
    
    the nominal GDP rates for the country of operation;and
    
    the compound annual growth rate in adjusted EBITDA in years nine to ten of the management
plan.




---



##### Table of Contents



78   Vodafone Group Plc Annual Report 2011   
 Licences and spectrum fees
  Customer bases
  Capitalised software




---



##### Table of Contents



Vodafone Group Plc Annual Report 2011   79 Financials
 
   Deloitte LLP




---



##### Table of Contents



80   Vodafone Group Plc Annual Report 2011 
   2011
    
    
    2010
    
    
    2009Note
    
    
    £m
    
    
    £m
    
    
    £mRevenue
    
    
    3
    
    
    
    45,884
    
    
    
    44,472
    
    
    
    41,017Cost of sales
    
    
    
    
    
    
    (30,814
    )
    
    
    (29,439
    )
    
    
    (25,842
    )Gross profit
    
    
    
    
    
    
    15,070
    
    
    
    15,033
    
    
    
    15,175Selling and distribution expenses
    
    
    
    
    
    
    (3,067
    )
    
    
    (2,981
    )
    
    
    (2,738
    )Administrative expenses
    
    
    
    
    
    
    (5,300
    )
    
    
    (5,328
    )
    
    
    (4,771
    )Share of result in associates
    
    
    14
    
    
    
    5,059
    
    
    
    4,742
    
    
    
    4,091Impairment losses
    
    
    10
    
    
    
    (6,150
    )
    
    
    (2,100
    )
    
    
    (5,900
    )Other income and expense
    
    
    
    
    
    
    (16
    )
    
    
    114
    
    
    
    Operating profit
    
    
    4
    
    
    
    5,596
    
    
    
    9,480
    
    
    
    5,857Non-operating income and expense
    
    
    15
    
    
    
    3,022
    
    
    
    (10
    )
    
    
    (44
    )Investment income
    
    
    5
    
    
    
    1,309
    
    
    
    716
    
    
    
    795Financing costs
    
    
    5
    
    
    
    (429
    )
    
    
    (1,512
    )
    
    
    (2,419
    )Profit before taxation
    
    
    
    
    
    
    9,498
    
    
    
    8,674
    
    
    
    4,189Income tax expense
    
    
    6
    
    
    
    (1,628
    )
    
    
    (56
    )
    
    
    (1,109
    )Profit for the financial year
    
    
    
    
    
    
    7,870
    
    
    
    8,618
    
    
    
    3,080Attributable to: Equity shareholders
    
    
    
    
    
    
    7,968
    
    
    
    8,645
    
    
    
    3,078 Non-controlling interests
    
    
    
    
    
    
    (98
    )
    
    
    (27
    )
    
    
    27,870
    
    
    
    8,618
    
    
    
    3,080Basic earnings per share
    
    
    8
    
    
    
    15.20p
    
    
    
    16.44p
    
    
    
    5.84pDiluted earnings per share
    
    
    8
    
    
    
    15.11p
    
    
    
    16.36p
    
    
    
    5.81p
 
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mGains/losses) on revaluation of available-for-sale investments, net of tax
    
    
    310
    
    
    
    206
    
    
    
    (2,383
    )Foreign exchange translation differences, net of tax
    
    
    (2,132
    )
    
    
    (1,021
    )
    
    
    12,375Net actuarial gains/losses) on defined benefit pension schemes, net of tax
    
    
    136
    
    
    
    (104
    )
    
    
    (163
    )Revaluation gain
    
    
    
    
    
    
    860
    
    
    
    68Foreign exchange gains transferred to the income statement
    
    
    (630
    )
    
    
    (84
    )
    
    
    (3
    )Fair value (gains)/losses transferred to the income statement
    
    
    (2,192
    )
    
    
    3
    
    
    
    Other, net of tax
    
    
    19
    
    
    
    67
    
    
    
    (40
    )Other comprehensive (loss)/income
    
    
    (4,489
    )
    
    
    (73
    )
    
    
    9,854Profit for the financial year
    
    
    7,870
    
    
    
    8,618
    
    
    
    3,080Total comprehensive income for the year
    
    
    3,381
    
    
    
    8,545
    
    
    
    12,934Attributable to: Equity shareholders
    
    
    3,567
    
    
    
    8,312
    
    
    
    13,037 Non-controlling interests
    
    
    (186
    )
    
    
    233
    
    
    
    (103
    )3,381
    
    
    
    8,545
    
    
    
    12,934




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   81 Financials
 
   2011
    
    
    2010Note
    
    
    £m
    
    
    £mNon-current assetsGoodwill
    
    
    9
    
    
    
    45,236
    
    
    
    51,838Other intangible assets
    
    
    9
    
    
    
    23,322
    
    
    
    22,420Property, plant and equipment
    
    
    11
    
    
    
    20,181
    
    
    
    20,642Investments in associates
    
    
    14
    
    
    
    38,105
    
    
    
    36,377Other investments
    
    
    15
    
    
    
    1,381
    
    
    
    7,591Deferred tax assets
    
    
    6
    
    
    
    2,018
    
    
    
    1,033Post employment benefits
    
    
    23
    
    
    
    97
    
    
    
    34Trade and other receivables
    
    
    17
    
    
    
    3,877
    
    
    
    2,831134,217
    
    
    
    142,766Current assetsInventory
    
    
    16
    
    
    
    537
    
    
    
    433Taxation recoverable
    
    
    
    
    
    
    281
    
    
    
    191Trade and other receivables
    
    
    17
    
    
    
    9,259
    
    
    
    8,784Other investments
    
    
    15
    
    
    
    674
    
    
    
    388Cash and cash equivalents
    
    
    18
    
    
    
    6,252
    
    
    
    4,42317,003
    
    
    
    14,219Total assets
    
    
    
    
    
    
    151,220
    
    
    
    156,985EquityCalled up share capital
    
    
    19
    
    
    
    4,082
    
    
    
    4,153Additional paid-in capital
    
    
    
    
    
    
    153,760
    
    
    
    153,509Treasury shares
    
    
    
    
    
    
    (8,171
    )
    
    
    (7,810
    )Retained losses
    
    
    
    
    
    
    (77,661
    )
    
    
    (79,655
    )Accumulated other comprehensive income
    
    
    
    
    
    
    15,545
    
    
    
    20,184Total equity shareholders funds
    
    
    
    
    
    
    87,555
    
    
    
    90,381Non-controlling interests
    
    
    
    
    
    
    2,880
    
    
    
    3,379Put options over non-controlling interests
    
    
    
    
    
    
    (2,874
    )
    
    
    (2,950
    )Total non-controlling interests
    
    
    
    
    
    
    6
    
    
    
    429Total equity
    
    
    
    
    
    
    87,561
    
    
    
    90,810Non-current liabilitiesLong-term borrowings
    
    
    22
    
    
    
    28,375
    
    
    
    28,632Taxation liabilities
    
    
    
    
    
    
    350
    
    
    
    Deferred tax liabilities
    
    
    6
    
    
    
    6,486
    
    
    
    7,377Post employment benefits
    
    
    23
    
    
    
    87
    
    
    
    237Provisions
    
    
    24
    
    
    
    482
    
    
    
    497Trade and other payables
    
    
    25
    
    
    
    804
    
    
    
    81636,584
    
    
    
    37,559Current liabilitiesShort-term borrowings
    
    
    22
    
    
    
    9,906
    
    
    
    11,163Taxation liabilities
    
    
    
    
    
    
    1,912
    
    
    
    2,874Provisions
    
    
    24
    
    
    
    559
    
    
    
    497Trade and other payables
    
    
    25
    
    
    
    14,698
    
    
    
    14,08227,075
    
    
    
    28,616Total equity and liabilities
    
    
    
    
    
    
    151,220
    
    
    
    156,985
  -s- Vittorio Colao
    
    -s- Andy HalfordVittorio Colao
    
    Andy HalfordChief Executive
    
    Chief Financial Officer




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##### Table of Contents



82   Vodafone Group Plc Annual Report 2011 
   EquityAdditional
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    share-
    
    
    Non-Share
    
    
    paid-in
    
    
    Treasury
    
    
    Retained
    
    
    Currency
    
    
    Pensions
    
    
    Investment
    
    
    Revaluation
    
    
    
    
    
    
    holders
    
    
    controllingcapital
    
    
    capital(1)
    
    
    shares
    
    
    losses
    
    
    reserve
    
    
    reserve
    
    
    reserve
    
    
    surplus
    
    
    Other
    
    
    funds
    
    
    interests
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m1 April 2008
    
    
    4,182
    
    
    
    153,139
    
    
    
    (7,856
    )
    
    
    (81,980
    )
    
    
    5,974
    
    
    
    (96
    )
    
    
    4,531
    
    
    
    112
    
    
    
    37
    
    
    
    78,043
    
    
    
    (1,572
    )
    
    
    76,471Issue or reissue of
shares
    
    
    3
    
    
    
    4
    
    
    
    65
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    28Purchase of own
shares
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    (1,000
    )Redemption or
cancellation of shares
    
    
    (32
    )
    
    
    47
    
    
    
    755
    
    
    
    (770
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share-based payment
    
    
    
    
    
    
    158
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158
    
    
    
    
    
    
    
    158Acquisition of
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    436
    
    
    
    349Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,078
    
    
    
    12,477
    
    
    
    (163
    )
    
    
    (2,383
    )
    
    
    68
    
    
    
    (40
    )
    
    
    13,037
    
    
    
    (103
    )
    
    
    12,934Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,078
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,078
    
    
    
    2
    
    
    
    3,080OCI    before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,614
    
    
    
    (220
    )
    
    
    (2,383
    )
    
    
    68
    
    
    
    (56
    )
    
    
    10,023
    
    
    
    (105
    )
    
    
    9,918OCI   taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (134
    )
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    (61
    )
    
    
    
    
    
    
    (61
    )Transfer to the income
statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,017
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,017
    )
    
    
    (162
    )
    
    
    (4,179
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    1631 March 2009
    
    
    4,153
    
    
    
    153,348
    
    
    
    (8,036
    )
    
    
    (83,820
    )
    
    
    18,451
    
    
    
    (259
    )
    
    
    2,148
    
    
    
    180
    
    
    
    (3
    )
    
    
    86,162
    
    
    
    (1,385
    )
    
    
    84,777Issue or reissue of
shares
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    (119
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    
    
    
    
    70Share-based payment
    
    
    
    
    
    
    161
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    161Acquisition of
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    1,636
    
    
    
    1,503Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,645
    
    
    
    (1,365
    )
    
    
    (104
    )
    
    
    209
    
    
    
    860
    
    
    
    67
    
    
    
    8,312
    
    
    
    233
    
    
    
    8,545Profit/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,645
    
    
    
    (27
    )
    
    
    8,618OCI   before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,320
    )
    
    
    (149
    )
    
    
    377
    
    
    
    860
    
    
    
    79
    
    
    
    (153
    )
    
    
    260
    
    
    
    107OCI   taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    45
    
    
    
    (171
    )
    
    
    
    
    
    
    (12
    )
    
    
    (99
    )
    
    
    
    
    
    
    (99
    )Transfer to the income
statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84
    )
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    
    
    
    
    (81
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,131
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,131
    )
    
    
    (56
    )
    
    
    (4,187
    )Other
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    (97
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    1
    
    
    
    (59
    )31 March 2010
    
    
    4,153
    
    
    
    153,509
    
    
    
    (7,810
    )
    
    
    (79,655
    )
    
    
    17,086
    
    
    
    (363
    )
    
    
    2,357
    
    
    
    1,040
    
    
    
    64
    
    
    
    90,381
    
    
    
    429
    
    
    
    90,810Issue or reissue of
shares
    
    
    
    
    
    
    
    
    
    
    232
    
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    107Redemption or
cancellation of shares
    
    
    (71
    )
    
    
    71
    
    
    
    1,532
    
    
    
    (1,532
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of own
shares
    
    
    
    
    
    
    
    
    
    
    (2,125
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,125
    )
    
    
    
    
    
    
    (2,125
    )Share-based payment
    
    
    
    
    
    
    180
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    180Acquisition of
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120
    )
    
    
    35
    
    
    
    (85
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,968
    
    
    
    (2,669
    )
    
    
    136
    
    
    
    (1,882
    )
    
    
    
    
    
    
    14
    
    
    
    3,567
    
    
    
    (186
    )
    
    
    3,381Profit/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,968
    
    
    
    (98
    )
    
    
    7,870OCI    before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,053
    )
    
    
    190
    
    
    
    347
    
    
    
    
    
    
    
    14
    
    
    
    (1,502
    )
    
    
    (88
    )
    
    
    (1,590
    )OCI   taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    (54
    )
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    (77
    )
    
    
    
    
    
    
    (77
    )Transfer to the income
statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (630
    )
    
    
    
    
    
    
    (2,192
    )(3)
    
    
    
    
    
    
    
    
    
    
    (2,822
    )
    
    
    
    
    
    
    (2,822
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,468
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,468
    )
    
    
    (328
    )
    
    
    (4,796
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    (238
    )
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    56
    
    
    
    8931 March 2011
    
    
    4,082
    
    
    
    153,760
    
    
    
    (8,171
    )
    
    
    (77,661
    )
    
    
    14,417
    
    
    
    (227
    )
    
    
    237
    
    
    
    1,040
    
    
    
    78
    
    
    
    87,555
    
    
    
    6
    
    
    
    87,561
 Notes:(1)
    
    Includes share premium and the capital redemption reserve.(2)
    
    Includes a £24 million tax credit (2010:
£11 million credit, 2009: £9 million charge).(3)
    
    Amount for 2011 includes a £208 million tax credit.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   83 Financials
 
   2011
    
    
    2010
    
    
    2009Note
    
    
    £m
    
    
    £m
    
    
    £mNet cash flow from operating activities
    
    
    26
    
    
    
    11,995
    
    
    
    13,064
    
    
    
    12,213Cash flows from investing activitiesPurchase of interests in subsidiaries and joint ventures, net of cash acquired
    
    
    
    
    
    (402
    )
    
    
    (1,777
    )
    
    
    (1,389
    )Purchase of intangible assets
    
    
    
    
    
    
    (4,290
    )
    
    
    (2,134
    )
    
    
    (1,764
    )Purchase of property, plant and equipment
    
    
    
    
    
    
    (4,350
    )
    
    
    (4,841
    )
    
    
    (5,204
    )Purchase of investments
    
    
    
    
    
    
    (318
    )
    
    
    (522
    )
    
    
    (133
    )Disposal of interests in subsidiaries, net of cash disposed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Disposal of interests in associates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Disposal of property, plant and equipment
    
    
    
    
    
    
    51
    
    
    
    48
    
    
    
    317Disposal of investments
    
    
    
    
    
    
    4,467
    
    
    
    17
    
    
    
    253Dividends received from associates
    
    
    
    
    
    
    1,424
    
    
    
    1,436
    
    
    
    647Dividends received from investments
    
    
    
    
    
    
    85
    
    
    
    141
    
    
    
    108Interest received
    
    
    
    
    
    
    1,659
    
    
    
    195
    
    
    
    302Taxation on investing activities
    
    
    
    
    
    
    (208
    )
    
    
    
    
    
    
    Net cash flow from investing activities
    
    
    
    
    
    
    (1,882
    )
    
    
    (7,437
    )
    
    
    (6,834
    )Cash flows from financing activitiesIssue of ordinary share capital and reissue of treasury shares
    
    
    
    
    
    
    107
    
    
    
    70
    
    
    
    22Net movement in short-term borrowings
    
    
    
    
    
    
    (573
    )
    
    
    227
    
    
    
    (25
    )Proceeds from issue of long-term borrowings
    
    
    
    
    
    
    4,861
    
    
    
    4,217
    
    
    
    6,181Repayment of borrowings
    
    
    
    
    
    
    (4,064
    )
    
    
    (5,184
    )
    
    
    (2,729
    )Purchase of treasury shares
    
    
    
    
    
    
    (2,087
    )
    
    
    
    
    
    
    (963
    )B share capital redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Equity dividends paid
    
    
    
    
    
    
    (4,468
    )
    
    
    (4,139
    )
    
    
    (4,013
    )Dividends paid to non-controlling shareholders in subsidiaries
    
    
    
    
    
    
    (320
    )
    
    
    (56
    )
    
    
    (162
    )Contributions from non-controlling shareholders in subsidiaries
    
    
    
    
    
    
    
    
    
    
    613
    
    
    
    Other transactions with non-controlling shareholders in subsidiaries
    
    
    
    
    
    
    (137
    )
    
    
    
    
    
    
    618Interest paid
    
    
    
    
    
    
    (1,578
    )
    
    
    (1,601
    )
    
    
    (1,470
    )Net cash flow from financing activities
    
    
    
    
    
    
    (8,259
    )
    
    
    (5,853
    )
    
    
    (2,556
    )Net cash flow
    
    
    
    
    
    
    1,854
    
    
    
    (226
    )
    
    
    2,823Cash and cash equivalents at beginning of the financial year
    
    
    18
    
    
    
    4,363
    
    
    
    4,846
    
    
    
    1,652Exchange (loss)/gain on cash and cash equivalents
    
    
    
    
    
    
    (12
    )
    
    
    (257
    )
    
    
    371Cash and cash equivalents at end of the financial year
    
    
    18
    
    
    
    6,205
    
    
    
    4,363
    
    
    
    4,846




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##### Table of Contents



84   Vodafone Group Plc Annual Report 2011 
   IFRS 3 (Revised) Business Combinations
  Amendment to IAS 27 Consolidated and Separate Financial Statements
 
    
    Amendments to IFRS 1, Severe hyperinflation and removal
of fixed dates for first-timer
adopters, effective for annual periods beginning on or after 1 July 2011. This standard has
not yet been endorsed for use in the EU.
    
    Amendments to IFRS 7, Financial Instruments: Disclosure, effective for annual periods
beginning on or after 1 July 2011. This standard has not yet been endorsed for use in the EU.
    
    Improvements to IFRSs, effective over a range of dates, with the earliest being for annual
periods beginning on or after 1 January 2011.
    
    Amendment to IFRS 1, Limited Exemption from Comparative IFRS 7 disclosures for first time
adopters, effective for annual periods beginning on or after 1 July 2010.
    
    Amendment to IAS 12, Deferred tax: Recovery of Underlying Assets, effective for annual
periods beginning on or after 1 January 2012. This standard has not yet been endorsed for use
in the EU.
    
    Amendment to IAS 24, Related Party Disclosures  State-controlled Entities and the
Definition of a Related Party, effective for annual periods beginning on or after 1 January
2011.
    
    Amendment to IFRIC 14, Prepayments on a Minimum Funding Requirement, effective for annual
periods beginning on or after 1 January 2011.
    
    IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments, effective annual
periods beginning on or after 1 July 2010 with early adoption permitted.
  
    
    IFRS 10, Consolidated Financial Statements, which replaces parts of IAS 27, Consolidated
and Separate Financial Statements and all of SIC-12,
Consolidation  Special Purpose
Entities, builds on existing principles by identifying the concept of control as the
determining factor in whether an entity should be included within the consolidated financial
statements of the parent company. The remainder of IAS 27, Separate Financial Statements,
now contains accounting and disclosure requirements for investments in subsidiaries, joint
ventures and associates only when an entity prepares separate financial statements and is
therefore not applicable in the Groups consolidated financial statements.
 
    
    IFRS 11, Joint Arrangements, which replaces IAS 31, Interests in Joint Ventures and
SIC-13, Jointly Controlled Entities  Non-monetary Contributions by Venturers, requires a
single method, known as the equity method, to account for interests in jointly controlled
entities which is consistent with the accounting treatment currently applied to investments in
associates. The proportionate consolidation method currently applied to the Groups interests
in joint ventures is prohibited. IAS 28, Investments in Associates and Joint Ventures, was
amended as a consequence of the issuance of IFRS 11. In addition to prescribing the accounting
for investment in associates, it now sets out the requirements for the application of the
equity method when accounting for joint ventures. The application of the equity method has not
changed as a result of this amendment.
 
    
    IFRS 12, Disclosure of Interest in Other Entities, is a new and comprehensive standard on
disclosure requirements for all forms of interests in other entities, including joint
arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   85 Financials
  
    
    standard includes disclosure requirements for entities covered under IFRS 10 and lFRS 11.
    
    IFRS 13, Fair Value Measurement, provides guidance on how fair value should be applied
where its use is already required or permitted by other standards within IFRS, including a
precise definition of fair value and a single source of fair value measurement and disclosure
requirements for use across IFRS.
 Goodwill
       Finite
lived intangible assets




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##### Table of Contents



86   Vodafone Group Plc Annual Report 2011   Licence and spectrum fees
  Computer software
     
    
    an asset is created that can be separately identified;
    
    it is probable that the asset created will generate future economic benefits; and
    
    the development cost of the asset can be measured reliably.
  Other intangible assets
  Estimated useful lives
  
    
    Licence and spectrum fees
    
    3  25 years
    
    Computer software
    
    3  5 years
    
    Brands
    
    1  10 years
    
    Customer bases
    
    2  7 years
 
    
    Freehold buildings
    
    25  50 years
    
    Leasehold premises
    
    the term of the lease
  
    
    Network infrastructure
    
    3  25 years
    
    Other
    
    3  10 years
     Goodwill
     Property, plant and equipment and finite lived intangible assets




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   87 Financials
  
    
    the Group receives an identifiable benefit in exchange for the cash incentive that is
separable from sales transactions to that intermediary; and
    
    the Group can reliably estimate the fair value of that benefit.




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##### Table of Contents



88   Vodafone Group Plc Annual Report 2011   
 Trade receivables
  Other investments
    Cash and cash equivalents
  Trade payables
  Financial
liabilities and equity instruments




---



##### Table of Contents



Vodafone Group Plc Annual Report 2011   89 Financials
  Capital market and bank borrowings
  Equity
instruments
  Derivative
financial instruments and hedge accounting
    
    
    hedges of the change of fair value of recognised assets and liabilities (fair value
hedges); or
    
    hedges of net investments in foreign operations.
  Fair value hedges
  Net Investment hedges
  Put option arrangements




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##### Table of Contents



90   Vodafone Group Plc Annual Report 2011  
    Segment
    
    
    Intra-region
    
    
    Regional
    
    
    Inter-region
    
    
    Group
    
    
    Adjustedrevenue
    
    
    revenue
    
    
    revenue
    
    
    revenue
    
    
    revenue
    
    
    EBITDA(1)£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m31 March 2011Germany
    
    
    7,900
    
    
    
    (51
    )
    
    
    7,849
    
    
    
    (2
    )
    
    
    7,847
    
    
    
    2,952Italy
    
    
    5,722
    
    
    
    (31
    )
    
    
    5,691
    
    
    
    (3
    )
    
    
    5,688
    
    
    
    2,643Spain
    
    
    5,133
    
    
    
    (62
    )
    
    
    5,071
    
    
    
    (2
    )
    
    
    5,069
    
    
    
    1,562UK
    
    
    5,271
    
    
    
    (50
    )
    
    
    5,221
    
    
    
    (7
    )
    
    
    5,214
    
    
    
    1,233Other Europe
    
    
    8,253
    
    
    
    (70
    )
    
    
    8,183
    
    
    
    (3
    )
    
    
    8,180
    
    
    
    2,433Europe
    
    
    32,279
    
    
    
    (264
    )
    
    
    32,015
    
    
    
    (17
    )
    
    
    31,998
    
    
    
    10,823India
    
    
    3,855
    
    
    
    (1
    )
    
    
    3,854
    
    
    
    (11
    )
    
    
    3,843
    
    
    
    985Vodacom
    
    
    5,479
    
    
    
    
    
    
    
    5,479
    
    
    
    (8
    )
    
    
    5,471
    
    
    
    1,844Other Africa, Middle East and Asia Pacific
    
    
    3,971
    
    
    
    
    
    
    
    3,971
    
    
    
    (27
    )
    
    
    3,944
    
    
    
    1,170Africa, Middle East and Asia Pacific
    
    
    13,305
    
    
    
    (1
    )
    
    
    13,304
    
    
    
    (46
    )
    
    
    13,258
    
    
    
    3,999Non-Controlled Interests and Common Functions
    
    
    659
    
    
    
    
    
    
    
    659
    
    
    
    (31
    )
    
    
    628
    
    
    
    (152
    )Group
    
    
    46,243
    
    
    
    (265
    )
    
    
    45,978
    
    
    
    (94
    )
    
    
    45,884
    
    
    
    14,670Verizon Wireless
    
    
    18,711
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,31331 March 2010Germany
    
    
    8,008
    
    
    
    (41
    )
    
    
    7,967
    
    
    
    (8
    )
    
    
    7,959
    
    
    
    3,122Italy
    
    
    6,027
    
    
    
    (40
    )
    
    
    5,987
    
    
    
    (2
    )
    
    
    5,985
    
    
    
    2,843Spain
    
    
    5,713
    
    
    
    (81
    )
    
    
    5,632
    
    
    
    (2
    )
    
    
    5,630
    
    
    
    1,956UK
    
    
    5,025
    
    
    
    (47
    )
    
    
    4,978
    
    
    
    (10
    )
    
    
    4,968
    
    
    
    1,141Other Europe
    
    
    8,357
    
    
    
    (88
    )
    
    
    8,269
    
    
    
    (5
    )
    
    
    8,264
    
    
    
    2,582Europe
    
    
    33,130
    
    
    
    (297
    )
    
    
    32,833
    
    
    
    (27
    )
    
    
    32,806
    
    
    
    11,644India
    
    
    3,114
    
    
    
    (1
    )
    
    
    3,113
    
    
    
    (20
    )
    
    
    3,093
    
    
    
    807Vodacom
    
    
    4,450
    
    
    
    
    
    
    
    4,450
    
    
    
    (7
    )
    
    
    4,443
    
    
    
    1,528Other Africa, Middle East and Asia Pacific
    
    
    3,526
    
    
    
    
    
    
    
    3,526
    
    
    
    (30
    )
    
    
    3,496
    
    
    
    977Africa, Middle East and Asia Pacific
    
    
    11,090
    
    
    
    (1
    )
    
    
    11,089
    
    
    
    (57
    )
    
    
    11,032
    
    
    
    3,312Non-Controlled Interests and Common Functions
    
    
    667
    
    
    
    
    
    
    
    667
    
    
    
    (33
    )
    
    
    634
    
    
    
    (221
    )Group
    
    
    44,887
    
    
    
    (298
    )
    
    
    44,589
    
    
    
    (117
    )
    
    
    44,472
    
    
    
    14,735Verizon Wireless
    
    
    17,222
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,68931 March 2009Germany
    
    
    7,847
    
    
    
    (59
    )
    
    
    7,788
    
    
    
    (9
    )
    
    
    7,779
    
    
    
    3,225Italy
    
    
    5,547
    
    
    
    (39
    )
    
    
    5,508
    
    
    
    (3
    )
    
    
    5,505
    
    
    
    2,565Spain
    
    
    5,812
    
    
    
    (95
    )
    
    
    5,717
    
    
    
    (2
    )
    
    
    5,715
    
    
    
    2,034UK
    
    
    5,392
    
    
    
    (48
    )
    
    
    5,344
    
    
    
    (8
    )
    
    
    5,336
    
    
    
    1,368Other Europe
    
    
    8,514
    
    
    
    (102
    )
    
    
    8,412
    
    
    
    (3
    )
    
    
    8,409
    
    
    
    2,920Europe
    
    
    33,112
    
    
    
    (343
    )
    
    
    32,769
    
    
    
    (25
    )
    
    
    32,744
    
    
    
    12,112India
    
    
    2,689
    
    
    
    (2
    )
    
    
    2,687
    
    
    
    (18
    )
    
    
    2,669
    
    
    
    717Vodacom
    
    
    1,778
    
    
    
    
    
    
    
    1,778
    
    
    
    
    
    
    
    1,778
    
    
    
    606Other Africa, Middle East and Asia Pacific
    
    
    3,258
    
    
    
    
    
    
    
    3,258
    
    
    
    (32
    )
    
    
    3,226
    
    
    
    1,072Africa, Middle East and Asia Pacific
    
    
    7,725
    
    
    
    (2
    )
    
    
    7,723
    
    
    
    (50
    )
    
    
    7,673
    
    
    
    2,395Non-Controlled Interests and Common Functions
    
    
    614
    
    
    
    
    
    
    
    614
    
    
    
    (14
    )
    
    
    600
    
    
    
    (17
    )Group
    
    
    41,451
    
    
    
    (345
    )
    
    
    41,106
    
    
    
    (89
    )
    
    
    41,017
    
    
    
    14,490Verizon Wireless
    
    
    14,085
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,543
 Notes:(1)
    
    The Groups measure of segment profit, adjusted EBITDA, excludes the Groups share of results
in associates. The Groups share of results in associates, by segment, for the year ended 31
March 2011 is Other Europe £nil (2010: £nil; 2009 £(3) million), Vodacom £nil (2010: £(2)
million; 2009: £(1) million), Other Africa, Middle East and Asia Pacific £51 million (2010: £56
million; 2009: £31 million) and Non-Controlled Interests and Common Functions £5,008 million
(2010: £4,688 million; 2009: £4,064 million).(2)
    
    Values shown for Verizon Wireless, which is an associate, are not included in the calculation
of Group revenue or adjusted EBITDA.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   91 Financials
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mAdjusted EBITDA
    
    
    14,670
    
    
    
    14,735
    
    
    
    14,490Depreciation, amortisation and loss on disposal of fixed assets
    
    
    (7,967
    )
    
    
    (8,011
    )
    
    
    (6,824
    )Share of results in associates
    
    
    5,059
    
    
    
    4,742
    
    
    
    4,091Impairment losses
    
    
    (6,150
    )
    
    
    (2,100
    )
    
    
    (5,900
    )Other income and expense
    
    
    (16
    )
    
    
    114
    
    
    
    Operating profit
    
    
    5,596
    
    
    
    9,480
    
    
    
    5,857
 Otherexpenditureon
    
    
    Depreciation
    
    
    ImpairmentNon-current
    
    
    Capital
    
    
    intangible
    
    
    and
    
    
    (reversal)/assets(1)
    
    
    expenditure(2)
    
    
    assets
    
    
    amortisation
    
    
    loss£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m31 March 2011Germany
    
    
    20,764
    
    
    
    824
    
    
    
    1,214
    
    
    
    1,361
    
    
    
    Italy
    
    
    16,645
    
    
    
    590
    
    
    
    12
    
    
    
    732
    
    
    
    1,050Spain
    
    
    9,596
    
    
    
    517
    
    
    
    
    
    
    
    641
    
    
    
    2,950UK
    
    
    6,665
    
    
    
    516
    
    
    
    
    
    
    
    874
    
    
    
    Other Europe
    
    
    11,438
    
    
    
    1,230
    
    
    
    59
    
    
    
    1,406
    
    
    
    2,150Europe
    
    
    65,108
    
    
    
    3,677
    
    
    
    1,285
    
    
    
    5,014
    
    
    
    6,150India
    
    
    9,882
    
    
    
    870
    
    
    
    1,851
    
    
    
    973
    
    
    
    Vodacom
    
    
    7,382
    
    
    
    572
    
    
    
    19
    
    
    
    1,013
    
    
    
    Other Africa, Middle East and Asia Pacific
    
    
    4,797
    
    
    
    754
    
    
    
    2
    
    
    
    793
    
    
    
    Africa, Middle East and Asia Pacific
    
    
    22,061
    
    
    
    2,196
    
    
    
    1,872
    
    
    
    2,779
    
    
    
    Non-Controlled Interests and Common Functions
    
    
    1,570
    
    
    
    346
    
    
    
    9
    
    
    
    83
    
    
    
    Group
    
    
    88,739
    
    
    
    6,219
    
    
    
    3,166
    
    
    
    7,876
    
    
    
    6,15031 March 2010Germany
    
    
    20,211
    
    
    
    766
    
    
    
    18
    
    
    
    1,422
    
    
    
    Italy
    
    
    17,941
    
    
    
    610
    
    
    
    60
    
    
    
    732
    
    
    
    Spain
    
    
    12,746
    
    
    
    543
    
    
    
    
    
    
    
    638
    
    
    
    UK
    
    
    6,977
    
    
    
    494
    
    
    
    
    
    
    
    963
    
    
    
    Other Europe
    
    
    13,883
    
    
    
    1,282
    
    
    
    228
    
    
    
    1,467
    
    
    
    (200
    )Europe
    
    
    71,758
    
    
    
    3,695
    
    
    
    306
    
    
    
    5,222
    
    
    
    (200
    )India
    
    
    8,665
    
    
    
    853
    
    
    
    
    
    
    
    848
    
    
    
    2,300Vodacom
    
    
    7,783
    
    
    
    520
    
    
    
    
    
    
    
    1,005
    
    
    
    Other Africa, Middle East and Asia Pacific
    
    
    5,062
    
    
    
    694
    
    
    
    
    
    
    
    683
    
    
    
    Africa, Middle East and Asia Pacific
    
    
    21,510
    
    
    
    2,067
    
    
    
    
    
    
    
    2,536
    
    
    
    2,300Non-Controlled Interests and Common Functions
    
    
    1,632
    
    
    
    430
    
    
    
    19
    
    
    
    152
    
    
    
    Group
    
    
    94,900
    
    
    
    6,192
    
    
    
    325
    
    
    
    7,910
    
    
    
    2,10031 March 2009Germany
    
    
    
    
    
    
    750
    
    
    
    16
    
    
    
    1,378
    
    
    
    Italy
    
    
    
    
    
    
    521
    
    
    
    
    
    
    
    735
    
    
    
    Spain
    
    
    
    
    
    
    632
    
    
    
    
    
    
    
    606
    
    
    
    3,400UK
    
    
    
    
    
    
    446
    
    
    
    
    
    
    
    1,010
    
    
    
    Other Europe
    
    
    
    
    
    
    1,013
    
    
    
    21
    
    
    
    1,441
    
    
    
    2,250Europe
    
    
    
    
    
    
    3,362
    
    
    
    37
    
    
    
    5,170
    
    
    
    5,650India
    
    
    
    
    
    
    1,351
    
    
    
    
    
    
    
    746
    
    
    
    Vodacom
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    231
    
    
    
    Other Africa, Middle East and Asia Pacific
    
    
    
    
    
    
    581
    
    
    
    1,101
    
    
    
    527
    
    
    
    250Africa, Middle East and Asia Pacific
    
    
    
    
    
    
    2,169
    
    
    
    1,101
    
    
    
    1,504
    
    
    
    250Non-Controlled Interests and Common Functions
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    140
    
    
    
    Group
    
    
    
    
    
    
    5,909
    
    
    
    1,138
    
    
    
    6,814
    
    
    
    5,900
 Notes:(1)
    
    Comprises goodwill, other intangible assets and property, plant and equipment.(2)
    
    Includes additions to property, plant and equipment and computer software, reported within
intangible assets.




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##### Table of Contents



92   Vodafone Group Plc Annual Report 2011  
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mNet foreign exchange losses/(gains)
    
    
    14
    
    
    
    (29
    )
    
    
    30Depreciation of property, plant and equipment (note 11):Owned assets
    
    
    4,318
    
    
    
    4,412
    
    
    
    4,025Leased assets
    
    
    54
    
    
    
    44
    
    
    
    36Amortisation of intangible assets (note 9)
    
    
    3,504
    
    
    
    3,454
    
    
    
    2,753Impairment of goodwill (note 10)
    
    
    6,150
    
    
    
    2,300
    
    
    
    5,650(Reversal of impairment)/impairment of licence and spectrum (note 10)
    
    
    
    
    
    
    (200
    )
    
    
    250Research and development expenditure
    
    
    287
    
    
    
    303
    
    
    
    280Staff costs (note 31)
    
    
    3,642
    
    
    
    3,770
    
    
    
    3,227Operating lease rentals payable:Plant and machinery
    
    
    127
    
    
    
    71
    
    
    
    68Other assets including fixed line rentals
    
    
    1,761
    
    
    
    1,587
    
    
    
    1,331Loss on disposal of property, plant and equipment
    
    
    91
    
    
    
    101
    
    
    
    10Own costs capitalised attributable to the construction or acquisition of property, plant and equipment
    
    
    (331
    )
    
    
    (296
    )
    
    
    (273
    )
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mAudit fees:Parent company
    
    
    1
    
    
    
    1
    
    
    
    1Subsidiaries(1)
    
    
    7
    
    
    
    7
    
    
    
    58
    
    
    
    8
    
    
    
    6Fees for statutory and regulatory filings
    
    
    1
    
    
    
    1
    
    
    
    2Audit and audit-related fees
    
    
    9
    
    
    
    9
    
    
    
    8Other fees:Taxation
    
    
    1
    
    
    
    1
    
    
    
    1Total fees
    
    
    10
    
    
    
    10
    
    
    
    9
 Note:(1)
    
    The increase in the year ended 31 March 2010 primarily arose from the consolidation of Vodacom
Group Limited as a subsidiary from 18 May 2009.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   93 Financials
 
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mInvestment income:Available-for-sale investments:Dividends received
    
    
    83
    
    
    
    145
    
    
    
    110Loans and receivables at amortised cost
    
    
    339
    
    
    
    423
    
    
    
    339Gain on settlement of loans and receivables(1)
    
    
    472
    
    
    
    
    
    
    
    Fair value through the income statement (held for trading):Derivatives
 foreign exchange contracts
    
    
    38
    
    
    
    3
    
    
    
    71Other(2)
    
    
    263
    
    
    
    92
    
    
    
    275Equity put rights and similar arrangements(3)
    
    
    114
    
    
    
    53
    
    
    
    1,309
    
    
    
    716
    
    
    
    795Financing costs:Items in hedge relationships:Other loans
    
    
    746
    
    
    
    888
    
    
    
    782Interest rate swaps
    
    
    (338
    )
    
    
    (464
    )
    
    
    (180
    )Dividends on redeemable preference shares
    
    
    58
    
    
    
    56
    
    
    
    53Fair value hedging instrument
    
    
    (47
    )
    
    
    228
    
    
    
    (1,458
    )Fair value of hedged item
    
    
    40
    
    
    
    (183
    )
    
    
    1,475Cash flow hedges transferred from equity
    
    
    17
    
    
    
    82
    
    
    
    Other financial liabilities held at amortised cost:Bank loans and overdrafts(4)
    
    
    629
    
    
    
    591
    
    
    
    452Other loans(5)
    
    
    121
    
    
    
    185
    
    
    
    440Potential interest on settlement of tax issues(6)
    
    
    (826
    )
    
    
    (178
    )
    
    
    (81
    )Equity put rights and similar arrangements(3)
    
    
    19
    
    
    
    94
    
    
    
    627Finance leases
    
    
    9
    
    
    
    7
    
    
    
    1Fair value through the income statement (held for trading):Derivatives  forward starting swaps and futures
    
    
    1
    
    
    
    206
    
    
    
    308429
    
    
    
    1,512
    
    
    
    2,419Net (investment income)/financing costs
    
    
    (880
    )
    
    
    796
    
    
    
    1,624
 Notes:(1)
    
    Gain on settlement of loans and receivables issued by SoftBank Mobile Corp.(2)
    
    Amounts include foreign exchange gains on investments held following the disposal of Vodafone
Japan to SoftBank Corp. and for 2011, foreign exchange gains on net investment in foreign
operations.(3)
    
    Includes amounts in relation to the Groups arrangements with its minority partners in India.(4)
    
    The Group capitalised £138 million of interest expense in
the year (2010:£1 million; 2009:£nil). The
capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation was
9.8%.(5)
    
    Amount for 2010 includes £48 million (2009: £94 million) of foreign exchange losses arising
from net investments in foreign operations.(6)
    
    Amounts for 2011, 2010 and 2009 include a reduction of the provision for potential interest on
tax issues.




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##### Table of Contents



94   Vodafone Group Plc Annual Report 2011  
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mUnited Kingdom corporation tax expense/(income):Current year
    
    
    141
    
    
    
    40
    
    
    
    (132
    )Adjustments in respect of prior years
    
    
    (5
    )
    
    
    (4
    )
    
    
    (318
    )136
    
    
    
    36
    
    
    
    (450
    )Overseas current tax expense/(income):Current year
    
    
    2,152
    
    
    
    2,377
    
    
    
    2,111Adjustments in respect of prior years
    
    
    (477
    )
    
    
    (1,718
    )
    
    
    (934
    )1,675
    
    
    
    659
    
    
    
    1,177Total current tax expense
    
    
    1,811
    
    
    
    695
    
    
    
    727Deferred tax on origination and reversal of temporary differences:United Kingdom deferred tax
    
    
    (275
    )
    
    
    (166
    )
    
    
    20Overseas deferred tax
    
    
    92
    
    
    
    (473
    )
    
    
    362Total
deferred tax (income)/expense
    
    
    (183
    )
    
    
    (639
    )
    
    
    382Total income tax expense
    
    
    1,628
    
    
    
    56
    
    
    
    1,109
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mCurrent tax (credit)/charge
    
    
    (14
    )
    
    
    (38
    )
    
    
    133Deferred tax (credit)/charge
    
    
    (117
    )
    
    
    137
    
    
    
    (72
    )Total tax
(credited)/charged directly to other comprehensive income
    
    
    (131
    )
    
    
    99
    
    
    
    61
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mCurrent tax (credit)/charge
    
    
    (5
    )
    
    
    (1
    )
    
    
    1Deferred tax (credit)/charge
    
    
    (19
    )
    
    
    (10
    )
    
    
    8Total tax (credited)/charged directly to equity
    
    
    (24
    )
    
    
    (11
    )
    
    
    9
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mProfit
before tax as shown in the consolidated income statement
    
    
    9,498
    
    
    
    8,674
    
    
    
    4,189Expected income tax expense on profit at UK statutory tax rate
    
    
    2,659
    
    
    
    2,429
    
    
    
    1,173Effect of taxation of associates, reported within operating profit
    
    
    145
    
    
    
    160
    
    
    
    118Impairment losses with no tax effect
    
    
    1,722
    
    
    
    588
    
    
    
    1,652Impact of agreement of German write down losses(1)
    
    
    
    
    
    
    (2,103
    )
    
    
    Expected income tax expense at UK statutory rate on profit from continuing operations,
before impairment losses and taxation of associates
    
    
    4,526
    
    
    
    1,074
    
    
    
    2,943Effect of different statutory tax rates of overseas jurisdictions(2)
    
    
    (141
    )
    
    
    516
    
    
    
    382Effect of current year changes in statutory tax rates
    
    
    (29
    )
    
    
    35
    
    
    
    (31
    )Deferred tax on overseas earnings
    
    
    143
    
    
    
    5
    
    
    
    (26
    )Assets revalued for tax purposes
    
    
    121
    
    
    
    
    
    
    
    (155
    )Effect of previously unrecognised temporary differences including losses(3)
    
    
    (2,122
    )
    
    
    (1,040
    )
    
    
    (881
    )Adjustments in respect of prior years(1)
    
    
    (1,028
    )
    
    
    (387
    )
    
    
    (1,124
    )Expenses not deductible for tax purposes and other items
    
    
    677
    
    
    
    425
    
    
    
    423Exclude taxation of associates
    
    
    (519
    )
    
    
    (572
    )
    
    
    (422
    )Income tax expense
    
    
    1,628
    
    
    
    56
    
    
    
    1,109
 Notes:(1)
    
    See Taxation on page 40.(2)
    
    2011 includes the impact of the disposal of China Mobile Limited.(3)
    
    See note below regarding deferred tax asset recognition in Luxembourg.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   95 Financials
   £m1 April 2010
    
    
    (6,344
    )Exchange movements
    
    
    305Credited to the income statement
    
    
    183Credited directly to OCI
    
    
    117Credited directly to equity
    
    
    19Reclassification to current tax(1)
    
    
    1,249Arising on acquisition
    
    
    331 March 2011
    
    
    (4,468
    )
 Note:(1)
    
    See note below regarding CFC settlement.
  Amount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Netcredited/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    recognised(charged)
    
    
    Gross
    
    
    Gross
    
    
    Less
    
    
    deferred taxin income
    
    
    deferred
    
    
    deferred tax
    
    
    amounts
    
    
    asset/statement
    
    
    tax asset
    
    
    liability
    
    
    unrecognised
    
    
    (liability)£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mAccelerated tax depreciation
    
    
    (1,374
    )
    
    
    253
    
    
    
    (3,682
    )
    
    
    
    
    
    
    (3,429
    )Tax losses
    
    
    1,198
    
    
    
    27,882
    
    
    
    
    
    
    
    (25,784
    )
    
    
    2,098Deferred tax on overseas earnings
    
    
    764
    
    
    
    
    
    
    
    (1,775
    )
    
    
    
    
    
    
    (1,775
    )Other short-term temporary differences
    
    
    (405
    )
    
    
    4,890
    
    
    
    (2,844
    )
    
    
    (3,408
    )
    
    
    (1,362
    )31 March 2011
    
    
    183
    
    
    
    33,025
    
    
    
    (8,301
    )
    
    
    (29,192
    )
    
    
    (4,468
    )
  £mDeferred tax asset
    
    
    2,018Deferred tax liability
    
    
    (6,486
    )31 March 2011
    
    
    (4,468
    )
 Amount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Netcredited/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    recognised(charged)
    
    
    Gross
    
    
    Gross
    
    
    Less
    
    
    deferred taxin income
    
    
    deferred
    
    
    deferred tax
    
    
    amounts
    
    
    asset/statement
    
    
    tax asset
    
    
    liability
    
    
    unrecognised
    
    
    (liability)£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mAccelerated tax depreciation
    
    
    (577
    )
    
    
    627
    
    
    
    (2,881
    )
    
    
    (1
    )
    
    
    (2,255
    )Tax losses
    
    
    493
    
    
    
    27,816
    
    
    
    
    
    
    
    (27,185
    )
    
    
    631Deferred tax on overseas earnings
    
    
    (22
    )
    
    
    
    
    
    
    (4,086
    )
    
    
    
    
    
    
    (4,086
    )Other short-term temporary differences
    
    
    745
    
    
    
    4,796
    
    
    
    (3,135
    )
    
    
    (2,295
    )
    
    
    (634
    )31 March 2010
    
    
    639
    
    
    
    33,239
    
    
    
    (10,102
    )
    
    
    (29,481
    )
    
    
    (6,344
    )
  £mDeferred tax asset
    
    
    1,033Deferred tax liability
    
    
    (7,377
    )31 March 2010
    
    
    (6,344
    )




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##### Table of Contents



96   Vodafone Group Plc Annual Report 2011    Expiring
    
    
    Expiringwithin
    
    
    within5 years
    
    
    6-10 years
    
    
    Unlimited
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £mLosses for which a deferred tax asset is recognised
    
    
    1
    
    
    
    
    
    
    
    8,081
    
    
    
    8,082Losses for which no deferred tax is recognised
    
    
    2,197
    
    
    
    559
    
    
    
    94,851
    
    
    
    97,6072,198
    
    
    
    559
    
    
    
    102,932
    
    
    
    105,689
      
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mDeclared during the financial year:Final dividend for the year ended 31 March 2010: 5.65 pence per share (2009: 5.20
pence per share, 2008: 5.02 pence per share)
    
    
    2,976
    
    
    
    2,731
    
    
    
    2,667Interim dividend for the year ended 31 March 2011: 2.85 pence per share (2010:2.66 pence per share, 2009: 2.57 pence per share)
    
    
    1,492
    
    
    
    1,400
    
    
    
    1,3504,468
    
    
    
    4,131
    
    
    
    4,017Proposed after the end of reporting period and not recognised as a liability:Final dividend for the year ended 31 March 2011:6.05 pence per share (2010: 5.65
pence per share, 2009: 5.20 pence per share)
    
    
    3,106
    
    
    
    2,976
    
    
    
    2,731
 
  2011
    
    
    2010
    
    
    2009Millions
    
    
    Millions
    
    
    MillionsWeighted average number of shares for basic earnings per share
    
    
    52,408
    
    
    
    52,595
    
    
    
    52,737Effect of
dilutive potential shares: restricted shares and share options
    
    
    340
    
    
    
    254
    
    
    
    232Weighted average number of shares for diluted earnings per share
    
    
    52,748
    
    
    
    52,849
    
    
    
    52,969
 £m
    
    
    £m
    
    
    £mEarnings for basic and diluted earnings per share
    
    
    7,968
    
    
    
    8,645
    
    
    
    3,078




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   97 Financials
 
  Licences and
    
    
    ComputerGoodwill
    
    
    spectrum
    
    
    software
    
    
    Other
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mCost:1 April 2009
    
    
    106,664
    
    
    
    26,138
    
    
    
    7,359
    
    
    
    1,471
    
    
    
    141,632Exchange movements
    
    
    (2,751
    )
    
    
    62
    
    
    
    (72
    )
    
    
    326
    
    
    
    (2,435
    )Arising on acquisition
    
    
    1,185
    
    
    
    1,454
    
    
    
    153
    
    
    
    1,604
    
    
    
    4,396Change in consolidation status
    
    
    (102
    )
    
    
    (413
    )
    
    
    (281
    )
    
    
    (175
    )
    
    
    (971
    )Additions
    
    
    
    
    
    
    306
    
    
    
    1,199
    
    
    
    19
    
    
    
    1,524Disposals
    
    
    
    
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    (114
    )31 March 2010
    
    
    104,996
    
    
    
    27,547
    
    
    
    8,244
    
    
    
    3,245
    
    
    
    144,032Exchange movements
    
    
    (1,120
    )
    
    
    (545
    )
    
    
    (16
    )
    
    
    8
    
    
    
    (1,673
    )Arising on acquisition
    
    
    24
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    41Additions
    
    
    
    
    
    
    3,157
    
    
    
    1,493
    
    
    
    9
    
    
    
    4,659Disposals
    
    
    
    
    
    
    
    
    
    
    (424
    )
    
    
    (1
    )
    
    
    (425
    )Other
    
    
    
    
    
    
    
    
    
    
    635
    
    
    
    8
    
    
    
    64331 March 2011
    
    
    103,900
    
    
    
    30,159
    
    
    
    9,949
    
    
    
    3,269
    
    
    
    147,277Accumulated impairment losses and amortisation:1 April 2009
    
    
    52,706
    
    
    
    7,552
    
    
    
    5,223
    
    
    
    1,213
    
    
    
    66,694Exchange movements
    
    
    (1,848
    )
    
    
    (29
    )
    
    
    (104
    )
    
    
    64
    
    
    
    (1,917
    )Amortisation charge for the year
    
    
    
    
    
    
    1,730
    
    
    
    1,046
    
    
    
    678
    
    
    
    3,454Change in consolidation status
    
    
    
    
    
    
    (135
    )
    
    
    (154
    )
    
    
    (181
    )
    
    
    (470
    )Impairment losses
    
    
    2,300
    
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    2,100Disposals
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    
    
    
    
    (87
    )31 March 2010
    
    
    53,158
    
    
    
    8,918
    
    
    
    5,924
    
    
    
    1,774
    
    
    
    69,774Exchange movements
    
    
    (644
    )
    
    
    (104
    )
    
    
    (14
    )
    
    
    (6
    )
    
    
    (768
    )Amortisation charge for the year
    
    
    
    
    
    
    1,809
    
    
    
    1,166
    
    
    
    529
    
    
    
    3,504Impairment losses
    
    
    6,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,150Disposals
    
    
    
    
    
    
    
    
    
    
    (426
    )
    
    
    
    
    
    
    (426
    )Other
    
    
    
    
    
    
    
    
    
    
    485
    
    
    
    
    
    
    
    48531 March 2011
    
    
    58,664
    
    
    
    10,623
    
    
    
    7,135
    
    
    
    2,297
    
    
    
    78,719Net book value:31 March 2010
    
    
    51,838
    
    
    
    18,629
    
    
    
    2,320
    
    
    
    1,471
    
    
    
    74,25831 March 2011
    
    
    45,236
    
    
    
    19,536
    
    
    
    2,814
    
    
    
    972
    
    
    
    68,558
   2011
    
    
    2010Expiry date
    
    £m
    
    
    £mGermany
    
    December 2020/2025
    
    
    5,540
    
    
    
    4,802UK
    
    December 2021
    
    
    3,581
    
    
    
    3,914India
    
    September 2030
    
    
    1,746
    
    
    
    Qatar
    
    June 2028
    
    
    1,187
    
    
    
    1,328Italy
    
    December 2021
    
    
    1,002
    
    
    
    1,097
   £mCash consideration paid:Vodacom Group Limited
    
    
    1,577Other acquisitions completed during the year
    
    
    26Acquisitions of non-controlling interests
    
    
    150Acquisitions completed in previous years
    
    
    (20
    )1,733Net overdrafts acquired
    
    
    441,777




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##### Table of Contents



98   Vodafone Group Plc Annual Report 2011       Fair valueBookvalue
    
    
    Adjustments
    
    
    Fairvalue£m
    
    
    £m
    
    
    £mNet assets acquired:Identifiable intangible assets(1)
    
    
    271
    
    
    
    2,931
    
    
    
    3,202Property, plant and equipment
    
    
    1,603
    
    
    
    
    
    
    
    1,603Other investments
    
    
    25
    
    
    
    
    
    
    
    25Inventory
    
    
    56
    
    
    
    
    
    
    
    56Trade and other receivables
    
    
    870
    
    
    
    
    
    
    
    870Cash and cash equivalents
    
    
    58
    
    
    
    
    
    
    
    58Current and deferred taxation liabilities
    
    
    (140
    )
    
    
    (834
    )
    
    
    (974
    )Short and long-term borrowings
    
    
    (1,312
    )
    
    
    
    
    
    
    (1,312
    )Trade and other payables
    
    
    (897
    )
    
    
    8
    
    
    
    (889
    )Net identifiable assets acquired
    
    
    534
    
    
    
    2,105
    
    
    
    2,639Goodwill(2)
    
    
    
    
    
    
    
    
    
    
    1,193Total asset acquired
    
    
    
    
    
    
    
    
    
    
    3,832Non-controlling interests
    
    
    
    
    
    
    
    
    
    
    (973
    )Revaluation gain
    
    
    
    
    
    
    
    
    
    
    (860
    )Value of investment held prior to acquisition
    
    
    
    
    
    
    
    
    
    
    (422
    )Total consideration(3)
    
    
    
    
    
    
    
    
    
    
    1,577
 Notes:(1)
    
    Identifiable intangible assets of £3,202 million consist of licences and spectrum fees of
£1,454 million and other intangible assets of £1,748 million.(2)
    
    The goodwill is attributable to the expected profitability of the acquired business and the
synergies expected to arise after the Groups acquisition of Vodacom.(3)
    
    Includes £5 million of directly attributable costs.
 
    2011(1)
    
    
    2010
    
    
    2009Cash generating unit
    
    Reportable segment
    
    £m
    
    
    £m
    
    
    £mItaly
    
    Italy
    
    
    1,050
    
    
    
    
    
    
    
    Spain
    
    Spain
    
    
    2,950
    
    
    
    
    
    
    
    3,400Greece
    
    Other Europe(2)
    
    
    800
    
    
    
    
    
    
    
    Ireland
    
    Other Europe(2)
    
    
    1,000
    
    
    
    
    
    
    
    Portugal
    
    Other Europe(2)
    
    
    350
    
    
    
    
    
    
    
    Turkey
    
    Other Europe
    
    
    
    
    
    
    (200
    )
    
    
    2,250India
    
    India
    
    
    
    
    
    
    2,300
    
    
    
    Ghana
    
    Other Africa, Middle East and Asia Pacific
    
    
    
    
    
    
    
    
    
    
    2506,150
    
    
    
    2,100
    
    
    
    5,900
 Notes:(1)
    
    Impairment charges for the year ended 31 March 2011 relate solely to goodwill.(2)
    
    Total impairment losses in the Other Europe segment were £2,150 million in the year ended 31
March 2011.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   99 Financials
 Year ended 31 March 2011
  Pre-tax adjusteddiscount rateItaly
    
    
    11.9
    %Spain
    
    
    11.5
    %Greece
    
    
    14.0
    %Ireland
    
    
    14.5
    %Portugal
    
    
    14.0
    %
   Year ended 31 March 2010
  Pre-tax adjusteddiscount rateIndia
    
    
    13.8
    %Turkey
    
    
    17.6
    %
   Year ended 31 March 2009
  Pre-tax adjusteddiscount rateSpain
    
    
    10.3
    %Turkey
    
    
    19.5
    %Ghana
    
    
    26.9
    %
      2011
    
    
    2010£m
    
    
    £mGermany
    
    
    12,200
    
    
    
    12,301Italy
    
    
    13,615
    
    
    
    14,786Spain
    
    
    7,133
    
    
    
    10,16732,948
    
    
    
    37,254Other
    
    
    12,288
    
    
    
    14,58445,236
    
    
    
    51,838




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##### Table of Contents



100   Vodafone Group Plc
   
 Assumption
    
    How determinedBudgeted adjusted EBITDA
    
    Budgeted adjusted EBITDA has been based on past experience adjusted for the following:    voice and messaging revenue is expected to benefit from increased usage from new customers, the introduction of new services and traffic moving from fixed networks to mobile networks, though
these factors will be offset by increased competitor activity, which may result in price declines, and the trend of falling termination rates;    non-messaging
data revenue is expected to continue to grow strongly as the
penetration of 3G enabled devices and smartphones rises and new products and services are introduced; and    margins are expected to be impacted by negative factors such as an increase in the cost of acquiring and retaining
customers in increasingly competitive markets and the expectation of further
termination rate cuts by regulators and by positive factors such as the efficiencies expected from the implementation of Group initiatives.Budgeted capital expenditure
    
    The cash flow forecasts for capital
expenditure are based on past experience and include the ongoing
capital expenditure required to roll out networks in emerging markets, to provide enhanced
voice and data products and services and to meet the population
coverage requirements of certain of the Groups licences. Capital expenditure includes cash outflows for the purchase of property,
plant and equipment and computer software.Long-term growth rate
    
    For businesses where the five year
management plans are used for the Groups value in use calculations, a long-term growth rate into perpetuity has been determined as the lower of:    the nominal GDP rates for the country of operation; and    the long-term compound annual growth rate in adjusted EBITDA in years six to ten estimated by management.For businesses where the plan data is extended for an additional five years for the Groups value in use calculations,a long-term growth rate into perpetuity has been determined as the lower of:    the nominal GDP rates for the country of operation; and    the
compound annual growth rate in adjusted EBITDA in years nine to ten of the management plan.Pre-tax risk adjusted discount rate
    
    The discount rate applied to the
cash flows of each of the Groups operations is generally based on the risk free rate for ten year bonds issued by the government in the respective market. Where
government bond rates contain a material component of credit risk, high quality local corporate bond rates may be used.These rates are adjusted for a risk premium to reflect both the
increased risk of investing in equities and the systematic risk of the specific Group operating company. In making this
adjustment, inputs required are the equity market risk premium (that
is the required increased return required over and above a risk free rate by an investor who is investing in the market as a
whole) and the risk adjustment, beta, applied to reflect the risk of
the specific Group operating company relative to the market as a whole.In determining the risk adjusted
discount rate, management has applied an adjustment for the systematic risk to each of the Groups operations determined using an average of the betas of
comparable listed mobile telecommunications companies and, where
available and appropriate, across a specific territory. Management has used a forward-looking equity market risk premium that
takes into consideration both studies by independent economists, the
average equity market risk premium over the past ten years and the market risk premiums typically used by investment banks in
evaluating acquisition proposals.
   31 March 2011




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##### Table of Contents



Vodafone Group Plc 101 Financials
  Assumptions used in value in use calculationItaly
    
    
    Spain
    
    
    Greece
    
    
    Ireland
    
    
    Portugal
    
    
    Turkey
    
    
    India
    
    
    Ghana%
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %Pre-tax adjusted discount rate
    
    
    11.9
    
    
    
    11.5
    
    
    
    14.0
    
    
    
    14.5
    
    
    
    14.0
    
    
    
    14.1
    
    
    
    14.2
    
    
    
    20.8Long-term growth rate
    
    
    0.8
    
    
    
    1.6
    
    
    
    2.0
    
    
    
    2.0
    
    
    
    1.5
    
    
    
    6.1
    
    
    
    6.3
    
    
    
    6.3Budgeted adjusted EBITDA(1)
    
    
    (1.0
    )
    
    
    
    
    
    
    1.2
    
    
    
    2.4
    
    
    
    (1.2
    )
    
    
    16.8
    
    
    
    16.5
    
    
    
    41.4Budgeted capital expenditure(2)
    
    
    9.6 - 11.3
    
    
    
    7.8 - 10.6
    
    
    
    10.7 - 12.3
    
    
    
    9.4 - 11.6
    
    
    
    12.4 - 14.1
    
    
    
    10.0 - 16.6
    
    
    
    12.9 - 22.7
    
    
    
    7.3 - 41.3
  (1)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten
years for Turkey and Ghana and the initial five years for all other cash generating units of
the plans used for impairment testing.(2)
    
    Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage
of revenue in the initial ten years for Turkey and Ghana and the initial five years for all
other cash generating units of the plans used for impairment testing.
  Change required for the carrying valueto equal the recoverable amount(1)Turkey
    
    
    India
    
    
    Ghanapps
    
    
    pps
    
    
    ppsPre-tax adjusted discount rate
    
    
    5.6
    
    
    
    1.1
    
    
    
    6.9Long-term growth rate
    
    
    (19.6
    )
    
    
    (1.0
    )
    
    
    n/aBudgeted adjusted EBITDA(2)
    
    
    (4.7
    )
    
    
    (2.2
    )
    
    
    (8.7
    )Budgeted capital expenditure(3)
    
    
    7.0
    
    
    
    2.5
    
    
    
    8.9
  (1)
    
    The recoverable amount for Greece, which was impaired at 30 September 2010, equals the
carrying value at 31 March 2011.(2)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten
years for Turkey and Ghana and the initial five years for all other cash generating units of
the plans used for impairment testing.(3)
    
    Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage
of revenue in the initial ten years for Turkey and Ghana and the initial five years for all
other cash generating units of the plans used for impairment testing.
  Italy
    
    
    Spain
    
    
    Greece
    
    
    Ireland
    
    
    Portugal
    
    
    All otherIncrease
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decreaseby 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps£bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bnPre-tax adjusted discount rate
    
    
    (2.4
    )
    
    
    1.0
    
    
    
    (1.5
    )
    
    
    2.2
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    0.3
    
    
    
    (0.3
    )
    
    
    0.4
    
    
    
    (0.7
    )
    
    
    Long-term growth rate
    
    
    1.0
    
    
    
    (2.4
    )
    
    
    2.2
    
    
    
    (1.3
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    0.2
    
    
    
    (0.1
    )
    
    
    0.4
    
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.7
    )Budgeted adjusted EBITDA(1)
    
    
    1.0
    
    
    
    (2.0
    )
    
    
    1.4
    
    
    
    (1.3
    )
    
    
    
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    0.3
    
    
    
    (0.3
    )
    
    
    
    
    
    
    Budgeted capital
expenditure(2)
    
    
    (1.1
    )
    
    
    1.0
    
    
    
    (1.0
    )
    
    
    1.0
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    0.3
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    
    
    
    
    
  (1)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten
years for Turkey and Ghana and the initial five years for all other cash generating units of
the plans used for impairment testing.(2)
    
    Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage
of revenue in the initial ten years for Turkey and Ghana and the initial five years for all
other cash generating units of the plans used for impairment testing.
 31 March 2010
   Assumptions used in 
value in use calculationIndia
    
    
    Turkey
    
    
    Germany
    
    
    Ghana
    
    
    Greece
    
    
    Ireland
    
    
    Italy
    
    
    Portugal
    
    
    Romania
    
    
    Spain
    
    
    UK%
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %Pre-tax adjusted discount rate
    
    
    13.8
    
    
    
    17.6
    
    
    
    8.9
    
    
    
    24.4
    
    
    
    12.1
    
    
    
    9.8
    
    
    
    11.5
    
    
    
    10.6
    
    
    
    11.5
    
    
    
    10.2
    
    
    
    9.6Long-term growth rate
    
    
    6.3
    
    
    
    7.7
    
    
    
    1.0
    
    
    
    5.2
    
    
    
    1.0
    
    
    
    1.0
    
    
    
    
    
    
    
    0.5
    
    
    
    2.1
    
    
    
    1.5
    
    
    
    1.5Budgeted adjusted EBITDA(1)
    
    
    17.5
    
    
    
    34.4
    
    
    
    n/a
    
    
    
    20.2
    
    
    
    3.9
    
    
    
    0.8
    
    
    
    (0.1
    )
    
    
    n/a
    
    
    
    (2.5
    )
    
    
    (0.7
    )
    
    
    4.9Budgeted capital expenditure(2)
    
    
    13.4 - 30.3
    
    
    
    8.3 - 32.5
    
    
    
    n/a
    
    
    
    8.4 - 39.6
    
    
    
    11.1 - 13.6
    
    
    
    7.4 - 9.6
    
    
    
    8.2 - 11.4
    
    
    
    n/a
    
    
    
    12.0 - 19.0
    
    
    
    9.1 - 10.9
    
    
    
    9.3 - 11.2
  (1)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten
years for Turkey and Ghana and the initial five years for all other cash generating units of
the plans used for impairment testing.(2)
    
    Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage
of revenue in the initial ten years for Turkey and Ghana and the initial five years for all
other cash generating units of the plans used for impairment testing.




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##### Table of Contents



102   Vodafone Group Plc
   Change required for carrying value to equal the recoverable amountTurkey
    
    
    Germany
    
    
    Ghana
    
    
    Greece
    
    
    Ireland
    
    
    Italy
    
    
    Portugal
    
    
    Romania
    
    
    Spain
    
    
    UKpps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    ppsPre-tax adjusted discount rate
    
    
    0.5
    
    
    
    1.8
    
    
    
    1.0
    
    
    
    0.7
    
    
    
    1.0
    
    
    
    0.8
    
    
    
    4.5
    
    
    
    2.0
    
    
    
    0.6
    
    
    
    1.3Long-term growth rate
    
    
    (1.1
    )
    
    
    (1.9
    )
    
    
    (5.1
    )
    
    
    (0.9
    )
    
    
    (1.2
    )
    
    
    (0.8
    )
    
    
    (5.6
    )
    
    
    (2.6
    )
    
    
    (0.6
    )
    
    
    (1.6
    )Budgeted adjusted EBITDA(1)
    
    
    (2.0
    )
    
    
    n/a
    
    
    
    (2.8
    )
    
    
    (3.7
    )
    
    
    (8.7
    )
    
    
    (5.0
    )
    
    
    n/a
    
    
    
    (14.1
    )
    
    
    (4.5
    )
    
    
    (7.8
    )Budgeted capital expenditure(2)
    
    
    1.5
    
    
    
    n/a
    
    
    
    2.5
    
    
    
    2.8
    
    
    
    7.0
    
    
    
    5.1
    
    
    
    n/a
    
    
    
    13.8
    
    
    
    3.5
    
    
    
    5.8
  (1)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial ten
years for Turkey and Ghana and the initial five years for all other cash generating units of
the plans used for impairment testing.(2)
    
    Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage
of revenue in the initial ten years for Turkey and Ghana and the initial five years for all
other cash generating units of the plans used for impairment testing.
 
  Equipment,Land and
    
    
    fixturesbuildings
    
    
    and fittings
    
    
    Total£m
    
    
    £m
    
    
    £mCost:1 April 2009
    
    
    1,421
    
    
    
    43,943
    
    
    
    45,364Exchange movements
    
    
    (6
    )
    
    
    8
    
    
    
    2Arising on acquisition
    
    
    157
    
    
    
    1,457
    
    
    
    1,614Additions
    
    
    115
    
    
    
    4,878
    
    
    
    4,993Disposals
    
    
    (27
    )
    
    
    (1,109
    )
    
    
    (1,136
    )Change in consolidation status
    
    
    (107
    )
    
    
    (2,274
    )
    
    
    (2,381
    )Other
    
    
    24
    
    
    
    (58
    )
    
    
    (34
    )31 March 2010
    
    
    1,577
    
    
    
    46,845
    
    
    
    48,422Exchange movements
    
    
    (16
    )
    
    
    (678
    )
    
    
    (694
    )Additions
    
    
    122
    
    
    
    4,604
    
    
    
    4,726Disposals
    
    
    (21
    )
    
    
    (3,001
    )
    
    
    (3,022
    )Other
    
    
    69
    
    
    
    (732
    )
    
    
    (663
    )31 March 2011
    
    
    1,731
    
    
    
    47,038
    
    
    
    48,769Accumulated depreciation and impairment:1 April 2009
    
    
    583
    
    
    
    25,531
    
    
    
    26,114Exchange movements
    
    
    (12
    )
    
    
    (260
    )
    
    
    (272
    )Charge for the year
    
    
    102
    
    
    
    4,354
    
    
    
    4,456Disposals
    
    
    (10
    )
    
    
    (995
    )
    
    
    (1,005
    )Change in consolidation status
    
    
    (28
    )
    
    
    (1,461
    )
    
    
    (1,489
    )Other
    
    
    (2
    )
    
    
    (22
    )
    
    
    (24
    )31 March 2010
    
    
    633
    
    
    
    27,147
    
    
    
    27,780Exchange movements
    
    
    (4
    )
    
    
    (114
    )
    
    
    (118
    )Charge for the year
    
    
    99
    
    
    
    4,273
    
    
    
    4,372Disposals
    
    
    (19
    )
    
    
    (2,942
    )
    
    
    (2,961
    )Other
    
    
    
    
    
    
    (485
    )
    
    
    (485
    )31 March 2011
    
    
    709
    
    
    
    27,879
    
    
    
    28,588Net book value:31 March 2010
    
    
    944
    
    
    
    19,698
    
    
    
    20,64231 March 2011
    
    
    1,022
    
    
    
    19,159
    
    
    
    20,181




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##### Table of Contents



Vodafone Group Plc 103
 Financials
 
  (1)
 Country of incorporation
    
    Percentage(2)Name
    
    Principal activity
    
    or registration
    
    shareholdingsVodacom Business Africa Group (PTY) Limited(3)(4)
    
    Holding company
    
    South Africa
    
    
    66.0Ghana Telecommunications Company Limited
    
    Network operator
    
    Ghana
    
    
    70.0VM, SA(4)(5)
    
    Network operator
    
    Mozambique
    
    
    56.1Vodacom Congo (RDC) s.p.r.l.(4)
    
    Network operator
    
    The Democratic Republic of Congo
    
    
    33.7Vodacom Group Limited(6)
    
    Network operator
    
    South Africa
    
    
    66.0Vodacom Lesotho (Pty) Limited(4)
    
    Network operator
    
    Lesotho
    
    
    52.8Vodacom Tanzania Limited(4)
    
    Network operator
    
    Tanzania
    
    
    42.9Vodafone Albania Sh.A.
    
    Network operator
    
    Albania
    
    
    99.9Vodafone Americas Inc.(7)
    
    Holding company
    
    US
    
    
    100.0Vodafone Czech Republic a.s.
    
    Network operator
    
    Czech Republic
    
    
    100.0Vodafone D2 GmbH
    
    Network operator
    
    Germany
    
    
    100.0Vodafone Egypt Telecommunications S.A.E.
    
    Network operator
    
    Egypt
    
    
    54.9Vodafone España S.A.U.
    
    Network operator
    
    Spain
    
    
    100.0Vodafone Essar Limited(8)
    
    Network operator
    
    India
    
    
    59.9Vodafone Europe B.V.
    
    Holding company
    
    Netherlands
    
    
    100.0Vodafone Group Services Limited(9)
    
    Global products and services provider
    
    England
    
    
    100.0Vodafone Holding GmbH
    
    Holding company
    
    Germany
    
    
    100.0Vodafone Holdings Europe S.L.U.
    
    Holding company
    
    Spain
    
    
    100.0Vodafone Magyarorszag Mobile Tavkozlesi Zartkoruen
Mukodo Reszvenytarsasag(10)
    
    Network operator
    
    Hungary
    
    
    100.0Vodafone International Holdings B.V.
    
    Holding company
    
    Netherlands
    
    
    100.0Vodafone Investments Luxembourg S.a.r.l.
    
    Holding company
    
    Luxembourg
    
    
    100.0Vodafone Ireland Limited
    
    Network operator
    
    Ireland
    
    
    100.0Vodafone Libertel B.V.
    
    Network operator
    
    Netherlands
    
    
    100.0Vodafone Limited
    
    Network operator
    
    England
    
    
    100.0Vodafone Malta Limited
    
    Network operator
    
    Malta
    
    
    100.0Vodafone Marketing S.a.r.l.
    
    Provider of partner market services
    
    Luxembourg
    
    
    100.0Vodafone New Zealand Limited
    
    Network operator
    
    New Zealand
    
    
    100.0Vodafone-Panafon Hellenic Telecommunications Company S.A.
    
    Network operator
    
    Greece
    
    
    99.9Vodafone Portugal-Comunicações Pessoais, S.A.(11)
    
    Network operator
    
    Portugal
    
    
    100.0Vodafone Qatar Q.S.C.(1)
    
    Network operator
    
    Qatar
    
    
    23.0Vodafone Romania S.A.
    
    Network operator
    
    Romania
    
    
    100.0Vodafone Telekomunikasyon A.S.
    
    Network operator
    
    Turkey
    
    
    100.0
  (1)
    
    The Group has rights that enable it to control the strategic and operating decisions of
Vodafone Qatar Q.S.C., Vodacom Congo (RDC) s.p.r.l. and Vodacom Tanzania Limited.(2)
    
    Effective ownership percentages of Vodafone Group Plc at 31 March 2011, rounded to nearest
tenth of one percent.(3)
    
    Previous name was Gateway Group (Pty) Limited.(4)
    
    Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is
calculated using the 66.0% ownership interest in Vodacom referred to in note 6 below.(5)
    
    The share capital of VM, SA consists of 60,000,000 ordinary shares and 469,690,618 preference
shares.(6)
    
    At 31 March 2011 the Group owned 65.0% of the issued share capital of Vodacom Group Limited
(Vodacom) with the 66.0% ownership interest in the outstanding shares in Vodacom resulting
from the acquisition of treasury shares by Vodacom.(7)
    
    Share capital consists of 395,834,251 ordinary shares and 1.65 million class D and E
redeemable preference shares, of which 100% of the ordinary shares are held by the Group.(8)
    
    The Groups aggregate direct and indirect equity interest in Vodafone Essar Limited (VEL)
was 59.9% at 31 March 2011. The Group has call options to acquire shareholdings in companies
which indirectly own a further 7.1% interest in VEL. The shareholders of these companies also
have put options which, if exercised, would require Vodafone to purchase the remaining shares
in the respective company. If these options were exercised, which can only be done in
accordance with the Indian law prevailing at the time of exercise, the Group would have a
direct and indirect interest of 67.0% of VEL. On 30 March 2011 the Essar Group exercised its
underwritten put option over 22.0% of VEL following which, on 31 March 2011, the Group
exercised its call option over the remaining 11.0% of VEL owned by the Essar Group.(9)
    
    Share capital consists of 600 ordinary shares and one deferred share, of which 100% of the
shares are held indirectly by Vodafone Group Plc.(10)
    
    Trades as Vodafone Hungary Mobile Telecommunications Company Limited.(11)
    
    38.6% of the issued share capital of Vodafone Portugal-Comunicações Pessoais, S.A. is held
directly by Vodafone Group Plc.




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##### Table of Contents



104   Vodafone Group Plc
  
    Country of 
incorporation
    
    Percentage(1)Name
    
    Principal activity
    
    or registration
    
    shareholdingsIndus Towers Limited
    
    Network infrastructure
    
    India
    
    
    25.2
    (2)Polkomtel S.A.(3)
    
    Network operator
    
    Poland
    
    
    24.4Vodafone Hutchison Australia Pty Limited(3)
    
    Network operator
    
    Australia
    
    
    50.0Vodafone Fiji Limited
    
    Network operator
    
    Fiji
    
    
    49.0
    (4)Vodafone Omnitel N.V.(5)
    
    Network operator
    
    Netherlands
    
    
    76.9
    (6)
  (1)
    
    Rounded to nearest tenth of one percent.(2)
    
    Vodafone Essar Limited, in which the Group has a 59.9% equity interest, owns 42.0% of Indus
Towers Limited.(3)
    
    Polkomtel S.A. and Vodafone Hutchinson Australia Pty Limited have a year end of 31 December.(4)
    
    The Group holds substantive participating rights which provide it with a veto over the
significant financial and operating policies of Vodafone Fiji Limited and which ensure it is
able to exercise joint control over Vodafone Fiji Limited with the majority shareholder.(5)
    
    The principal place of operation of Vodafone Omnitel N.V. is Italy.(6)
    
    The Group considered the existence of substantive participating rights held by the
non-controlling shareholder provide that shareholder with a veto right over the significant
financial and operating policies of Vodafone Omnitel N.V., and determined that, as a result of
these rights, the Group does not have control over the financial and operating policies of
Vodafone Omnitel N.V., despite the Groups 76.9% ownership interest.
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mRevenue
    
    
    7,849
    
    
    
    7,896
    
    
    
    7,737Cost of sales
    
    
    (4,200
    )
    
    
    (4,216
    )
    
    
    (4,076
    )Gross profit
    
    
    3,649
    
    
    
    3,680
    
    
    
    3,661Selling, distribution and administrative expenses
    
    
    (1,624
    )
    
    
    (1,369
    )
    
    
    (1,447
    )Impairment losses
    
    
    (1,050
    )
    
    
    
    
    
    
    Operating income and expense
    
    
    
    
    
    
    (12
    )
    
    
    Operating profit
    
    
    975
    
    
    
    2,299
    
    
    
    2,214Net financing costs
    
    
    (146
    )
    
    
    (152
    )
    
    
    (170
    )Profit before tax
    
    
    829
    
    
    
    2,147
    
    
    
    2,044Income tax expense
    
    
    (608
    )
    
    
    (655
    )
    
    
    (564
    )Profit for the financial year
    
    
    221
    
    
    
    1,492
    
    
    
    1,480
 2011
    
    
    2010£m
    
    
    £mNon-current assets
    
    
    19,043
    
    
    
    20,787Current assets
    
    
    1,908
    
    
    
    763Total assets
    
    
    20,951
    
    
    
    21,550Total shareholders funds and total equity
    
    
    16,389
    
    
    
    17,407Non-current liabilities
    
    
    1,887
    
    
    
    833Current liabilities
    
    
    2,675
    
    
    
    3,310Total liabilities
    
    
    4,562
    
    
    
    4,143Total equity and liabilities
    
    
    20,951
    
    
    
    21,550




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##### Table of Contents



Vodafone Group Plc 105
 Financials
 
   Country of 
incorporation
    
    Percentage(1)Name
    
    Principal activity
    
    or registration
    
    shareholdingsCellco Partnership(2)
    
    Network operator
    
    US
    
    
    45.0Société Française du Radiotéléphone S.A. (SFR)(3)
    
    Network operator
    
    France
    
    
    44.0Safaricom Limited(4)(5)
    
    Network operator
    
    Kenya
    
    
    40.0
  (1)
    
    Rounded to nearest tenth of one percent.(2)
    
    Cellco Partnership trades under the name Verizon Wireless.(3)
    
    On 3 April 2011 the Group announced an agreement to sell its entire 44% interest in SFR. See
note 32 for further information.(4)
    
    The Group also holds two non-voting shares.(5)
    
    At 31 March 2011 the fair value of Safaricom Limited was KES 61 billion (£456 million) based
on the closing quoted share price on the Nairobi Stock Exchange.
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mShare of revenue in associates
    
    
    24,213
    
    
    
    23,288
    
    
    
    19,307Share of result in associates
    
    
    5,059
    
    
    
    4,742
    
    
    
    4,091Share of discontinued operations in associates
    
    
    18
    
    
    
    93
    
    
    
    57
 2011
    
    
    2010£m
    
    
    £mNon-current assets
    
    
    45,446
    
    
    
    47,048Current assets
    
    
    5,588
    
    
    
    4,901Share of total assets
    
    
    51,034
    
    
    
    51,949Non-current liabilities
    
    
    5,719
    
    
    
    8,295Current liabilities
    
    
    6,656
    
    
    
    6,685Non-controlling interests
    
    
    554
    
    
    
    592Share of total liabilities and non-controlling interests
    
    
    12,929
    
    
    
    15,572Share of equity shareholders funds in associates
    
    
    38,105
    
    
    
    36,377
 
   2011
    
    
    2010£m
    
    
    £mIncluded within non-current assets:Listed securities:Equity securities
    
    
    1
    
    
    
    4,072Unlisted securities:Equity securities
    
    
    967
    
    
    
    879Public debt and bonds
    
    
    3
    
    
    
    11Other debt and bonds
    
    
    72
    
    
    
    2,355Cash held in restricted deposits
    
    
    338
    
    
    
    2741,381
    
    
    
    7,591Included within current assets:Government bonds
    
    
    610
    
    
    
    388Other
    
    
    64
    
    
    
    674
    
    
    
    388




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##### Table of Contents



106   Vodafone Group Plc
  
  2011
    
    
    2010£m
    
    
    £mGoods held for resale
    
    
    537
    
    
    
    433
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £m1 April
    
    
    120
    
    
    
    111
    
    
    
    118Exchange movements
    
    
    (1
    )
    
    
    5
    
    
    
    13Amounts (credited)/charged to the income statement
    
    
    (2
    )
    
    
    4
    
    
    
    (20
    )31 March
    
    
    117
    
    
    
    120
    
    
    
    111
  
  2011
    
    
    2010£m
    
    
    £mIncluded within non-current assets:Trade receivables
    
    
    92
    
    
    
    59Other receivables
    
    
    1,719
    
    
    
    678Prepayments and accrued income
    
    
    137
    
    
    
    148Derivative financial instruments
    
    
    1,929
    
    
    
    1,9463,877
    
    
    
    2,831Included within current assets:Trade receivables
    
    
    4,185
    
    
    
    4,008Amounts owed by associates
    
    
    53
    
    
    
    24Other receivables
    
    
    1,606
    
    
    
    1,122Prepayments and accrued income
    
    
    3,299
    
    
    
    3,448Derivative financial instruments
    
    
    116
    
    
    
    1829,259
    
    
    
    8,784
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £m1 April
    
    
    929
    
    
    
    874
    
    
    
    664Exchange movements
    
    
    (30
    )
    
    
    (27
    )
    
    
    101Amounts charged to administrative expenses
    
    
    460
    
    
    
    465
    
    
    
    423Trade receivables written off
    
    
    (353
    )
    
    
    (383
    )
    
    
    (314
    )31 March
    
    
    1,006
    
    
    
    929
    
    
    
    874
  2011
    
    
    2010£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for
trading):Interest rate swaps
    
    
    1,292
    
    
    
    1,031Foreign exchange swaps
    
    
    99
    
    
    
    1321,391
    
    
    
    1,163Fair value hedges:Interest rate swaps
    
    
    654
    
    
    
    9652,045
    
    
    
    2,128




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##### Table of Contents



Vodafone Group Plc 107
 Financials
 
  2011
    
    
    2010£m
    
    
    £mCash at bank and in hand
    
    
    896
    
    
    
    745Money market funds
    
    
    5,015
    
    
    
    3,678Other
    
    
    341
    
    
    
    Cash and cash equivalents as presented in the statement
of financial position
    
    
    6,252
    
    
    
    4,423Bank overdrafts
    
    
    (47
    )
    
    
    (60
    )Cash and cash equivalents as presented in the statement
of cash flows
    
    
    6,205
    
    
    
    4,363
  
  2011
    
    
    2010Number
    
    
    £m
    
    
    Number
    
    
    £mOrdinary shares of
113/7
US cents each
allotted, issued and
fully
paid:(1)(2)1 April
    
    
    57,809,246,732
    
    
    
    4,153
    
    
    
    57,806,283,716
    
    
    
    4,153Allotted during the year
    
    
    1,876,697
    
    
    
    
    
    
    
    2,963,016
    
    
    
    Cancelled during the year
    
    
    (1,000,000,000
    )
    
    
    (71
    )
    
    
    
    
    
    
    31 March
    
    
    56,811,123,429
    
    
    
    4,082
    
    
    
    57,809,246,732
    
    
    
    4,153
  (1)
    
    The concept of authorised share capital was abolished under the Companies Act 2006, with
effect from 1 October 2009, and consequential amendments to the Companys articles of
association removing all references to authorised share capital were approved by shareholders
at the 2010 annual general meeting.(2)
    
    At 31 March 2011 the Group held 5,233,597,599 (2010: 5,146,112,159) treasury shares with a
nominal value of £376 million (2010: £370 million). The market value of shares held was £9,237
million (2010: £7,822 million). During the year 150,404,079 (2010: 149,298,942) treasury
shares were reissued under Group share option schemes.
  Nominal
    
    
    Netvalue
    
    
    proceedsNumber
    
    
    £m
    
    
    £mUK share awards and option scheme awards
    
    
    35,557
    
    
    
    
    
    
    
    US share awards and option scheme awards
    
    
    1,841,140
    
    
    
    
    
    
    
    3Total for share awards and option
scheme awards
    
    
    1,876,697
    
    
    
    
    
    
    
    3




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##### Table of Contents



108   Vodafone Group Plc
  
    
    
    10% of the ordinary share capital of the Company in issue immediately prior to the date of
grant, when aggregated with the total number of ordinary shares which have been allocated in
the preceding ten year period under all plans; and
 
    
    5% of the ordinary share capital of the Company in issue immediately prior to the date of
grant, when aggregated with the total number of ordinary shares which have been allocated in
the preceding ten year period under all plans, other than any plans which are operated on an
all-employee basis.
  Vodafone Group executive plans
   Vodafone Group Sharesave Plan
   Vodafone Group executive plans
  Vodafone Share Incentive Plan
   ADS options
    
    
    Ordinary share options2011
    
    
    2010
    
    
    2009
    
    
    2011
    
    
    2010
    
    
    2009Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions1 April
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    266
    
    
    
    334
    
    
    
    373Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    13
    
    
    
    7Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (2
    )
    
    
    (11
    )Exercised during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (72
    )
    
    
    (47
    )
    
    
    (16
    )Expired during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    (32
    )
    
    
    (19
    )31 March
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    171
    
    
    
    266
    
    
    
    334Weighted average exercise price:1 April
    
    
    $15.07
    
    
    
    $15.37
    
    
    
    $18.15
    
    
    
    £1.41
    
    
    
    £1.41
    
    
    
    £1.42Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.14
    
    
    
    £0.94
    
    
    
    £1.21Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.10
    
    
    
    £1.50
    
    
    
    £1.47Exercised during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.33
    
    
    
    £1.11
    
    
    
    £1.09Expired during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £2.25
    
    
    
    £1.67
    
    
    
    £1.5531 March
    
    
    $14.82
    
    
    
    $15.07
    
    
    
    $15.37
    
    
    
    £1.32
    
    
    
    £1.41
    
    
    
    £1.41




---



##### Table of Contents



Vodafone Group Plc 109
 Financials
  Outstanding
    
    
    ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    
    
    
    
    averageWeighted
    
    
    remaining
    
    
    
    
    
    
    Weighted
    
    
    remainingOutstanding
    
    
    average
    
    
    contractual
    
    
    Exercisable
    
    
    average
    
    
    contractualshares
    
    
    exercise
    
    
    life
    
    
    shares
    
    
    exercise
    
    
    lifeMillions
    
    
    price
    
    
    Months
    
    
    Millions
    
    
    price
    
    
    MonthsVodafone Group savings related and Sharesave Plan:£0.01  £1.00
    
    
    12
    
    
    
    £0.94
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    £1.01  £2.00
    
    
    8
    
    
    
    £1.19
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    £1.03
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    Vodafone Group executive plans:£1.01  £2.00
    
    
    3
    
    
    
    £1.63
    
    
    
    5
    
    
    
    3
    
    
    
    £1.63
    
    
    
    5Vodafone Group 1999 Long-Term Stock Incentive Plan:£0.01  £1.00
    
    
    42
    
    
    
    £0.90
    
    
    
    15
    
    
    
    42
    
    
    
    £0.90
    
    
    
    15£1.01  £2.00
    
    
    106
    
    
    
    £1.52
    
    
    
    28
    
    
    
    106
    
    
    
    £1.52
    
    
    
    28148
    
    
    
    £1.35
    
    
    
    24
    
    
    
    148
    
    
    
    £1.35
    
    
    
    24Other share option plans:£1.01  greater than £3.01
    
    
    
    
    
    
    £2.47
    
    
    
    11
    
    
    
    
    
    
    
    £2.47
    
    
    
    11Vodafone Group 1999 Long-Term Stock Incentive Plan:$10.01  $30.00
    
    
    1
    
    
    
    $14.82
    
    
    
    18
    
    
    
    1
    
    
    
    $14.82
    
    
    
    18
  Ordinary share options2011
    
    
    2010
    
    
    2009Expected life of option (years)
    
    
    3-5
    
    
    
    3-5
    
    
    
    3-5Expected share price volatility
    
    
    27.5-27.6
    %
    
    
    32.5-33.5
    %
    
    
    30.9-31.0
    %Dividend yield
    
    
    5.82
    %
    
    
    6.62
    %
    
    
    5.04
    %Risk free rates
    
    
    1.3-2.2
    %
    
    
    2.5-3.0
    %
    
    
    4.9
    %Exercise price
    
    
    £1.14
    
    
    
    £0.94
    
    
    
    £1.21
    Global AllShare Plan
    
    
    Other
    
    
    TotalWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage fair
    
    
    
    
    
    
    average fair
    
    
    
    
    
    
    average fairvalue at
    
    
    
    
    
    
    value at
    
    
    
    
    
    
    value atMillions
    
    
    grant date
    
    
    Millions
    
    
    grant date
    
    
    Millions
    
    
    grant date1 April 2010
    
    
    34
    
    
    
    £1.15
    
    
    
    340
    
    
    
    £1.05
    
    
    
    374
    
    
    
    £1.06Granted
    
    
    
    
    
    
    
    
    
    
    126
    
    
    
    £1.07
    
    
    
    126
    
    
    
    £1.07Vested
    
    
    (15
    )
    
    
    £1.30
    
    
    
    (66
    )
    
    
    £1.40
    
    
    
    (81
    )
    
    
    £1.38Forfeited
    
    
    (2
    )
    
    
    £1.08
    
    
    
    (30
    )
    
    
    £0.97
    
    
    
    (32
    )
    
    
    £0.9731 March 2011
    
    
    17
    
    
    
    £1.02
    
    
    
    370
    
    
    
    £1.00
    
    
    
    387
    
    
    
    £1.00




---



##### Table of Contents



110   Vodafone Group Plc
   2011
    
    
    2010£m
    
    
    £mCash and cash equivalents
    
    
    (6,252
    )
    
    
    (4,423
    )Borrowings
    
    
    38,281
    
    
    
    39,795Other financial instruments
    
    
    (2,171
    )
    
    
    (2,056
    )Net debt
    
    
    29,858
    
    
    
    33,316Equity
    
    
    87,561
    
    
    
    90,810Capital
    
    
    117,419
    
    
    
    124,126
 Credit risk
  2011
    
    
    2010£m
    
    
    £mBank deposits
    
    
    896
    
    
    
    745Cash held in restricted deposits
    
    
    338
    
    
    
    274Government bonds
    
    
    610
    
    
    
    388Money market fund investments
    
    
    5,015
    
    
    
    3,678Derivative financial instruments
    
    
    2,045
    
    
    
    2,128Other investments  debt and bonds
    
    
    75
    
    
    
    2,366Trade receivables
    
    
    4,277
    
    
    
    4,067Other receivables
    
    
    3,325
    
    
    
    1,80016,581
    
    
    
    15,446
     2011
    
    
    2010£m
    
    
    £mCash collateral
    
    
    531
    
    
    
    604




---



##### Table of Contents



Vodafone Group Plc 111
 Financials
  2011
    
    
    2010£m
    
    
    £m30 days or less
    
    
    1,561
    
    
    
    1,499Between 31
 60 days
    
    
    100
    
    
    
    119Between 61
 180 days
    
    
    85
    
    
    
    155Greater than 180 days
    
    
    298
    
    
    
    1832,044
    
    
    
    1,956
    Liquidity risk
 Market risk
 Interest rate management
   Foreign exchange management




---



##### Table of Contents



112   Vodafone Group Plc
   
 2011£mEuro 4%
change  Operating profit
    
    
    230US dollar
13% change  Operating profit
    
    
    594
  Equity risk
     Level 1(1)
    
    
    Level 2(2)
    
    
    Total2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£ m
    
    
    £ m
    
    
    £ m
    
    
    £ m
    
    
    £ m
    
    
    £ mFinancial assets:Derivative financial instruments:Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    1,946
    
    
    
    1,996
    
    
    
    1,946
    
    
    
    1,996Foreign exchange contracts
    
    
    
    
    
    
    
    
    
    
    99
    
    
    
    132
    
    
    
    99
    
    
    
    132Interest rate futures
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    20
    
    
    
    31
    
    
    
    20
    
    
    
    
    
    
    
    2,076
    
    
    
    2,148
    
    
    
    2,076
    
    
    
    2,148Financial investments available-for-sale:Listed equity securities(3)
    
    
    1
    
    
    
    4,072
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,072Unlisted equity securities(3)
    
    
    
    
    
    
    
    
    
    
    703
    
    
    
    623
    
    
    
    703
    
    
    
    6231
    
    
    
    4,072
    
    
    
    703
    
    
    
    623
    
    
    
    704
    
    
    
    4,6951
    
    
    
    4,072
    
    
    
    2,779
    
    
    
    2,771
    
    
    
    2,780
    
    
    
    6,843Financial liabilities:Derivative financial instruments:Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    395
    
    
    
    365
    
    
    
    395
    
    
    
    365Foreign exchange contracts
    
    
    
    
    
    
    
    
    
    
    153
    
    
    
    95
    
    
    
    153
    
    
    
    95
    
    
    
    
    
    
    
    548
    
    
    
    460
    
    
    
    548
    
    
    
    460
  (1)
    
    Level 1 classification comprises financial instruments where fair value is determined by
unadjusted quoted prices in active markets for identical assets or liabilities.(2)
    
    Level 2 classification comprises where fair value is determined from inputs other than quoted
prices that are observable for the asset or liability, either directly or indirectly. Fair
values for unlisted equity securities are derived from observable quoted market prices for
similar items. Derivative financial instrument fair values are present values determined from
future cash flows discounted at rates derived from market sourced data.(3)
    
    Details of listed and unlisted equity securities are included in note 15 Other Investments.




---



##### Table of Contents



Vodafone Group Plc 113
 Financials
 
   2011
    
    
    2010Short-term
    
    
    Long-term
    
    
    
    
    
    
    Short-term
    
    
    Long-termborrowings
    
    
    borrowings
    
    
    Total
    
    
    borrowings
    
    
    borrowings
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost:Bank loans
    
    
    2,070
    
    
    
    5,872
    
    
    
    7,942
    
    
    
    3,460
    
    
    
    4,183
    
    
    
    7,643Bank overdrafts
    
    
    47
    
    
    
    
    
    
    
    47
    
    
    
    60
    
    
    
    
    
    
    
    60Redeemable preference shares
    
    
    
    
    
    
    1,169
    
    
    
    1,169
    
    
    
    
    
    
    
    1,242
    
    
    
    1,242Commercial paper
    
    
    1,660
    
    
    
    
    
    
    
    1,660
    
    
    
    2,563
    
    
    
    
    
    
    
    2,563Bonds
    
    
    2,470
    
    
    
    16,046
    
    
    
    18,516
    
    
    
    1,174
    
    
    
    12,675
    
    
    
    13,849Other liabilities(1)(2)
    
    
    3,659
    
    
    
    1,023
    
    
    
    4,682
    
    
    
    3,906
    
    
    
    385
    
    
    
    4,291Bonds in fair value hedge relationships
    
    
    
    
    
    
    4,265
    
    
    
    4,265
    
    
    
    
    
    
    
    10,147
    
    
    
    10,1479,906
    
    
    
    28,375
    
    
    
    38,281
    
    
    
    11,163
    
    
    
    28,632
    
    
    
    39,795
  (1)
    
    At 31 March 2011 amount includes £531 million (2010: £604 million) in relation to collateral
support agreements.(2)
    
    Amounts at 31 March 2011 includes £3,190 million (2010: £3,405 million) in relation to the
options disclosed in note 12.
   Sterling equivalentnominal value
    
    
    Fair value
    
    
    Carrying value2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost
    
    
    7,316
    
    
    
    9,910
    
    
    
    7,425
    
    
    
    10,006
    
    
    
    7,436
    
    
    
    9,989Bonds:
    
    
    2,444
    
    
    
    1,113
    
    
    
    2,463
    
    
    
    1,124
    
    
    
    2,470
    
    
    
    1,1745.875% euro 1.25 billion bond due June 2010
    
    
    
    
    
    
    1,113
    
    
    
    
    
    
    
    1,124
    
    
    
    
    
    
    
    1,174US dollar floating rate note due June 2011
    
    
    171
    
    
    
    
    
    
    
    171
    
    
    
    
    
    
    
    171
    
    
    
    5.5% US dollar 750 million bond due June 2011
    
    
    467
    
    
    
    
    
    
    
    471
    
    
    
    
    
    
    
    478
    
    
    
    1% US dollar 100 million bond due August 2011
    
    
    45
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    45
    
    
    
    Euro floating rate note due January 2012
    
    
    1,144
    
    
    
    
    
    
    
    1,146
    
    
    
    
    
    
    
    1,148
    
    
    
    US dollar floating rate note due February 2012
    
    
    306
    
    
    
    
    
    
    
    306
    
    
    
    
    
    
    
    306
    
    
    
    5.35% US dollar 500 million bond due February 2012
    
    
    311
    
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    322
    
    
    
    Short-term borrowings
    
    
    9,760
    
    
    
    11,023
    
    
    
    9,888
    
    
    
    11,130
    
    
    
    9,906
    
    
    
    11,163




---



##### Table of Contents



114   Vodafone Group Plc
    Sterling equivalentnominal value
    
    
    Fair value
    
    
    Carrying value2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost:Bank loans
    
    
    5,728
    
    
    
    4,149
    
    
    
    5,872
    
    
    
    4,183
    
    
    
    5,873
    
    
    
    4,183Redeemable preference shares
    
    
    1,027
    
    
    
    1,174
    
    
    
    1,054
    
    
    
    1,098
    
    
    
    1,169
    
    
    
    1,242Other liabilities
    
    
    1,022
    
    
    
    385
    
    
    
    1,023
    
    
    
    385
    
    
    
    1,022
    
    
    
    385Bonds:
    
    
    14,581
    
    
    
    11,455
    
    
    
    15,578
    
    
    
    11,961
    
    
    
    16,046
    
    
    
    12,675US dollar floating rate note due June 2011
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    2305.5% US dollar 750 million bond due June 2011
    
    
    
    
    
    
    494
    
    
    
    
    
    
    
    518
    
    
    
    
    
    
    
    524Euro floating rate note due January 2012
    
    
    
    
    
    
    1,158
    
    
    
    
    
    
    
    1,157
    
    
    
    
    
    
    
    1,161US dollar floating rate note due February 2012
    
    
    
    
    
    
    329
    
    
    
    
    
    
    
    329
    
    
    
    
    
    
    
    3295.35% US dollar 500 million bond due February 2012
    
    
    
    
    
    
    329
    
    
    
    
    
    
    
    351
    
    
    
    
    
    
    
    3523.625% euro 1,250 million bond due November 2012
    
    
    1,104
    
    
    
    1,113
    
    
    
    1,125
    
    
    
    1,157
    
    
    
    1,132
    
    
    
    1,1496.75% Australian dollar 265 million bond due January 2013
    
    
    171
    
    
    
    160
    
    
    
    173
    
    
    
    161
    
    
    
    176
    
    
    
    167Czech krona floating rate note due June 2013
    
    
    19
    
    
    
    19
    
    
    
    19
    
    
    
    19
    
    
    
    19
    
    
    
    19Euro floating rate note due September 2013
    
    
    751
    
    
    
    757
    
    
    
    752
    
    
    
    756
    
    
    
    752
    
    
    
    7585.0% US dollar 1,000 million bond due December 2013
    
    
    623
    
    
    
    658
    
    
    
    676
    
    
    
    704
    
    
    
    667
    
    
    
    7186.875% euro 1,000 million bond due December 2013
    
    
    883
    
    
    
    891
    
    
    
    970
    
    
    
    1,024
    
    
    
    922
    
    
    
    936Euro floating rate note due June 2014
    
    
    1,104
    
    
    
    1,113
    
    
    
    1,099
    
    
    
    1,099
    
    
    
    1,105
    
    
    
    1,1144.15% US dollar 1,250 million bond due June 2014
    
    
    778
    
    
    
    823
    
    
    
    826
    
    
    
    856
    
    
    
    802
    
    
    
    8524.625% sterling 350 million bond due September 2014
    
    
    350
    
    
    
    
    
    
    
    367
    
    
    
    
    
    
    
    382
    
    
    
    4.625% sterling 525 million bond due September 2014
    
    
    525
    
    
    
    
    
    
    
    551
    
    
    
    
    
    
    
    544
    
    
    
    5.125% euro 500 million bond due April 2015
    
    
    442
    
    
    
    445
    
    
    
    475
    
    
    
    496
    
    
    
    470
    
    
    
    4755.0% US dollar 750 million bond due September 2015
    
    
    467
    
    
    
    
    
    
    
    506
    
    
    
    
    
    
    
    512
    
    
    
    3.375% US dollar 500 million bond due November 2015
    
    
    311
    
    
    
    329
    
    
    
    317
    
    
    
    327
    
    
    
    312
    
    
    
    3306.25% euro 1,250 million bond due January 2016
    
    
    1,104
    
    
    
    
    
    
    
    1,230
    
    
    
    
    
    
    
    1,139
    
    
    
    2.875% US dollar 600 million bond due March 2016
    
    
    374
    
    
    
    
    
    
    
    371
    
    
    
    
    
    
    
    371
    
    
    
    5.75% US dollar 750 million bond due March 2016
    
    
    467
    
    
    
    
    
    
    
    523
    
    
    
    
    
    
    
    532
    
    
    
    4.75% euro 500 million bond due June 2016
    
    
    442
    
    
    
    
    
    
    
    463
    
    
    
    
    
    
    
    487
    
    
    
    5.625% US dollar 1,300 million bond due February 2017
    
    
    809
    
    
    
    
    
    
    
    897
    
    
    
    
    
    
    
    920
    
    
    
    5.375% sterling 600 million bond due December 2017
    
    
    600
    
    
    
    
    
    
    
    638
    
    
    
    
    
    
    
    629
    
    
    
    5% euro 750 million bond due June 2018
    
    
    663
    
    
    
    668
    
    
    
    697
    
    
    
    721
    
    
    
    689
    
    
    
    6948.125% sterling 450 million bond due November 2018
    
    
    450
    
    
    
    
    
    
    
    550
    
    
    
    
    
    
    
    488
    
    
    
    4.375% US dollar 500 million bond due March 2021
    
    
    311
    
    
    
    
    
    
    
    307
    
    
    
    
    
    
    
    309
    
    
    
    7.875% US dollar 750 million bond due February 2030
    
    
    467
    
    
    
    494
    
    
    
    591
    
    
    
    589
    
    
    
    759
    
    
    
    8146.25% US dollar 495 million bond due November 2032
    
    
    308
    
    
    
    326
    
    
    
    332
    
    
    
    328
    
    
    
    425
    
    
    
    4536.15% US dollar 1,700 million bond due February 2037
    
    
    1,058
    
    
    
    1,119
    
    
    
    1,123
    
    
    
    1,139
    
    
    
    1,503
    
    
    
    1,600Bonds in fair value hedge relationships:
    
    
    3,962
    
    
    
    9,395
    
    
    
    4,199
    
    
    
    10,085
    
    
    
    4,265
    
    
    
    10,1474.625% sterling 350 million bond due September 2014
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    367
    
    
    
    
    
    
    
    3884.625% sterling 525 million bond due September 2014
    
    
    
    
    
    
    525
    
    
    
    
    
    
    
    550
    
    
    
    
    
    
    
    5322.15% Japanese yen 3,000 million bond due April 2015
    
    
    23
    
    
    
    21
    
    
    
    24
    
    
    
    22
    
    
    
    23
    
    
    
    225.375% US dollar 900 million bond due January 2015
    
    
    560
    
    
    
    592
    
    
    
    616
    
    
    
    636
    
    
    
    621
    
    
    
    6505.0% US dollar 750 million bond due September 2015
    
    
    
    
    
    
    494
    
    
    
    
    
    
    
    529
    
    
    
    
    
    
    
    5436.25% euro 1,250 million bond due January 2016
    
    
    
    
    
    
    1,113
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    1,1685.75% US dollar 750 million bond due March 2016
    
    
    
    
    
    
    494
    
    
    
    
    
    
    
    536
    
    
    
    
    
    
    
    5564.75% euro 500 million bond due June 2016
    
    
    
    
    
    
    445
    
    
    
    
    
    
    
    477
    
    
    
    
    
    
    
    5035.625% US dollar 1,300 million bond due February 2017
    
    
    
    
    
    
    856
    
    
    
    
    
    
    
    919
    
    
    
    
    
    
    
    9605.375% sterling 600 million bond due December 2017
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    634
    
    
    
    
    
    
    
    6284.625% US dollar 500 million bond due July 2018
    
    
    311
    
    
    
    329
    
    
    
    327
    
    
    
    328
    
    
    
    338
    
    
    
    3498.125% sterling 450 million bond due November 2018
    
    
    
    
    
    
    450
    
    
    
    
    
    
    
    553
    
    
    
    
    
    
    
    4875.45% US dollar 1,250 million bond due June 2019
    
    
    778
    
    
    
    823
    
    
    
    850
    
    
    
    857
    
    
    
    823
    
    
    
    8494.65% euro 1,250 million bond January 2022
    
    
    1,104
    
    
    
    1,113
    
    
    
    1,115
    
    
    
    1,129
    
    
    
    1,114
    
    
    
    1,1455.375% euro 500 million bond June 2022
    
    
    442
    
    
    
    445
    
    
    
    470
    
    
    
    481
    
    
    
    505
    
    
    
    5255.625% sterling 250 million bond due December 2025
    
    
    250
    
    
    
    250
    
    
    
    258
    
    
    
    254
    
    
    
    284
    
    
    
    2856.6324% euro 50 million bond due December 2028
    
    
    44
    
    
    
    45
    
    
    
    68
    
    
    
    64
    
    
    
    57
    
    
    
    545.9% sterling 450 million bond due November 2032
    
    
    450
    
    
    
    450
    
    
    
    471
    
    
    
    471
    
    
    
    500
    
    
    
    503Long-term borrowings
    
    
    26,320
    
    
    
    26,558
    
    
    
    27,726
    
    
    
    27,712
    
    
    
    28,375
    
    
    
    28,632




---



##### Table of Contents



Vodafone Group Plc Annual Report 2011   115 Financials
   Redeemable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loans in fairBank
    
    
    preference
    
    
    Commercial
    
    
    
    
    
    
    Other
    
    
    value hedgeloans
    
    
    shares
    
    
    paper
    
    
    Bonds
    
    
    liabilities
    
    
    relationships
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mWithin one year
    
    
    1,881
    
    
    
    52
    
    
    
    1,670
    
    
    
    3,292
    
    
    
    3,766
    
    
    
    203
    
    
    
    10,864In one to two years
    
    
    528
    
    
    
    52
    
    
    
    
    
    
    
    2,009
    
    
    
    191
    
    
    
    203
    
    
    
    2,983In two to three years
    
    
    2,510
    
    
    
    52
    
    
    
    
    
    
    
    2,919
    
    
    
    60
    
    
    
    203
    
    
    
    5,744In three to four years
    
    
    321
    
    
    
    52
    
    
    
    
    
    
    
    3,251
    
    
    
    60
    
    
    
    763
    
    
    
    4,447In four to five years
    
    
    885
    
    
    
    52
    
    
    
    
    
    
    
    3,613
    
    
    
    901
    
    
    
    195
    
    
    
    5,646In more than five years
    
    
    1,825
    
    
    
    1,240
    
    
    
    
    
    
    
    7,725
    
    
    
    
    
    
    
    4,752
    
    
    
    15,5427,950
    
    
    
    1,500
    
    
    
    1,670
    
    
    
    22,809
    
    
    
    4,978
    
    
    
    6,319
    
    
    
    45,226Effect of discount/financing rates
    
    
    (8
    )
    
    
    (331
    )
    
    
    (10
    )
    
    
    (4,293
    )
    
    
    (249
    )
    
    
    (2,054
    )
    
    
    (6,945
    )31 March 2011
    
    
    7,942
    
    
    
    1,169
    
    
    
    1,660
    
    
    
    18,516
    
    
    
    4,729
    
    
    
    4,265
    
    
    
    38,281Within one year
    
    
    3,406
    
    
    
    93
    
    
    
    2,572
    
    
    
    1,634
    
    
    
    3,983
    
    
    
    510
    
    
    
    12,198In one to two years
    
    
    858
    
    
    
    56
    
    
    
    
    
    
    
    3,008
    
    
    
    145
    
    
    
    510
    
    
    
    4,577In two to three years
    
    
    847
    
    
    
    56
    
    
    
    
    
    
    
    1,712
    
    
    
    156
    
    
    
    510
    
    
    
    3,281In three to four years
    
    
    1,852
    
    
    
    56
    
    
    
    
    
    
    
    2,671
    
    
    
    
    
    
    
    510
    
    
    
    5,089In four to five years
    
    
    138
    
    
    
    56
    
    
    
    
    
    
    
    2,152
    
    
    
    31
    
    
    
    1,977
    
    
    
    4,354In more than five years
    
    
    598
    
    
    
    1,370
    
    
    
    
    
    
    
    6,009
    
    
    
    68
    
    
    
    9,983
    
    
    
    18,0287,699
    
    
    
    1,687
    
    
    
    2,572
    
    
    
    17,186
    
    
    
    4,383
    
    
    
    14,000
    
    
    
    47,527Effect of discount/financing rates
    
    
    (56
    )
    
    
    (445
    )
    
    
    (9
    )
    
    
    (3,337
    )
    
    
    (32
    )
    
    
    (3,853
    )
    
    
    (7,732
    )31 March 2010
    
    
    7,643
    
    
    
    1,242
    
    
    
    2,563
    
    
    
    13,849
    
    
    
    4,351
    
    
    
    10,147
    
    
    
    39,795
  2011
    
    
    2010Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mWithin one year
    
    
    14,840
    
    
    
    15,051
    
    
    
    13,067
    
    
    
    13,154In one to two years
    
    
    631
    
    
    
    829
    
    
    
    929
    
    
    
    938In two to three years
    
    
    724
    
    
    
    882
    
    
    
    1,083
    
    
    
    974In three to four years
    
    
    667
    
    
    
    770
    
    
    
    1,040
    
    
    
    932In four to five years
    
    
    619
    
    
    
    690
    
    
    
    868
    
    
    
    816In more than five years
    
    
    3,715
    
    
    
    4,592
    
    
    
    7,607
    
    
    
    5,91221,196
    
    
    
    22,814
    
    
    
    24,594
    
    
    
    22,726
  2011
    
    
    2010Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    
    
    
    
    10,198
    
    
    
    
    
    
    
    8,257Euro
    
    
    11,422
    
    
    
    2,832
    
    
    
    8,650
    
    
    
    3,177US dollar
    
    
    13
    
    
    
    387
    
    
    
    1,545
    
    
    
    55Japanese yen
    
    
    2,164
    
    
    
    23
    
    
    
    548
    
    
    
    21Other
    
    
    727
    
    
    
    832
    
    
    
    1,485
    
    
    
    75514,326
    
    
    
    14,272
    
    
    
    12,228
    
    
    
    12,265
   2011
    
    
    2010£m
    
    
    £mWithin one year
    
    
    14
    
    
    
    21In two to five years
    
    
    45
    
    
    
    47In more than five years
    
    
    6
    
    
    
    7




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##### Table of Contents



116   Vodafone Group Plc Annual Report 2011   Total
    
    
    Floating rate
    
    
    Fixed rate
    
    
    Otherborrowings
    
    
    borrowings
    
    
    borrowings(1)
    
    
    borrowings(2)Currency
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    2,831
    
    
    
    906
    
    
    
    1,925
    
    
    
    Euro
    
    
    12,361
    
    
    
    4,198
    
    
    
    8,163
    
    
    
    US dollar
    
    
    16,030
    
    
    
    9,488
    
    
    
    3,352
    
    
    
    3,190Japanese yen
    
    
    807
    
    
    
    807
    
    
    
    
    
    
    
    Other
    
    
    6,252
    
    
    
    2,920
    
    
    
    3,332
    
    
    
    31 March 2011
    
    
    38,281
    
    
    
    18,319
    
    
    
    16,772
    
    
    
    3,190Sterling
    
    
    3,022
    
    
    
    3,022
    
    
    
    
    
    
    
    Euro
    
    
    14,244
    
    
    
    9,429
    
    
    
    4,815
    
    
    
    US dollar
    
    
    15,195
    
    
    
    7,329
    
    
    
    4,461
    
    
    
    3,405Japanese yen
    
    
    2,605
    
    
    
    2,605
    
    
    
    
    
    
    
    Other
    
    
    4,729
    
    
    
    4,105
    
    
    
    624
    
    
    
    31 March 2010
    
    
    39,795
    
    
    
    26,490
    
    
    
    9,900
    
    
    
    3,405
  (1)
    
    The weighted average interest rate for the Groups sterling denominated fixed rate borrowings
is 5.7% (2010: n/a). The weighted average time for which these rates are fixed is 5.4 years
(2010: n/a). The weighted average interest rate for the Groups euro denominated fixed rate
borrowings is 4.3% (2010: 5.3%). The weighted average time for which the rates are fixed is
3.8 years (2010: 3.4 years). The weighted average interest rate for the Groups US dollar
denominated fixed rate borrowings is 5.4% (2010: 5.5%). The weighted average time for which
the rates are fixed is 9.7 years (2010: 12.3 years). The weighted average interest rate for
the Groups other currency fixed rate borrowings is 9.2% (2010: 10.1%). The weighted average
time for which the rates are fixed is 2.0 years (2010: 1.5 years).(2)
    
    Other borrowings of £3,190 million (2010: £3,405 million) are the liabilities arising under
options over direct and indirect interests in Vodafone Essar.




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   117 Financials
 Redeemable preference shares
  
      2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mDefined contribution schemes
    
    
    130
    
    
    
    110
    
    
    
    73Defined benefit schemes
    
    
    4
    
    
    
    50
    
    
    
    40Total amount charged to the income statement (note 31)
    
    
    134
    
    
    
    160
    
    
    
    113
 2011(1)
    
    
    2010(1)
    
    
    2009(1)%
    
    
    %
    
    
    %Weighted average actuarial assumptions used at 31 March:Rate of inflation
    
    
    3.1
    
    
    
    3.5
    
    
    
    2.6Rate of increase in salaries
    
    
    2.9
    
    
    
    4.6
    
    
    
    3.7Rate of increase in pensions in payment and deferred pensions
    
    
    3.1
    
    
    
    3.5
    
    
    
    2.6Discount rate
    
    
    5.6
    
    
    
    5.7
    
    
    
    6.3Expected rates of return:Equities
    
    
    8.2
    
    
    
    8.5
    
    
    
    8.4Bonds(2)
    
    
    5.1
    
    
    
    5.1
    
    
    
    5.7
  (1)
    
    Figures shown represent a weighted average assumption of the individual schemes.(2)
    
    For the year ended 31 March 2011 the expected rate of return for bonds consisted of a 5.3%
rate of return for corporate bonds (2010: 5.5%; 2009: 6.1%) and a 3.6% rate of return for
government bonds (2010: 4.0%; 2009: 4.0%).
     2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mCurrent service cost
    
    
    12
    
    
    
    29
    
    
    
    46Interest cost
    
    
    95
    
    
    
    77
    
    
    
    83Expected return on pension assets
    
    
    (103
    )
    
    
    (76
    )
    
    
    (92
    )Curtailment/settlement
    
    
    
    
    
    
    20
    
    
    
    3Total included within staff costs
    
    
    4
    
    
    
    50
    
    
    
    40Actuarial
losses recognised in the SOCI
    
    
    (190
    )
    
    
    149
    
    
    
    220Cumulative actuarial losses recognised in the SOCI
    
    
    306
    
    
    
    496
    
    
    
    347




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##### Table of Contents



118   Vodafone Group Plc Annual Report 2011     2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mMovement in pension assets:1 April
    
    
    1,487
    
    
    
    1,100
    
    
    
    1,271Exchange rate movements
    
    
    (2
    )
    
    
    (10
    )
    
    
    50Expected return on pension assets
    
    
    103
    
    
    
    76
    
    
    
    92Actuarial (losses)/gains
    
    
    (6
    )
    
    
    286
    
    
    
    (381
    )Employer cash contributions
    
    
    24
    
    
    
    133
    
    
    
    98Member cash contributions
    
    
    5
    
    
    
    12
    
    
    
    15Benefits paid
    
    
    (51
    )
    
    
    (45
    )
    
    
    (45
    )Other movements
    
    
    (2
    )
    
    
    (65
    )
    
    
    31 March
    
    
    1,558
    
    
    
    1,487
    
    
    
    1,100Movement in pension liabilities:1 April
    
    
    1,690
    
    
    
    1,332
    
    
    
    1,310Exchange rate movements
    
    
    (4
    )
    
    
    (15
    )
    
    
    69Arising on acquisition
    
    
    
    
    
    
    
    
    
    
    33Current service cost
    
    
    12
    
    
    
    29
    
    
    
    46Interest cost
    
    
    95
    
    
    
    77
    
    
    
    83Member cash contributions
    
    
    5
    
    
    
    12
    
    
    
    15Actuarial (gains)/losses
    
    
    (196
    )
    
    
    435
    
    
    
    (161
    )Benefits paid
    
    
    (51
    )
    
    
    (79
    )
    
    
    (45
    )Other movements
    
    
    (3
    )
    
    
    (101
    )
    
    
    (18
    )31 March
    
    
    1,548
    
    
    
    1,690
    
    
    
    1,332
  UK
    
    
    Group2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mAnalysis of net assets/(deficits):Total fair value of scheme assets
    
    
    1,180
    
    
    
    1,131
    
    
    
    755
    
    
    
    934
    
    
    
    954
    
    
    
    1,558
    
    
    
    1,487
    
    
    
    1,100
    
    
    
    1,271
    
    
    
    1,251Present value of funded scheme
liabilities
    
    
    (1,127
    )
    
    
    (1,276
    )
    
    
    (815
    )
    
    
    (902
    )
    
    
    (901
    )
    
    
    (1,488
    )
    
    
    (1,625
    )
    
    
    (1,196
    )
    
    
    (1,217
    )
    
    
    (1,194
    )Net
assets/(deficit) for funded schemes
    
    
    53
    
    
    
    (145
    )
    
    
    (60
    )
    
    
    32
    
    
    
    53
    
    
    
    70
    
    
    
    (138
    )
    
    
    (96
    )
    
    
    54
    
    
    
    57Present value of unfunded scheme
liabilities
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    (65
    )
    
    
    (136
    )
    
    
    (93
    )
    
    
    (98
    )Net assets/(deficit)
    
    
    53
    
    
    
    (145
    )
    
    
    (68
    )
    
    
    32
    
    
    
    53
    
    
    
    10
    
    
    
    (203
    )
    
    
    (232
    )
    
    
    (39
    )
    
    
    (41
    )Net
assets/(deficit) are analysed as:Assets
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    53
    
    
    
    97
    
    
    
    34
    
    
    
    8
    
    
    
    65
    
    
    
    82Liabilities
    
    
    
    
    
    
    (145
    )
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    (237
    )
    
    
    (240
    )
    
    
    (104
    )
    
    
    (123
    )
   2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mActual return on pension assets
    
    
    97
    
    
    
    362
    
    
    
    (289
    )Analysis of pension assets at 31 March is as follows:
    
    
    %
    
    
    
    %
    
    
    
    %Equities
    
    
    61.6
    
    
    
    59.6
    
    
    
    55.6Bonds
    
    
    36.5
    
    
    
    37.5
    
    
    
    41.9Property
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.4Other
    
    
    1.6
    
    
    
    2.6
    
    
    
    2.1100.0
    
    
    
    100.0
    
    
    
    100.0




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##### Table of Contents



Vodafone Group Plc Annual Report 2011   119 Financials
  2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mExperience adjustments on pension liabilities:Amount
    
    
    23
    
    
    
    8
    
    
    
    6
    
    
    
    (5
    )
    
    
    (2
    )Percentage of pension liabilities
    
    
    1
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Experience adjustments on pension assets:Amount
    
    
    (6
    )
    
    
    286
    
    
    
    (381
    )
    
    
    (176
    )
    
    
    26Percentage of pension assets
    
    
    
    
    
    
    19
    %
    
    
    (35
    %)
    
    
    (14
    %)
    
    
    2
    %
 
  Assetretirement
    
    
    Otherobligations
    
    
    provisions
    
    
    Total£m
    
    
    £m
    
    
    £m1 April 2009
    
    
    361
    
    
    
    545
    
    
    
    906Exchange movements
    
    
    (7
    )
    
    
    (6
    )
    
    
    (13
    )Arising on acquisition
    
    
    
    
    
    
    20
    
    
    
    20Amounts capitalised in the year
    
    
    40
    
    
    
    
    
    
    
    40Amounts charged to the income statement
    
    
    
    
    
    
    259
    
    
    
    259Utilised in the year  payments
    
    
    (3
    )
    
    
    (157
    )
    
    
    (160
    )Amounts released to the income statement
    
    
    
    
    
    
    (37
    )
    
    
    (37
    )Other
    
    
    (21
    )
    
    
    
    
    
    
    (21
    )31 March 2010
    
    
    370
    
    
    
    624
    
    
    
    994Exchange movements
    
    
    (4
    )
    
    
    (12
    )
    
    
    (16
    )Amounts capitalised in the year
    
    
    4
    
    
    
    
    
    
    
    4Amounts charged to the income statement
    
    
    
    
    
    
    300
    
    
    
    300Utilised in the year  payments
    
    
    (8
    )
    
    
    (193
    )
    
    
    (201
    )Amounts released to the income statement
    
    
    
    
    
    
    (59
    )
    
    
    (59
    )Other
    
    
    (47
    )
    
    
    66
    
    
    
    1931 March 2011
    
    
    315
    
    
    
    726
    
    
    
    1,041
  2011
    
    
    2010£m
    
    
    £mCurrent liabilities
    
    
    559
    
    
    
    497Non-current liabilities
    
    
    482
    
    
    
    4971,041
    
    
    
    994




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120   Vodafone Group Plc Annual Report 2011  
  2011
    
    
    2010£m
    
    
    £mIncluded within non-current liabilities:Other payables
    
    
    80
    
    
    
    76Accruals and deferred income
    
    
    329
    
    
    
    379Derivative financial instruments
    
    
    395
    
    
    
    361804
    
    
    
    816Included within current liabilities:Trade payables
    
    
    4,453
    
    
    
    3,254Amounts owed to associates
    
    
    23
    
    
    
    17Other taxes and social security payable
    
    
    1,140
    
    
    
    998Other payables
    
    
    520
    
    
    
    650Accruals and deferred income
    
    
    8,409
    
    
    
    9,064Derivative financial instruments
    
    
    153
    
    
    
    9914,698
    
    
    
    14,082
  2011
    
    
    2010£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for trading):Interest rate swaps
    
    
    342
    
    
    
    330Foreign exchange swaps
    
    
    153
    
    
    
    95495
    
    
    
    425Fair value hedges:Interest rate swaps
    
    
    53
    
    
    
    35548
    
    
    
    460
 
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mProfit for the financial year
    
    
    7,870
    
    
    
    8,618
    
    
    
    3,080Adjustments for:Share-based payments
    
    
    156
    
    
    
    150
    
    
    
    128Depreciation and amortisation
    
    
    7,876
    
    
    
    7,910
    
    
    
    6,814Loss on disposal of property, plant and equipment
    
    
    91
    
    
    
    101
    
    
    
    10Share of result in associates
    
    
    (5,059
    )
    
    
    (4,742
    )
    
    
    (4,091
    )Impairment losses
    
    
    6,150
    
    
    
    2,100
    
    
    
    5,900Other income and expense
    
    
    16
    
    
    
    (114
    )
    
    
    Non-operating income and expense
    
    
    (3,022
    )
    
    
    10
    
    
    
    44Investment income
    
    
    (1,309
    )
    
    
    (716
    )
    
    
    (795
    )Financing costs
    
    
    429
    
    
    
    1,512
    
    
    
    2,419Income tax expense
    
    
    1,628
    
    
    
    56
    
    
    
    1,109(Increase)/decrease in inventory
    
    
    (107
    )
    
    
    2
    
    
    
    81(Increase)/decrease in trade and other receivables
    
    
    (387
    )
    
    
    (714
    )
    
    
    80Increase/(decrease) in trade and other payables
    
    
    1,060
    
    
    
    1,164
    
    
    
    (145
    )Cash generated by operations
    
    
    15,392
    
    
    
    15,337
    
    
    
    14,634Tax paid
    
    
    (3,397
    )
    
    
    (2,273
    )
    
    
    (2,421
    )Net cash flow from operating activities
    
    
    11,995
    
    
    
    13,064
    
    
    
    12,213




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Vodafone Group Plc Annual Report 2011   121 Financials
 
     2011
    
    
    2010£m
    
    
    £mWithin one year
    
    
    1,225
    
    
    
    1,200In more than one year but less than two years
    
    
    958
    
    
    
    906In more than two years but less than three years
    
    
    746
    
    
    
    776In more than three years but less than four years
    
    
    638
    
    
    
    614In more than four years but less than five years
    
    
    602
    
    
    
    512In more than five years
    
    
    2,344
    
    
    
    2,2356,513
    
    
    
    6,243
   Company and subsidiaries
    
    
    Share of joint ventures
    
    
    Group2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mContracts placed for
future capital expenditure
not provided in the
financial
statements(1)
    
    
    1,786
    
    
    
    1,800
    
    
    
    338
    
    
    
    219
    
    
    
    2,124
    
    
    
    2,019
  (1)
    
    Commitment includes contracts placed for property, plant and equipment and intangible assets.
  
  2011
    
    
    2010£m
    
    
    £mPerformance bonds
    
    
    94
    
    
    
    246Credit guarantees  third party indebtedness
    
    
    114
    
    
    
    76Other guarantees and contingent liabilities
    
    
    1,527
    
    
    
    496




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122   Vodafone Group Plc Annual Report 2011




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Vodafone Group Plc Annual Report 2011   123 Financials
 
    2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mSalaries and fees
    
    
    5
    
    
    
    5
    
    
    
    4Incentive schemes
    
    
    3
    
    
    
    3
    
    
    
    2Other benefits(1)
    
    
    1
    
    
    
    1
    
    
    
    1
    (2)9
    
    
    
    9
    
    
    
    7
  (1)
    
    Includes the value of the cash allowance taken by some individuals in lieu of pension
contributions.(2)
    
    Includes the value of payments in respect of loss of office and relocation to the US.
     2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mShort-term employee benefits
    
    
    18
    
    
    
    21
    
    
    
    17Post-employment benefits  defined contribution schemes
    
    
    1
    
    
    
    1
    
    
    
    1Share-based payments
    
    
    22
    
    
    
    20
    
    
    
    1441
    
    
    
    42
    
    
    
    32
 
      2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mSales of goods and services to associates
    
    
    327
    
    
    
    281
    
    
    
    205Purchase of goods and services from associates
    
    
    171
    
    
    
    159
    
    
    
    223Purchase of goods and services from joint ventures
    
    
    206
    
    
    
    194
    
    
    
    57Net interest receivable from joint ventures(1)
    
    
    (14
    )
    
    
    (44
    )
    
    
    (18
    )Trade balances owed:by associates
    
    
    52
    
    
    
    24
    
    
    
    50to associates
    
    
    23
    
    
    
    17
    
    
    
    18by joint ventures
    
    
    27
    
    
    
    27
    
    
    
    10to joint ventures
    
    
    67
    
    
    
    40
    
    
    
    33Other balances owed by joint ventures(1)
    
    
    176
    
    
    
    751
    
    
    
    311
  (1)
    
    Amounts arise primarily through Vodafone Italy, Vodafone Hutchison Australia and Indus Towers
and represent amounts not eliminated on consolidation. Interest is paid in line with market
rates.




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124   Vodafone Group Plc Annual Report 2011      
   2011
    
    
    2010
    
    
    2009Employees
    
    
    Employees
    
    
    EmployeesBy activity:Operations
    
    
    14,171
    
    
    
    14,099
    
    
    
    13,889Selling and distribution
    
    
    28,311
    
    
    
    27,398
    
    
    
    25,174Customer care and administration
    
    
    41,380
    
    
    
    43,493
    
    
    
    40,03483,862
    
    
    
    84,990
    
    
    
    79,097By segment:Germany
    
    
    12,594
    
    
    
    13,507
    
    
    
    13,788Italy
    
    
    6,121
    
    
    
    6,207
    
    
    
    6,247Spain
    
    
    4,389
    
    
    
    4,326
    
    
    
    4,354UK
    
    
    8,174
    
    
    
    9,766
    
    
    
    10,350Other Europe
    
    
    18,953
    
    
    
    18,582
    
    
    
    19,015Europe
    
    
    50,231
    
    
    
    52,388
    
    
    
    53,754India
    
    
    10,743
    
    
    
    10,132
    
    
    
    8,674Vodacom
    
    
    7,320
    
    
    
    6,833
    
    
    
    3,246Other Africa, Middle East and Asia Pacific
    
    
    10,896
    
    
    
    10,887
    
    
    
    9,525Africa, Middle East and Asia Pacific
    
    
    28,959
    
    
    
    27,852
    
    
    
    21,445Non-Controlled Interests and Common Functions
    
    
    4,672
    
    
    
    4,750
    
    
    
    3,898Total
    
    
    83,862
    
    
    
    84,990
    
    
    
    79,097
  2011
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £mWages and salaries
    
    
    2,960
    
    
    
    3,045
    
    
    
    2,607Social security costs
    
    
    392
    
    
    
    415
    
    
    
    379Share-based payments (note 20)
    
    
    156
    
    
    
    150
    
    
    
    128Other pension costs (note 23)
    
    
    134
    
    
    
    160
    
    
    
    1133,642
    
    
    
    3,770
    
    
    
    3,227




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132    Vodafone Group Plc
 
   Interim management statement
    
    
    
    22 July 2011Half-year financial results announcement
    
    
    
    8 November 2011
    Ex-dividend date
    
    
    
    1 June 2011Record date
    
    
    
    3 June 2011Dividend reinvestment plan last election date
    
    
    
    15 July 2011Dividend payment date(1)
    
    
    
    5 August 2011
  (1)
    
    Payment date for both ordinary shares and american depositary shares (ADSs).
 Dividend payment methods
  
    
    have cash dividends paid direct to a bank or building society account; or
    
    elect to use the cash dividends to purchase more Vodafone ordinary shares under the dividend
reinvestment plan (see below) or, in the case of ADSs, have the dividends reinvested to
purchase additional Vodafone ADSs.
   
    
    resident in the UK automatically receive their dividends in pounds sterling provided that UK
bank details have been provided to the Company;
    
    resident in the eurozone (defined for this purpose as a country that has adopted the euro as
its national currency) automatically receive their dividends in euros provided that euro bank
details have been provided to the Company; and
 
    
    resident outside the UK and eurozone automatically receive dividends in pounds sterling by
lodging UK bank account details but may elect to receive dividends in local currency into their
bank account directly via our registrars global payments service. Visit www.investorcentre.co.uk for details, and terms and conditions.
    Dividend reinvestment
    The Registrars
    
    Holders of ordinary shares resident in Ireland:Computershare Investor Services PLC
    
    Computershare Investor Services (Ireland) LimitedThe Pavilions
    
    PO Box 9742Bridgwater Road, Bristol BS99 6ZZ, England
    
    Dublin 18, IrelandTelephone: +44 (0)870 702 0198
    
    Telephone: +353 (0)818 300 999www.investorcentre.co.uk/contactus
    
    www.investorcentre.co.uk/contactus




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Vodafone Group Plc 133
 Additional information
  
    
    register to receive electronic shareholder communications. Benefits to shareholders include faster receipt of
communications, such as annual reports, with cost and time savings for the Company. Electronic shareholder
communications are also more environmentally friendly;
    
    update registered address or dividend bank mandate instructions;
    
    view and/or download the 2011 annual report;
    
    check the current share price;
    
    calculate dividend payments; and
    
    use interactive tools to calculate the value of shareholdings, look up the historic price on a particular date
and chart Vodafone ordinary share price changes against indices.
  
    
    access the latest news from their mobile; and
    
    have news automatically emailed to them.
 London StockExchangePounds per
    
    
    NYSE/NASDAQ(1)ordinary share
    
    
    Dollars per ADSYear ended 31 March
    
    High
    
    
    Low
    
    
    High
    
    
    Low2007
    
    
    1.54
    
    
    
    1.08
    
    
    
    29.85
    
    
    
    20.072008
    
    
    1.98
    
    
    
    1.36
    
    
    
    40.87
    
    
    
    26.882009
    
    
    1.70
    
    
    
    0.96
    
    
    
    32.87
    
    
    
    15.302010
    
    
    1.54
    
    
    
    1.11
    
    
    
    24.04
    
    
    
    17.682011
    
    
    1.85
    
    
    
    1.27
    
    
    
    32.70
    
    
    
    18.21London StockExchangePounds per
    
    
    NYSE/NASDAQ(1)ordinary share
    
    
    Dollars per ADSQuarter
    
    High
    
    
    Low
    
    
    High
    
    
    Low2009/2010First quarter
    
    
    1.33
    
    
    
    1.11
    
    
    
    20.08
    
    
    
    17.68Second quarter
    
    
    1.44
    
    
    
    1.12
    
    
    
    23.85
    
    
    
    18.25Third quarter
    
    
    1.45
    
    
    
    1.32
    
    
    
    24.04
    
    
    
    21.10Fourth quarter
    
    
    1.54
    
    
    
    1.32
    
    
    
    23.32
    
    
    
    21.322010/2011First quarter
    
    
    1.53
    
    
    
    1.27
    
    
    
    23.79
    
    
    
    18.21Second quarter
    
    
    1.65
    
    
    
    1.36
    
    
    
    25.80
    
    
    
    20.71Third quarter
    
    
    1.80
    
    
    
    1.57
    
    
    
    28.52
    
    
    
    28.84Fourth quarter
    
    
    1.85
    
    
    
    1.67
    
    
    
    32.70
    
    
    
    26.342011/2012First quarter(2)
    
    
    1.83
    
    
    
    1.66
    
    
    
    29.46
    
    
    
    27.12London StockExchangePounds per
    
    
    NASDAQordinary share
    
    
    Dollars per ADSMonth
    
    High
    
    
    Low
    
    
    High
    
    
    LowNovember 2010
    
    
    1.80
    
    
    
    1.59
    
    
    
    28.52
    
    
    
    24.84December 2010
    
    
    1.72
    
    
    
    1.60
    
    
    
    27.10
    
    
    
    25.62January 2011
    
    
    1.85
    
    
    
    1.68
    
    
    
    32.70
    
    
    
    26.34February 2011
    
    
    1.83
    
    
    
    1.72
    
    
    
    29.75
    
    
    
    27.90March 2011
    
    
    1.85
    
    
    
    1.67
    
    
    
    29.67
    
    
    
    26.71April 2011
    
    
    1.83
    
    
    
    1.69
    
    
    
    29.46
    
    
    
    28.06May 2011(2)
    
    
    1.74
    
    
    
    1.66
    
    
    
    29.27
    
    
    
    27.12
  (1)
    
    The Company transferred its ADSs from the NYSE to NASDAQ on 29 October 2009.(2)
    
    Covering period up to 16 May 2011.




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134    Vodafone Group Plc
   Inflation
  Foreign currency translation
  31 March
    
    
    %Currency (=£1)
    
    2011
    
    
    2010
    
    
    changeAverage:Euro
    
    
    1.18
    
    
    
    1.13
    
    
    
    4.4US dollar
    
    
    1.56
    
    
    
    1.60
    
    
    
    (2.5
    )At 31 March:Euro
    
    
    1.13
    
    
    
    1.12
    
    
    
    0.9US dollar
    
    
    1.61
    
    
    
    1.52
    
    
    
    5.9
  Year ended 31 March
    
    31 March
    
    
    Average
    
    
    High
    
    
    Low2007
    
    
    1.97
    
    
    
    1.89
    
    
    
    1.98
    
    
    
    1.742008
    
    
    1.99
    
    
    
    2.01
    
    
    
    2.11
    
    
    
    1.942009
    
    
    1.43
    
    
    
    1.72
    
    
    
    2.00
    
    
    
    1.372010
    
    
    1.52
    
    
    
    1.60
    
    
    
    1.70
    
    
    
    1.442011
    
    
    1.61
    
    
    
    1.56
    
    
    
    1.64
    
    
    
    1.43
  Month
    
    High
    
    
    LowNovember 2010
    
    
    1.63
    
    
    
    1.56December 2010
    
    
    1.59
    
    
    
    1.54January 2011
    
    
    1.60
    
    
    
    1.55February 2011
    
    
    1.63
    
    
    
    1.60March 2011
    
    
    1.64
    
    
    
    1.60April 2011
    
    
    1.67
    
    
    
    1.61
  th
 Shareholders at 31 March 2011
 Number of
    
    
    % of totalNumber of ordinary shares held
    
    accounts
    
    
    issued shares1  1,000
    
    
    430,021
    
    
    
    0.211,001  5,000
    
    
    79,461
    
    
    
    0.325,001  50,000
    
    
    27,629
    
    
    
    0.6150,001  100,000
    
    
    1,126
    
    
    
    0.14100,001  500,000
    
    
    1,094
    
    
    
    0.44More than 500,000
    
    
    1,636
    
    
    
    98.28540,967
    
    
    
    100.00
 Geographical analysis of shareholders
   3
 Shareholder
    
    ShareholdingBlack Rock, Inc.
    
    
    6.00
    %Legal & General Group Plc
    
    
    3.59
    %
       Articles of association




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Vodafone Group Plc 135
 Additional information
  Directors
         Rights attaching to the Companys shares
 3
 Dividend rights
    Voting rights




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136    Vodafone Group Plc
   Liquidation rights
  Pre-emptive rights and new issues of shares
  Disclosure of interests in the Companys shares
 General meetings and notices
     Electronic communications
  Variation of rights
   Limitations on voting and shareholding




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Vodafone Group Plc 137
 Additional information
  
    
    a citizen or resident of the US;
    
    a US domestic corporation;
    
    an estate, the income of which is subject to US federal income tax
regardless of its source; or
    
    a trust, if a US court can exercise primary supervision over the
trusts administration and one or more US persons are authorised to
control all substantial decisions of the trust.
 Taxation of dividends
 UK taxation
   US federal income taxation




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138    Vodafone Group Plc
   Taxation of capital gains
 UK taxation
  
    
    a citizen of the United States resident or ordinarily resident for UK
tax purposes in the United Kingdom;
    
    a citizen of the United States who has been resident or ordinarily
resident for UK tax purposes in the United Kingdom, ceased to be so
resident or ordinarily resident for a period of less than five years
of assessment and who disposed of the shares or ADSs during that
period (a temporary non-resident), unless the shares or ADSs were
also acquired during that period, such liability arising on that
individuals return to the UK;
    
    a US domestic corporation resident in the United Kingdom by reason of
being centrally managed and controlled in the United Kingdom; or
    
    a citizen of the United States or a US domestic corporation that
carries on a trade, profession or vocation in the United Kingdom
through a branch or agency or, in the case of US domestic companies,
through a permanent establishment and that has used the shares or ADSs
for the purposes of such trade, profession or vocation or has used,
held or acquired the shares or ADSs for the purposes of such branch or
agency or permanent establishment.
  US federal income taxation
  Additional tax considerations
 UK inheritance tax
 UK stamp duty and stamp duty reserve tax
    PFIC rules




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Vodafone Group Plc 139
 Additional information
 
   
    
    the merger with AirTouch Communications, Inc. which completed on 30
June 1999. The Company changed its name to Vodafone AirTouch Plc in
June 1999 but then reverted to its former name, Vodafone Group Plc, on
28 July 2000;
    
    the acquisition of Mannesmann AG which completed on 12 April 2000.
Through this transaction we acquired businesses in Germany and Italy
and increased our indirect holding in SFR;
    
    through a series of business transactions between 1999 and 2004 we
acquired a 97.7% stake in Vodafone Japan. This was then disposed of on
27 April 2006; and
    
    on 8 May 2007 we acquired companies with interests in Vodafone Essar
for US$10.9 billion (£5.5 billion), following which we control
Vodafone Essar.
  19 May 2008
 17 August 2008
 9 January 2009
 20 April 2009
 10 May 2009
 9 June 2009
 10 September 2010
 30/31 March 2011
 3 April 2011




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140    Vodafone Group Plc
 
   Roaming
  Call termination
   Fixed network regulation
 Spectrum
    Germany
    Italy
     Spain




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Vodafone Group Plc 141
 Additional information
  United Kingdom
     Other Europe
 Albania
  Greece
  Hungary
  Ireland
 Malta
  Netherlands
    Portugal
    Romania
   Turkey
   India




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142   
Vodafone Group Plc
   South Africa
   Other Africa, Middle East and Asia Pacific
 Egypt
 New Zealand
   Qatar
     Mobile licences
 Country by region
    
    800 MHz expiry date
    
    
    900 MHz expiry date
    
    
    1800 MHz expiry date
    
    
    2.1 GHz expiry date
    
    
    2.6 GHz expiry dateEuropeGermany
    
    December 2025
        
    December 2016
    
    December 2016
    
    December 2020
    
    December 2025Italy
    
    
    n/a
    
    
    February 2015
    
    February 2015
    
    December 2021
    
    
    n/aSpain
    
    
    n/a
    
    
    February 2020
    
    July 2023
    
    April 2020
    
    
    n/aUK
    
    
    n/a
    
    
    See note
    (1)
    See note
    (1)
    December 2021
    
    
    n/aAlbania
    
    
    n/a
    
    
    June 2016
    
    June 2016
    
    December 2025
    
    
    n/aCzech Republic
    
    
    n/a
    
    
    January 2021
    
    January 2021
    
    February 2025
    
    
    n/aGreece
    
    
    n/a
    
    
    September 2012
    (2)
    August 2016
    
    August 2021
    
    
    n/aHungary
    
    
    n/a
    
    
    July 2014
    (3)
    July 2014
    (3)
    December 2019
    (3)
    
    n/aIreland
    
    
    n/a
    
    
    May 2011
    
    December 2015
    
    October 2022
    
    
    n/aMalta
    
    
    n/a
    
    
    May 2011
    
    May 2011
    
    August 2020
    
    
    n/aNetherlands
    
    
    n/a
    
    
    March 2013
    
    March 2013
    
    December 2016
    
    May 2030Portugal
    
    
    n/a
    
    
    October 2021
    
    October 2021
    
    January 2016
    
    
    n/aRomania
    
    
    n/a
    
    
    December 2011
    
    December 2011
    
    March 2020
    
    
    n/aTurkey
    
    
    n/a
    
    
    April 2023
    

    
    
    

    
    April 2029
    
    
    n/aAfrica, Middle East and Asia PacificNovember 2014 
    
    November 2014 India(4)
    
    
    n/a
    
    
    December 2026
    
    December 2026
    
    September 2030
    
    
    n/aVodacom: South Africa
    
    
    n/a
    
    
    See note
    (5)
    See note
    (5)
    See note
    (5)
    
    n/aEgypt
    
    
    n/a
    
    
    January 2022
    
    January 2022
    
    January 2022
    
    
    n/aGhana
    
    
    n/a
    
    
    December 2019
    
    December 2019
    
    December 2023
    (6)
    
    n/aNew Zealand
    
    
    n/a
    
    
    November 2031
    
    March 2021
    
    March 2021
    
    
    n/aQatar
    
    
    n/a
    
    
    June 2028
    
    June 2028
    
    June 2028
    
    
    n/a
  (1)
    
    Indefinite licence with a one year notice of revocation.(2)
    
    One third of the 900 MHz spectrum will expire in 2016.(3)
    
    Options to extend these licences.(4)
    
    India is comprised of 23 separate service area licences with a variety of expiry dates. Option
to extend 900/1800 licences by ten years. Vodafone acquired 3G licences in nine of the service
areas in May 2010.(5)
    
    Vodacoms South African spectrum licences are renewed annually. As part of the migration to
a new licensing regime the NRA has issued Vodacom a service licence and a network licence
which will permit Vodacom to offer mobile and fixed services. The service and network
licences have 20 year duration and will expire in 2028. Vodacom also holds licences to
provide 2G and/or 3G services in the Democratic Republic of Congo, Lesotho, Mozambique and
Tanzania.(6)
    
    The NRA has issued provisional licences with the intention of converting these to full licences
once the NRA board has been reconvened.




---



##### Table of Contents



Vodafone Group Plc 143
 Additional information
 
         
    
    these measures are used for internal performance analysis;
    
    these measures are used in setting director and management remuneration; and
    
    they are useful in connection with discussion with the investment analyst community and debt rating agencies.
    
    
    free cash flow allows us and external parties to evaluate our liquidity and the cash generated by our operations. Free cash
flow does not include payments for licences and spectrum included within intangible assets, items determined independently
of the ongoing business, such as the level of dividends, and items which are deemed discretionary, such as cash flows
relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts
which we have an obligation to incur. However, it does reflect the cash available for such discretionary activities, to
strengthen the consolidated statement of financial position or to provide returns to shareholders in the form of dividends
or share purchases;
    
    free cash flow facilitates comparability of results with other companies although our measure of free cash flow may not be
directly comparable to similarly titled measures used by other companies;
    
    these measures are used by management for planning, reporting and incentive purposes; and
    
    these measures are useful in connection with discussion with the investment analyst community and debt rating agencies.
       
    
    it provides additional information on underlying growth of the
business without the effect of certain factors unrelated to the
operating performance of the business;
    
    it is used for internal performance analysis; and
    
    it facilitates comparability of underlying growth with other companies, although the term
organic is not a defined term under IFRS and may not, therefore, be comparable with similarly
titled measures reported by other companies.




---



##### Table of Contents



144 Vodafone Group Plc
   Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %31 March 2011GroupService revenueH2 2011
    
    
    2.5
    
    
    
    0.2
    
    
    
    (1.5
    )
    
    
    1.2H1 2011
    
    
    1.7
    
    
    
    1.5
    
    
    
    0.5
    
    
    
    3.7Change
    
    
    0.8
    
    
    
    (1.3
    )
    
    
    (2.0
    )
    
    
    (2.5
    )Revenue
    
    
    2.8
    
    
    
    0.8
    
    
    
    (0.4
    )
    
    
    3.2Service revenue
    
    
    2.1
    
    
    
    0.9
    
    
    
    (0.6
    )
    
    
    2.4Service revenue for the quarter ended 31 March 2011
    
    
    2.5
    
    
    
    0.1
    
    
    
    (2.2
    )
    
    
    0.4Data revenue
    
    
    26.4
    
    
    
    1.2
    
    
    
    (1.2
    )
    
    
    26.4Fixed line revenue
    
    
    5.2
    
    
    
    1.7
    
    
    
    (3.5
    )
    
    
    3.4Emerging markets service revenue
    
    
    11.8
    
    
    
    3.4
    
    
    
    6.8
    
    
    
    22.0Vodafone Global Enterprise revenue
    
    
    8
    
    
    
    
    
    
    
    3
    
    
    
    11Adjusted EBITDA
    
    
    (0.7
    )
    
    
    1.4
    
    
    
    (1.1
    )
    
    
    (0.4
    )Adjusted operating profit
    
    
    1.8
    
    
    
    2.5
    
    
    
    (1.2
    )
    
    
    3.1EuropeService revenue31 March 2010
    
    
    (3.8
    )
    
    
    0.1
    
    
    
    4.6
    
    
    
    0.931 March 2009
    
    
    (1.7
    )
    
    
    2.5
    
    
    
    13.2
    
    
    
    14.0Change
    
    
    (2.1
    )
    
    
    (2.4
    )
    
    
    (8.6
    )
    
    
    (13.1
    )Service revenue for the six months ended 31 March 2011
    
    
    (0.3
    )
    
    
    0.2
    
    
    
    (3.5
    )
    
    
    (3.6
    )Service revenue for the quarter ended 31 March 2011
    
    
    (0.8
    )
    
    
    0.2
    
    
    
    (3.2
    )
    
    
    (3.8
    )Northern Europe service revenue growth
    
    
    2.7
    
    
    
    (1.2
    )
    
    
    (2.8
    )
    
    
    (1.3
    )Southern Europe service revenue growth
    
    
    (2.9
    )
    
    
    1.2
    
    
    
    (3.5
    )
    
    
    (5.2
    )Enterprise revenue
    
    
    0.5
    
    
    
    0.2
    
    
    
    (3.2
    )
    
    
    (2.5
    )Germany  service revenue excluding the impact of termination rate cuts
    
    
    2.1
    
    
    
    
    
    
    
    (4.1
    )
    
    
    (2.0
    )Germany  data revenue
    
    
    27.9
    
    
    
    
    
    
    
    (5.1
    )
    
    
    22.8Germany  enterprise revenue
    
    
    3.6
    
    
    
    
    
    
    
    (4.2
    )
    
    
    (0.6
    )Italy  data revenue
    
    
    21.5
    
    
    
    
    
    
    
    (4.8
    )
    
    
    16.7Spain  data revenue
    
    
    14.8
    
    
    
    
    
    
    
    (4.8
    )
    
    
    10.0UK  data revenue
    
    
    28.5
    
    
    
    
    
    
    
    
    
    
    
    28.5Greece  service revenue
    
    
    (19.4
    )
    
    
    
    
    
    
    (3.2
    )
    
    
    (22.6
    )Turkey  service revenue
    
    
    28.9
    
    
    
    3.6
    
    
    
    2.7
    
    
    
    35.2Africa, Middle East and Asia PacificService revenue for the quarter ended 31 March 2011
    
    
    11.8
    
    
    
    (1.3
    )
    
    
    0.7
    
    
    
    11.2Vodacom
 data
revenue(1)
    
    
    43.8
    
    
    
    9.7
    
    
    
    15.2
    
    
    
    68.7South Africa  data revenue
    
    
    41.8
    
    
    
    9.5
    
    
    
    15.6
    
    
    
    66.9Egypt  service revenue
    
    
    (0.8
    )
    
    
    
    
    
    
    (1.0
    )
    
    
    (1.8
    )Egypt  data revenue
    
    
    37.7
    
    
    
    
    
    
    
    (1.5
    )
    
    
    36.2Ghana  service revenue
    
    
    21.0
    
    
    
    
    
    
    
    1.6
    
    
    
    22.6Indus Towers  contribution to India service revenue growth
    
    
    1.7
    
    
    
    
    
    
    
    0.1
    
    
    
    1.8Percentage point reduction in adjusted EBITDA margin
    
    
    (0.6
    )
    
    
    1.0
    
    
    
    (0.2
    )
    
    
    0.2Verizon WirelessRevenue
    
    
    6.0
    
    
    
    
    
    
    
    2.6
    
    
    
    8.6Service revenue(2)
    
    
    5.8
    
    
    
    
    
    
    
    2.6
    
    
    
    8.4Adjusted EBITDA
    
    
    6.7
    
    
    
    (0.1
    )
    
    
    2.7
    
    
    
    9.3Groups share of result of Verizon Wireless
    
    
    8.5
    
    
    
    (0.1
    )
    
    
    2.7
    
    
    
    11.1




---



##### Table of Contents



Vodafone Group Plc 145
 Additional information
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %31 March 2010GroupService revenue
    
    
    (1.6
    )
    
    
    4.9
    
    
    
    5.6
    
    
    
    8.9Data revenue
    
    
    19.3
    
    
    
    6.9
    
    
    
    6.8
    
    
    
    33.0Fixed line revenue
    
    
    7.9
    
    
    
    6.0
    
    
    
    6.7
    
    
    
    20.6Emerging markets service revenue
    
    
    7.9
    
    
    
    31.3
    
    
    
    7.9
    
    
    
    47.1EuropeService revenue
    
    
    (3.8
    )
    
    
    0.1
    
    
    
    4.6
    
    
    
    0.9Data revenue
    
    
    17.7
    
    
    
    
    
    
    
    5.5
    
    
    
    23.2Fixed line revenue
    
    
    7.5
    
    
    
    
    
    
    
    6.3
    
    
    
    13.8Enterprise revenue
    
    
    (4.8
    )
    
    
    
    
    
    
    4.5
    
    
    
    (0.3
    )Germany  service revenue for the quarter ended 31 March 2010
    
    
    (1.6
    )
    
    
    
    
    
    
    (2.4
    )
    
    
    (4.0
    )Germany  mobile service revenue
    
    
    (5.0
    )
    
    
    
    
    
    
    6.0
    
    
    
    1.0Germany  mobile service revenue for the quarter ended 31 March 2010
    
    
    (1.8
    )
    
    
    
    
    
    
    (2.3
    )
    
    
    (4.1
    )Germany  fixed line revenue
    
    
    1.3
    
    
    
    
    
    
    
    6.1
    
    
    
    7.4Spain  service revenue for the quarter ended 31 March 2010
    
    
    (6.2
    )
    
    
    
    
    
    
    (2.3
    )
    
    
    (8.5
    )UK  service revenue for the quarter ended 31 March 2010
    
    
    (2.6
    )
    
    
    
    
    
    
    
    
    
    
    (2.6
    )Greece  service revenue
    
    
    (14.5
    )
    
    
    
    
    
    
    5.6
    
    
    
    (8.9
    )Netherlands  service revenue
    
    
    3.0
    
    
    
    
    
    
    
    6.4
    
    
    
    9.4Portugal  service revenue
    
    
    (4.9
    )
    
    
    
    
    
    
    6.1
    
    
    
    1.2Romania  service revenue
    
    
    (19.9
    )
    
    
    
    
    
    
    5.2
    
    
    
    (14.7
    )Romania  adjusted EBITDA
    
    
    (26.5
    )
    
    
    
    
    
    
    4.7
    
    
    
    (21.8
    )Turkey  service revenue for the quarter ended 31 March 2010
    
    
    31.3
    
    
    
    
    
    
    
    1.5
    
    
    
    32.8Africa, Middle East and Asia PacificIndia  service revenue for the quarter ended 31 March 2010
    
    
    6.5
    
    
    
    
    
    
    
    0.1
    
    
    
    6.6Indus Towers  contribution to India service revenue growth for the quarter ended 31 March 2010
    
    
    0.3
    
    
    
    
    
    
    
    0.1
    
    
    
    0.4Vodacom  data revenue
    
    
    32.9
    
    
    
    155.3
    
    
    
    57.3
    
    
    
    245.5Egypt  service revenue
    
    
    1.3
    
    
    
    
    
    
    
    4.7
    
    
    
    6.0Egypt  data and fixed line revenue
    
    
    64.2
    
    
    
    
    
    
    
    4.4
    
    
    
    68.6Verizon WirelessRevenue
    
    
    5.0
    
    
    
    11.8
    
    
    
    5.5
    
    
    
    22.3Service revenue
    
    
    6.3
    
    
    
    11.7
    
    
    
    5.6
    
    
    
    23.6Adjusted EBITDA
    
    
    4.4
    
    
    
    10.9
    
    
    
    5.4
    
    
    
    20.7Groups share of result of Verizon Wireless
    
    
    8.0
    
    
    
    2.5
    
    
    
    5.6
    
    
    
    16.131 March 2009GroupService revenue
    
    
    (0.3
    )
    
    
    3.1
    
    
    
    13.1
    
    
    
    15.9Data revenue
    
    
    25.9
    
    
    
    0.7
    
    
    
    17.1
    
    
    
    43.7Fixed line revenue
    
    
    2.1
    
    
    
    21.3
    
    
    
    22.1
    
    
    
    45.5Emerging markets service revenue(3)
    
    
    6.4
    
    
    
    14.2
    
    
    
    6.4
    
    
    
    27.0EuropeGermany  service revenue
    
    
    (2.5
    )
    
    
    (0.1
    )
    
    
    17.6
    
    
    
    15.0Italy  service revenue
    
    
    1.2
    
    
    
    4.7
    
    
    
    19.2
    
    
    
    25.1Spain  service revenue
    
    
    (4.9
    )
    
    
    2.5
    
    
    
    17.7
    
    
    
    15.3UK  service revenue
    
    
    (1.1
    )
    
    
    0.3
    
    
    
    
    
    
    
    (0.8
    )Africa, Middle East and Asia PacificIndia  pro-forma revenue
    
    
    33
    
    
    
    9
    
    
    
    6
    
    
    
    48Vodacom  service revenue
    
    
    13.8
    
    
    
    2.1
    
    
    
    (5.2
    )
    
    
    10.7
 Notes:(1)
    
    Data revenue in South Africa grew by 41.8%(*). Excluding the impact of
reclassifications between messaging and data revenue during the year, data revenue grew by
35.9%(*).(2)
    
    Organic growth rates include the impact of a non-cash revenue adjustment which was recorded
to properly defer previously recognised data revenue that will be earned and recognised in
future periods. Excluding this the equivalent growth rates for service revenue, revenue,
adjusted EBITDA and the Groups share of result in Verizon Wireless would have been
6.4%(*), 6.6%(*), 8.2%(*) and
10.8%(*)
respectively.(3)
    
    Excludes India, Ghana and Qatar as these were not owned for the full financial year.




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##### Table of Contents



146 Vodafone Group Plc
 
   Item
    
    
    Form 20-F caption
    
    Location in this document
    
    Page1
    
    
    Identity of directors, senior management
and advisers
    
    Not applicable
    
    
    
    2
    
    
    Offer statistics and expected timetable
    
    Not applicable
    
    
    
    3
    
    
    Key information3A Selected financial data
    
    Selected financial data
    
    
    
    151Shareholder information  Inflation and foreign currency translation
    
    
    
    1343B Capitalisation and indebtedness
    
    Not applicable
    
    
    
    3C Reasons for the offer and use of proceeds
    
    Not applicable
    
    
    
    3D Risk factors
    
    Principal risk factors and uncertainties
    
    
    
    45 to 464
    
    
    Information on the Company4A History and development of the company
    
    History and development
    
    
    
    139Contact details
    
    
    
    BC4B Business overview
    
    About us
    
    
    
    2 to 3Vodafone at a glance
    
    
    
    4 to 5Mobile telecommunications industry
    
    
    
    8 to 9Focus on key areas of growth potential  Mobile data
    
    
    
    15 to 19Focus on key areas of growth potential  Enterprise
    
    
    
    22Focus on key areas of growth potential  Total communications
    
    
    
    23Focus on key areas of growth potential  New services
    
    
    
    24Operating results
    
    
    
    34 to 434C Organisational structure
    
    Note 12 Principal subsidiaries
    
    
    
    103Note 13 Investments in joint ventures
    
    
    
    104Note 14 Investments in associates
    
    
    
    105Note 15 Other investments
    
    
    
    1054D Property, plant and equipment
    
    About us
    
    
    
    2 to 3Financial position and resources
    
    
    
    47 to 51Sustainable business
    
    
    
    30 to 314A
    
    
    Unresolved staff comments
    
    None
    
    
    
    5
    
    
    Operating and financial review and prospects5A Operating results
    
    Operating results
    
    
    
    34 to 43Note 22 Borrowings
    
    
    
    113 to 117Shareholder information  Inflation and foreign currency translation
    
    
    
    134Regulation
    
    
    
    140 to 1425B Liquidity and capital resources
    
    Financial position and resources  Liquidity and capital resources
    
    
    
    48 to 51Note 21 Capital and financial risk management
    
    
    
    110 to 112Note 22 Borrowings
    
    
    
    113 to 1175C Research and development,
patents
and licences, etc
    
    Focus on key areas of growth potential  Mobile data
    
    
    
    17Note 4 Operating profit
    
    
    
    92Regulation  Licences
    
    
    
    1425D Trend information
    
    Mobile telecommunications industry
    
    
    
    8 to 95E Off-balance sheet arrangements
    
    Financial position and resources  Off-balance sheet arrangements
    
    
    
    51Note 27 Commitments
    
    
    
    121Note 28 Contingent liabilities
    
    
    
    121 to 1225F Tabular disclosure of contractual obligations
    
    Financial position and resources  Contractual obligations
and contingencies
    
    
    
    475G Safe harbor
    
    Forward-looking statements
    
    
    
    1486
    
    
    Directors, senior management and employees6A Directors and senior management
    
    Board of directors and Group management
    
    
    
    52 to 546B Compensation
    
    Directors remuneration
    
    
    
    62 to 736C Board practices
    
    Corporate governance
    
    
    
    55 to 61Directors remuneration
    
    
    
    62 to 73Board of directors and Group management
    
    
    
    52 to 546D Employees
    
    People
    
    
    
    32 to 33Note 31 Employees
    
    
    
    1246E Share ownership
    
    Directors remuneration
    
    
    
    62 to 73Note 20 Share-based payments
    
    
    
    108 to 1097
    
    
    Major shareholders and related party
transactions7A Major shareholders
    
    Shareholder information  Major shareholders
    
    
    
    1347B Related party transactions
    
    Directors remuneration
    
    
    
    62 to 73Note 28 Contingent liabilities
    
    
    
    121 to 122Note 30 Related party transactions
    
    
    
    123 to 1247C Interests of experts and counsel
    
    Not applicable
    
    
    
    




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##### Table of Contents



Vodafone Group Plc 147
 Additional information
 Item
    
    
    Form 20-F caption
    
    Location in this document
    
    
    
    Page8
    
    
    Financial information8A Consolidated statements and other financial
information
    
    Financials
    
    
    
    74 to 124Audit report on the consolidated financial statements
    
    
    
    79Note 28 Contingent liabilities
    
    
    
    121 to 122Financial position and resources
    
    
    
    47 to 518B Significant changes
    
    Subsequent events
    
    
    
    A-1 to A-69
    
    
    The offer and listing9A Offer and listing details
    
    Shareholder information  Share price history
    
    
    
    1339B Plan of distribution
    
    Not applicable
    
    
    
    9C Markets
    
    Shareholder information  Markets
    
    
    
    1349D Selling shareholders
    
    Not applicable
    
    
    
    9E Dilution
    
    Not applicable
    
    
    
    9F Expenses of the issue
    
    Not applicable
    
    
    
    10
    
    
    Additional information10A Share capital
    
    Not applicable
    
    
    
    10B
Memorandum and articles of association
    
    Shareholder information  Articles of association and applicable English law
    
    
    
    134 to 13610C Material contracts
    
    Shareholder information  Material contracts
    
    
    
    13710D Exchange controls
    
    Shareholder information  Exchange controls
    
    
    
    13710E Taxation
    
    Shareholder information  Taxation
    
    
    
    137 to 13810F Dividends and paying agents
    
    Not applicable
    
    
    
    10G Statement by experts
    
    Not applicable
    
    
    
    10H Documents on display
    
    Shareholder information  Documents on display
    
    
    
    13710I Subsidiary information
    
    Not applicable
    
    
    
    11
    
    
    Quantitative and qualitative disclosures
about market risk
    
    Note 21 Capital and financial risk management
    
    
    
    110 to 11212
    
    
    Description of securities other than equity securities12A Debt securities
    
    Not applicable
    
    
    
    12B Warrants and rights
    
    Not applicable
    
    
    
    12C Other securities
    
    Not applicable
    
    
    
    12D American depositary shares
    
    ADR payment information13
    
    
    Defaults, dividend arrearages and delinquencies
    
    Not applicable
    
    
    
    14
    
    
    Material modifications to the rights of security
holders and use of proceeds
    
    Not applicable
    
    
    
    15
    
    
    Controls and procedures
    
    Corporate governance
    
    
    
    55 to 61Directors statement of responsibility  Managements report on internal control over financial reporting
    
    
    
    75Audit report on internal controls
    
    
    
    7616
    
    
    16A Audit Committee financial expert
    
    Corporate governance  Board committees
    
    
    
    57 to 5816B Code of ethics
    
    Corporate governance
    
    
    
    55 to 6116C Principal accountant fees and services
    
    Note 4 Operating profit Corporate governance  Auditor
    
    
    
    92 6016D Exemptions from the listing standards for
audit committees
    
    Not applicable
    
    
    
    16E Purchase of equity securities by the issuer and
affiliated purchasers
    
    Financial position and resources
    
    
    
    47 to 5116F
Change in registrants certifying accountant
    
    Not applicable
    
    
    
    16G Corporate governance
    
    Corporate governance  US listing requirements
    
    
    
    6017
    
    
    Financial statements
    
    Not applicable
    
    
    
    18
    
    
    Financial statements
    
    Financials(1)
    
    
    
    74 to 12418A Separate financial statements required
by Rule 3-09 of Regulation S-X
    
    Financials
    
    
    
    B-118B Report of Independent Registered Public
Accounting Firm
    
    Financials
    
    
    
    B-3019
    
    
    Exhibits
    
    Filed with the SEC
    
    
    
    Index to Exhibits




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##### Table of Contents



148 Vodafone Group Plc
 
  
    
    the Groups expectations regarding its financial and operating performance, including statements contained within
the Chief Executives review on pages 10 to 11, the Groups 7% dividend per share growth target contained on pages
6, 27, 44 and 48, and the guidance statement for the 2012 financial year and the medium-term guidance statement
for the three financial years ending 31 March 2014 on page 44 of this document, and the performance of joint
ventures, associates, including Verizon Wireless and VHA, other investments and newly acquired businesses;
    
    intentions and expectations regarding the development of products, services and initiatives introduced by, or
together with, Vodafone or by third parties, including new mobile technologies, such as the introduction of 4G,
the Vodafone M-Pesa money transfer system, tablets and an increase in download speeds and 3G sites;
    
    expectations regarding the global economy and the Groups operating environment, including future market
conditions, growth in the number of worldwide mobile phone users and other trends, including increased data usage;
    
    revenue and growth expected from the Groups total communications strategy, including data revenue growth, and its
expectations with respect to long-term shareholder value growth;
    
    mobile penetration and coverage rates, termination rate cuts, the Groups ability to acquire spectrum, expected
growth prospects in the Europe, Africa, Middle East and Asia Pacific regions and growth in customers and usage
generally;
    
    expected benefits associated with the merger of Vodafone Australia and Hutchison 3G Australia;
    
    anticipated benefits to the Group from cost efficiency programmes;
    
    possible future acquisitions, including increases in ownership in existing investments, the timely completion of
pending acquisition transactions and pending offers for investments, including licence acquisitions, and the
expected funding required to complete such acquisitions or investments;
    
    expectations regarding the Groups future revenue, operating profit, adjusted EBITDA margin, free cash flow,
capital intensity, depreciation and amortisation charges, foreign exchange rates, tax rates and capital
expenditure;
    
    expectations regarding the Groups access to adequate funding for its working capital requirements and share
buyback programmes, and the rate of dividend growth by the Group (including the Groups 7% dividend per share
growth target) or its existing investments; and
    
    the impact of regulatory and legal proceedings involving Vodafone and of scheduled or potential regulatory changes.
  
    
    general economic and political conditions in the jurisdictions in which the Group operates and changes to the associated
legal, regulatory and tax environments;
    
    increased competition, from both existing competitors and new market entrants, including mobile virtual network operators;
    
    levels of investment in network capacity and the Groups ability to deploy new technologies, products and services in a
timely manner, particularly data content and services;
    
    rapid changes to existing products and services and the inability of new products and services to perform in accordance
with expectations,
 including as a result of third party or vendor marketing efforts;
    
    the ability of the Group to integrate new technologies, products and services with existing networks, technologies, products and services;
    
    the Groups ability to generate and grow revenue from both voice and non-voice services and achieve expected cost savings;
    
    a lower than expected impact of new or existing products, services or technologies on the Groups future revenue, cost structure and capital expenditure outlays;
    
    slower than expected customer growth, reduced customer retention, reductions or changes in customer spending and increased pricing pressure;
    
    the Groups ability to expand its spectrum position, win 3G and 4G allocations and realise expected synergies and benefits associated with
3G and 4G;
    
    the Groups ability to secure the timely delivery of high quality, reliable handsets, network equipment and other key products from suppliers;
    
    loss of suppliers, disruption of supply chains and greater than anticipated prices of new mobile handsets;
    
    changes in the costs to the Group of, or the rates the Group may charge for, terminations and roaming minutes;
    
    the Groups ability to realise expected benefits from acquisitions, partnerships, joint ventures, franchises, brand licences, platform sharing or other arrangements with third parties, particularly
those related to the development of data and internet services;
    
    acquisitions and divestments of Group businesses and assets and the pursuit of new, unexpected strategic opportunities which may have a negative impact on the Groups financial condition and
results of operations;
    
    the Groups ability to integrate acquired business or assets and the imposition of any unfavourable conditions, regulatory or otherwise, on any pending or future acquisitions or dispositions;
    
    the extent of any future write-downs or impairment charges on the Groups assets, or restructuring charges incurred as a result of an acquisition or disposition;
    
    developments in the Groups financial condition, earnings and distributable funds and other factors that the Board takes into account in determining the level of dividends;
    
    the Groups ability to satisfy working capital requirements through borrowing in capital markets, bank facilities and operations;
    
    changes in foreign exchange rates, including particularly the exchange rate of pounds sterling to the euro and the US dollar;
    
    changes in the regulatory framework in which the Group operates, including the commencement of legal or regulatory action seeking to regulate the Groups permitted charging rates;
    
    the impact of legal or other proceedings against the Group or other companies in the communications industry; and
    
    changes in statutory tax rates and profit mix, the Groups ability to resolve open tax issues and the timing and amount of any payments in respect of tax liabilities.




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##### Table of Contents



Vodafone Group Plc 149
 Additional information
 
  2G
    
    2G networks are operated using global system for mobile (GSM) technology which offer services such as voice,
text messaging and basic data. In addition, all the Groups controlled networks support general packet radio services
(GPRS), often referred to as 2.5G. GPRS allows mobile devices to access IP based data services such as the internet
and email.3G
    
    A cellular technology based on wide band CDMA delivering voice and data services.4G
    
    4G or LTE technology offers even faster data transfer speeds than 3G/HSPA, increases network capacity and is able
to deliver sustained customer throughputs of between 6-12 Mbps in real network conditions.Acquisition costs
    
    The total of connection fees, trade commissions and equipment costs relating to new customer connections.ADR
    
    American depositary receipts is a mechanism designed to facilitate trading in shares of non-US companies in the
US stock markets. The main purpose is to create an instrument which can easily be settled through US stock market
clearing systems.ADS
    
    American depositary shares are shares evidenced by american depositary receipts. ADSs are issued by a depositary
bank and represent one or more shares of a non-US issuer held by the depositary bank. The main purpose of ADSs
is to facilitate trading in shares of non-US companies in the US markets and, accordingly, ADRs which evidence ADSs
are in a form suitable for holding in US clearing systems.AGM
    
    Annual general meeting.ARPU
    
    Service revenue excluding fixed line revenue, fixed advertising revenue, revenue related to business managed
services and revenue from certain tower sharing arrangements divided by average customers.Capital expenditure
    
    This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised
software costs.CDMA
    
    Code-division multiple access refers to any of several protocols used in 2G and 3G communications. It allows
numerous signals to occupy a single transmission channel, optimising availability of bandwidth.Churn
    
    Total gross customer disconnections in the period divided by the average total customers in the period.Controlled and jointly
controlled
    
    Controlled and jointly controlled measures include 100% for the Groups mobile operating subsidiaries and the
Groups proportionate share for joint ventures.Customer costs
    
    Customer costs include acquisition costs, being the total of connection fees, trade commissions and equipment costs
relating to new customer connections, and retention costs, being the total of trade commissions, loyalty scheme and
equipment costs relating to customer retention and upgrades, as well as expenses related to ongoing commissions.Depreciation and other
amortisation
    
    This measure includes the profit or loss on disposal of property, plant and equipment and computer software.Direct costs
    
    Direct costs include interconnect costs and other direct costs of providing services.DSL
    
    A digital subscriber line which is a fixed line enabling data to be transmitted at theoretical peak speeds of up to 16 Mbps.DTT
    
    Digital terrestrial television.Adjusted EBITDA
    
    Operating profit excluding share in results of associates, depreciation and amortisation, gains/losses on the disposal
of fixed assets, impairment losses and other operating income and expense.EDGE
    
    In most our networks we also provide an advanced version of GPRS called enhanced data rates for GSM evolution
(EDGE). This provides download speeds of over 200 kilobits per second (kbps) to customers.Emerging markets
    
    India, Vodacom, Egypt, Turkey, Ghana, Qatar and Fiji.Fixed broadband customer
    
    A fixed broadband customer is defined as a physical connection or access point to a fixed line network.FRC
    
    Financial Reporting Council.Free cash flow
    
    Operating free cash flow after cash flows in relation to taxation, interest, dividends received from associates and
investments and dividends paid to non-controlling shareholders in subsidiaries but before licence and spectrum
payments and for the year ended 31 March 2011 other items in respect of: the UK CFC settlement, tax relating to
the disposal of China Mobile Limited, the SoftBank disposal and the court deposit made in respect of the India tax case.FSA
    
    Financial Services Authority.HSDPA
    
    High speed downlink packet access is a wireless technology enabling theoretical network to mobile data
transmission speeds of up to 43.2 Mbps.HSPA
    
    High speed packet access or third generation (3G) is a wireless technology operating wideband code division
multiple access (W-CDMA) technology, providing customers with voice, video telephony, multimedia messaging
and high speed data services.Impairment
    
    A downward revaluation of an asset.in the cloud
    
    This means the customer has little or no equipment at their premises and all the equipment and capability is run
from the Vodafone network instead. This removes the need for customers to make capital investment and instead
they have an operating cost model with a recurring monthly fee.Interconnect costs
    
    A charge paid by Vodafone to other fixed line or mobile operators when a Vodafone customer calls a customer
connected to a different network.IP
    
    Internet protocol (IP) is the method by which data is sent from one computer to another on the internet.LAN
    
    A local area network supplies networking capability to a group of computers in close proximity to each other.LTE
    
    Long-term evolution (LTE) is 4G technology which offers even faster data transfer speeds than 3G/HSPA,
increases network capacity and is able to deliver sustained customer throughputs of between 6-12 Mbps in real
network conditions.Mark-to-market
    
    Mark-to-market or fair value accounting refers to accounting for the value of an asset or liability based on the current
market price of the asset or liability.




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##### Table of Contents



150 Vodafone Group Plc
  Mobile broadband
    
    Also known as mobile internet (see below).Mobile customer
    
    A mobile customer is defined as a subscriber identity module (SIM), or in territories where SIMs do not exist, a
unique mobile telephone number, which has access to the network for any purpose, including data only usage,
except telemetric applications. Telemetric applications include, but are not limited to, asset and equipment tracking,
mobile payment and billing functionality, e.g. vending machines and meter readings, and include voice enabled
customers whose usage is limited to a central service operation, e.g. emergency response applications in vehicles.Mobile internet
    
    Browser based access to the internet or web applications using a mobile device, such as a smartphone, connected
to a wireless network.Mobile termination rate (MTR)
    
    A per minute charge paid by a telecommunications network operator when a customer makes a call to another
mobile or fixed line network operator.MVNO
    
    Mobile virtual network operators, companies that provide mobile phone services but do not have their own licence
of spectrum or the infrastructure required to operate a network.Net debt
    
    Long-term borrowings, short-term borrowings and mark-to-market adjustments on financing instruments less cash
and cash equivalents.Net promoter score
    
    Net promoter score (NPS) is a customer loyalty metric used to monitor customer satisfaction.Operating costs
    
    Operating expenses plus customer costs other than acquisition and retention costs.Operating expenses
    
    Operating expenses comprise primarily of network and IT related expenditure, support costs from HR and finance
and certain intercompany items.Operating free cash flow
    
    Cash generated from operations after cash payments for capital expenditure (excludes capital licence and spectrum
payments) and cash receipts from the disposal of intangible assets and property, plant and equipment.Organic growth
    
    The percentage movements in organic growth are presented to reflect operating performance on a comparable
basis, both in terms of merger and acquisition activity and foreign exchange rates.Partner markets
    
    Markets in which the Group has entered into a partner agreement with a local mobile operator enabling a range of
Vodafones global products and services to be marketed in that operators territory and extending Vodafones reach
into such markets.Penetration
    
    Number of SIMs in a country as a percentage of the countrys population. Penetration can be in excess of 100% due
to customers owning more than one SIM.Petabyte
    
    A petabyte is a measure of data usage. One petabyte is a million gigabytes.Pps
    
    Percentage points.Pro-forma growth
    
    Pro-forma growth is organic growth adjusted to include acquired business for the whole of both periods.Reported growth
    
    Reported growth is based on amounts reported in pounds sterling as determined under IFRS.RAN
    
    Radio access network is part of a mobile telecommunication system which conceptually sits between the mobile
phone and the base station.Retention costs
    
    The total of trade commissions, loyalty scheme and equipment costs relating to customer retention and upgrade.Roaming
    
    Allows our customers to make calls on other operators mobile networks while travelling abroad.Service revenue
    
    Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to,
monthly access charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone
customers and interconnect charges for incoming calls.Smartphone devices
    
    A smartphone is a mobile phone offering advanced capabilities including access to email and the internet.Smartphone penetration
    
    The number of smartphone devices divided by the number of registered SIMs, excluding data only SIMs.Spectrum
    
    The radio frequency bands and channels assigned for telecommunication services.Tablet device
    
    A tablet is a slate shaped, mobile or portable, casual computing device equipped with a finger operated touchscreen
or stylus, for example, the Apple iPad.Visitor revenue
    
    Amounts received by a Vodafone operating company when customers of another operator, including those of other
Vodafone companies, roam onto its network.Wi-Fi
    
    A Wi-Fi enabled device such as a smartphone can connect to the internet when within a range of a wireless network
connected to the internet.




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##### Table of Contents



Vodafone Group Plc 151
 
  At/for the year ended 31 March
    
    2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Consolidated income statement data (£m)Revenue
    
    
    45,884
    
    
    
    44,472
    
    
    
    41,017
    
    
    
    35,478
    
    
    
    31,104Operating profit/(loss)
    
    
    5,596
    
    
    
    9,480
    
    
    
    5,857
    
    
    
    10,047
    
    
    
    (1,564
    )Profit/(loss) before taxation
    
    
    9,498
    
    
    
    8,674
    
    
    
    4,189
    
    
    
    9,001
    
    
    
    (2,383
    )Profit/(loss) for the financial year from continuing operations
    
    
    7,870
    
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (4,806
    )Profit/(loss) for the financial year
    
    
    7,870
    
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (5,222
    )Consolidated statement of financial position data (£m)Total assets
    
    
    151,220
    
    
    
    156,985
    
    
    
    152,699
    
    
    
    127,270
    
    
    
    109,617Total equity
    
    
    87,561
    
    
    
    90,810
    
    
    
    84,777
    
    
    
    76,471
    
    
    
    67,293Total equity shareholders funds
    
    
    87,555
    
    
    
    90,381
    
    
    
    86,162
    
    
    
    78,043
    
    
    
    67,067Earnings per share(1)Weighted average number of shares (millions) Basic
    
    
    52,408
    
    
    
    52,595
    
    
    
    52,737
    
    
    
    53,019
    
    
    
    55,144 Diluted
    
    
    52,748
    
    
    
    52,849
    
    
    
    52,969
    
    
    
    53,287
    
    
    
    55,144Basic earnings/(loss) per ordinary share (pence) Profit/(loss) from continuing operations
    
    
    15.20p
    
    
    
    16.44p
    
    
    
    5.84p
    
    
    
    12.56p
    
    
    
    (8.94)p Profit/(loss) for the financial year
    
    
    15.20p
    
    
    
    16.44p
    
    
    
    5.84p
    
    
    
    12.56p
    
    
    
    (9.70)pDiluted earnings/(loss) per ordinary share Profit/(loss) from continuing operations
    
    
    15.11p
    
    
    
    16.36p
    
    
    
    5.81p
    
    
    
    12.50p
    
    
    
    (8.94)p Profit/(loss) for the financial year
    
    
    15.11p
    
    
    
    16.36p
    
    
    
    5.81p
    
    
    
    12.50p
    
    
    
    (9.70)pCash dividends(1)(2)Amount per ordinary share (pence)
    
    
    8.90p
    
    
    
    8.31p
    
    
    
    7.77p
    
    
    
    7.51p
    
    
    
    6.76pAmount per ADS (pence)
    
    
    89.0p
    
    
    
    83.1p
    
    
    
    77.7p
    
    
    
    75.1p
    
    
    
    67.6pAmount per ordinary share (US cents)
    
    
    14.33c
    
    
    
    12.62c
    
    
    
    11.11c
    
    
    
    14.91c
    
    
    
    13.28cAmount per ADS (US cents)
    
    
    143.3c
    
    
    
    126.2c
    
    
    
    111.1c
    
    
    
    149.1c
    
    
    
    132.8cOther dataRatio of earnings to fixed charges(3)
    
    
    5.7
    
    
    
    3.6
    
    
    
    1.2
    
    
    
    3.9
    
    
    
    Ratio of earnings to fixed charges deficit(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,389
    )
 
 Notes:(1)
    
    See note 8 to the consolidated financial statements, Earnings per share. Earnings and
dividends per ADS is calculated by multiplying earnings per ordinary share by ten, the number
of ordinary shares
per ADS. Dividend per ADS is calculated on the same basis.(2)
    
    The final dividend for the year ended 31 March 2011 was proposed by the directors on 17 May
2011 and is payable on 5 August 2011 to holders of record as of 3 June 2011. The total
dividends have been
translated into US dollars at 31 March 2011 for purposes of the above disclosure but the
dividends are payable in US dollars under the terms of the ADS depositary agreement.(3)
    
    For the purposes of calculating these ratios, earnings consist of profit before tax adjusted
for fixed charges, dividend income from associates, share of profits and losses from
associates, interest
capitalised, interest amortised and profits and losses on ordinary activities before taxation from
discontinued operations. Fixed charges comprise one third of payments under operating leases,
representing the estimated interest element of these payments, interest payable and similar
charges, interest capitalised and preferred share dividends.




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##### Table of Contents



152 Vodafone Group Plc
 Notes




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##### Table of Contents



Vodafone, the Vodafone logo, Vodafone Mobile Broadband, The Vodafone Way, Vodafone Always Best
Connected, TeleTu and Tele2, Vodafone TV, Vodafone WebBox, M-PESA, Vodafone One Net, Vodafone Sure
Signal, Vodafone Mobile Connect and Vodacom are trade marks of the Vodafone Group. World of
Difference and Mobiles for Good are trade marks of the Vodafone Foundation. RIM and BlackBerry are
registered with the US Patent and Trademark Office and may be pending or registered in other
countries. Microsoft, Windows Mobile and ActiveSync are either registered trade marks or trade
marks of Microsoft Corporation in the US and/or other countries. Google, Google Maps and Android
are trademarks of Google Inc. Apple, iPhone and iPad are trade marks of Apple Inc., registered in
the US and other countries. Other product and company names mentioned herein may be the trade marks
of their respective owners.
The content of our website (www.vodafone.com) should not be considered to form part of this annual
report or our annual report on Form 20-F.
Copyright © Vodafone Group 2011
FSC www.fsc.org MIX
From responsible sources
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This report has been printed on Revive 75 Special Silk paper. The composition of the paper is
50% de-inked post consumer waste, 25% pre-consumer waste and 25% virgin wood fibre. It has been
certified according to the rules of the Forest Stewardship Council (FSC). It is manufactured at a
mill that has been awarded the ISO14001 certificate for environmental management. The mill uses
pulps that are elemental chlorine free (ECF) and totally chlorine free (TCF) process and the inks
used are all vegetable oil based.
Printed at St Ives Westerham Press Ltd, ISO14001, FSC certified and CarbonNeutral®. Designed and
produced by Addison, www.addison.co.uk




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##### Table of Contents



Berkshire RG14 2FN England
Registered in England No. 1833679
Telephone: +44 (0) 1635 33251 Fax: +44 (0) 1635 238080
www.vodafone.com
Contact details
Investor Relations
Telephone: +44 (0) 7919 990230
Email: ir@vodafone.co.uk
Website: www.vodafone.com/investor
Media Relations
Telephone: +44 (0) 1635 664444
Email: groupmediarelations@vodafone.com
Website: www.vodafone.com/media
Sustainability
Email: sustainability@vodafone.com Website: www.vodafone.com/sustainability




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##### Table of Contents



SFR
   Indian tax case
  A-1




---



##### Table of Contents



Information
contained within this Annual Report on Form 20-F
  Treasury Shares
 (Information as at the approval of the Companys Annual Report on 17 May is disclosed on page 49 of
this Annual Report on Form 20-F)
  Total number ofshares purchased
    
    
    Maximum value ofAverage price paid
    
    
    under share
    
    
    shares that may yetNumber of shares
    
    
    per share inclusive of
    
    
    repurchase
    
    
    be purchased underDate of share
    
    purchased(1)
    
    
    transaction costs
    
    
    programme(2)
    
    
    the programme(3)purchase
    
    000
    
    
    Pence
    
    
    000
    
    
    £mSeptember 2010
    
    
    115,400
    
    
    
    161.78
    
    
    
    115,400
    
    
    
    2,613October 2010
    
    
    187,500
    
    
    
    165.50
    
    
    
    302,900
    
    
    
    2,303November 2010
    
    
    209,400
    
    
    
    170.21
    
    
    
    512,300
    
    
    
    1,947December 2010
    
    
    162,900
    
    
    
    167.44
    
    
    
    675,200
    
    
    
    1,674January 2011
    
    
    177,090
    
    
    
    176.67
    
    
    
    852,290
    
    
    
    1,361February 2011
    
    
    134,700
    
    
    
    179.23
    
    
    
    986,990
    
    
    
    1,120March 2011
    
    
    250,900
    
    
    
    177.26
    
    
    
    1,237,890
    
    
    
    675April 2011
    
    
    135,100
    
    
    
    176.81
    
    
    
    1,372,990
    
    
    
    436May 2011
    
    
    179,300
    
    
    
    170.84
    
    
    
    1,552,290
    
    
    
    130June 1 to June 14,
2011 (inclusive)
    
    
    79,373
    
    
    
    163.23
    
    
    
    1,631,663
    
    
    
    Total
    
    
    1,631,663
    (4)
    
    
    171.60
    
    
    
    1,631,663
 Notes:(1)
    
    The nominal value of shares purchased is 113/7US cents each.(2)
    
    No shares were purchased outside the publicly announced share buyback programme.(3)
    
    In accordance with the shareholder authority granted at the 2010 AGM.(4)
    
    The total number of shares purchased represents 3.19% of our issued share capital at 14 June
2011.
  A-2




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##### Table of Contents



Beneficial interests
 (Information
as at the approval of the Companys Annual Report on 17 May is disclosed on page 73 of this Annual Report on Form 20-F)
  1 April 2010or date of14 June 2011
    
    
    16 May 2011
    
    
    31 March 2011
    
    
    appointmentSir John Bond
    
    
    370,677
    
    
    
    370,677
    
    
    
    370,677
    
    
    
    357,584John Buchanan
    
    
    222,223
    
    
    
    222,223
    
    
    
    222,223
    
    
    
    211,055Vittorio Colao
    
    
    2,307,663
    
    
    
    2,307,663
    
    
    
    2,307,663
    
    
    
    1,575,567Andy Halford
    
    
    2,336,070
    
    
    
    2,335,914
    
    
    
    2,335,622
    
    
    
    2,186,541Michel Combes
    
    
    670,745
    
    
    
    670,589
    
    
    
    670,297
    
    
    
    392,223Stephen Pusey
    
    
    544,733
    
    
    
    544,733
    
    
    
    544,733
    
    
    
    402,599Renee James(1)
    
    
    50,000
    
    
    
    50,000
    
    
    
    50,000
    
    
    
    Alan Jebson
    
    
    82,340
    
    
    
    82,340
    
    
    
    82,340
    
    
    
    82,340Samuel Jonah
    
    
    55,350
    
    
    
    55,350
    
    
    
    55,350
    
    
    
    Gerard Kleisterlee(1)
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    Nick Land
    
    
    35,000
    
    
    
    35,000
    
    
    
    35,000
    
    
    
    35,000Anne Lauvergeon
    
    
    28,936
    
    
    
    28,936
    
    
    
    28,936
    
    
    
    28,936Simon Murray (retired 27 July 2010)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    246,250Luc Vandevelde
    
    
    89,030
    
    
    
    89,030
    
    
    
    89,030
    
    
    
    72,829Anthony Watson
    
    
    115,000
    
    
    
    115,000
    
    
    
    115,000
    
    
    
    115,000Philip Yea
    
    
    61,250
    
    
    
    61,250
    
    
    
    61,250
    
    
    
    61,250
 
 (1)
    
    Non-executive directors appointed to the Board as follows: Renee James 1
January 2011, Gerard Kleisterlee 1 April 2011.
  A-3




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##### Table of Contents



Interests in share options of the company
    Share price history
 (Information as at the approval of the Companys Annual Report on 17 May is disclosed on page 133
of this Annual Report on Form 20-F)
   London Stock Exchange Pounds per
    
    NYSE/NASDAQ(1)ordinary share
    
    Dollars per ADSYear ended 31 March
    
    High
    
    Low
    
    High
    
    Low2007
    
    
    1.54
    
    
    
    1.08
    
    
    
    29.85
    
    
    
    20.072008
    
    
    1.98
    
    
    
    1.36
    
    
    
    40.87
    
    
    
    26.882009
    
    
    1.70
    
    
    
    0.96
    
    
    
    32.87
    
    
    
    15.302010
    
    
    1.54
    
    
    
    1.11
    
    
    
    24.04
    
    
    
    17.682011
    
    
    1.85
    
    
    
    1.27
    
    
    
    32.70
    
    
    
    18.21
 London Stock Exchange Pounds per
    
    NYSE/NASDAQ(1)ordinary share
    
    Dollars per ADSQuarter
    
    High
    
    Low
    
    High
    
    Low2009/10First quarter
    
    
    1.33
    
    
    
    1.11
    
    
    
    20.08
    
    
    
    17.68Second quarter
    
    
    1.44
    
    
    
    1.12
    
    
    
    23.85
    
    
    
    18.25Third quarter
    
    
    1.45
    
    
    
    1.32
    
    
    
    24.04
    
    
    
    21.10Fourth quarter
    
    
    1.54
    
    
    
    1.32
    
    
    
    23.32
    
    
    
    21.322010/11First quarter
    
    
    1.53
    
    
    
    1.27
    
    
    
    23.79
    
    
    
    18.21Second quarter
    
    
    1.65
    
    
    
    1.36
    
    
    
    25.80
    
    
    
    20.71Third quarter
    
    
    1.80
    
    
    
    1.57
    
    
    
    28.52
    
    
    
    28.84Fourth quarter
    
    
    1.85
    
    
    
    1.67
    
    
    
    32.70
    
    
    
    26.342011/2012First quarter (2)
    
    
    1.79
    
    
    
    1.59
    
    
    
    29.46
    
    
    
    25.73
 A-4




---



##### Table of Contents



London Stock Exchange Pounds per
    
    NYSE/NASDAQ(1)ordinary share
    
    Dollars per ADSMonth
    
    High
    
    Low
    
    High
    
    LowNovember 2010
    
    
    1.80
    
    
    
    1.59
    
    
    
    28.52
    
    
    
    24.84December 2010
    
    
    1.72
    
    
    
    1.60
    
    
    
    27.10
    
    
    
    25.62January 2011
    
    
    1.85
    
    
    
    1.68
    
    
    
    32.70
    
    
    
    26.34February 2011
    
    
    1.83
    
    
    
    1.72
    
    
    
    29.75
    
    
    
    27.90March 2011
    
    
    1.85
    
    
    
    1.67
    
    
    
    29.67
    
    
    
    26.71April 2011
    
    
    1.83
    
    
    
    1.69
    
    
    
    29.46
    
    
    
    28.06May 2011
    
    
    1.74
    
    
    
    1.66
    
    
    
    29.27
    
    
    
    27.12June 2011(2)
    
    
    1.64
    
    
    
    1.59
    
    
    
    27.14
    
    
    
    25.73
 
 Notes:(1)
    
    The Company transferred its ADSs from the NYSE to NASDAQ on 29 October 2009.(2)
    
    Covering period to 14 June 2011.
 Shareholder information
 (Information as at the approval of the Companys Annual Report on 17 May is disclosed on page 134
of this Annual Report on Form 20-F)
  th
    3 7
 Shareholder
    
    ShareholdingBlack Rock, Inc.
    
    
    6.29
    %Legal & General Group Plc
    
    
    3.61
    %
 A-5




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##### Table of Contents



Regulation
 (Information as at the approval of the Companys Annual Report on 17 May is disclosed on page 141
of this Annual Report on Form 20-F)
   A-6




---



##### Table of Contents



Cellco Partnership
 B-1




---



##### 



Table of Contents
 Cellco Partnership (d/b/a Verizon Wireless)
 Consolidated Statements of IncomeFor the years ended December 31, 2010, 2009 and 2008
    
    
    B-3Consolidated Balance Sheets  As AdjustedDecember 31, 2010 and 2009
    
    
    B-4Consolidated Statements of Cash FlowsFor the years ended December 31, 2010, 2009 and 2008
    
    
    B-5Consolidated Statements of Changes in Partners Capital  As AdjustedFor the years ended December 31, 2010, 2009 and 2008
    
    
    B-6Notes to Consolidated Financial Statements
    
    
    B-7-29Report of Independent Registered Public Accounting Firm
    
    
    B-30
  B-2




---



##### Table of Contents



Consolidated Statements of Income
Cellco Partnership (d/b/a Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2010
    
    
    2009
    
    
    2008Operating Revenue(including $94, $102 and $106 from affiliates)Service revenue
    
    $
    55,994
    
    
    $
    53,497
    
    
    $
    42,635Equipment and other
    
    
    7,925
    
    
    
    8,634
    
    
    
    6,697Total operating revenue
    
    
    63,919
    
    
    
    62,131
    
    
    
    49,332Operating Costs and Expenses(including $1,696, $1,651 and $1,541
from affiliates)Cost of service (exclusive of items shown below)
    
    
    8,342
    
    
    
    7,722
    
    
    
    6,015Cost of equipment
    
    
    11,423
    
    
    
    12,222
    
    
    
    9,705Selling, general and administrative
    
    
    18,727
    
    
    
    18,289
    
    
    
    14,220Depreciation and amortization
    
    
    7,458
    
    
    
    7,347
    
    
    
    5,405Total operating costs and expenses
    
    
    45,950
    
    
    
    45,580
    
    
    
    35,345Operating Income
    
    
    17,969
    
    
    
    16,551
    
    
    
    13,987Other Income (Expenses)Interest expense, net
    
    
    (316
    )
    
    
    (1,141
    )
    
    
    (161
    )Interest income and other, net
    
    
    90
    
    
    
    71
    
    
    
    265Income Before Provision for Income Taxes
    
    
    17,743
    
    
    
    15,481
    
    
    
    14,091Provision for income taxes
    
    
    (1,067
    )
    
    
    (797
    )
    
    
    (802
    )Net Income
    
    $
    16,676
    
    
    $
    14,684
    
    
    $
    13,289Net income attributable to non-controlling interest
    
    
    295
    
    
    
    286
    
    
    
    263Net income attributable to Cellco Partnership
    
    
    16,381
    
    
    
    14,398
    
    
    
    13,026Net Income
    
    $
    16,676
    
    
    $
    14,684
    
    
    $
    13,289
  B-3




---



##### Table of Contents



Consolidated Balance Sheets  As Adjusted
Cellco Partnership (d/b/a Verizon Wireless)
 As of December 31,(Dollars in Millions)
    
    2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    5,331
    
    
    $
    607Receivables, net of allowances of $328 and $356
    
    
    6,007
    
    
    
    5,721Due from affiliates, net
    
    
    126
    
    
    
    58Inventories, net
    
    
    1,072
    
    
    
    1,373Prepaid expenses and other current assets
    
    
    608
    
    
    
    3,335Total current assets
    
    
    13,144
    
    
    
    11,094Plant, property and equipment, net
    
    
    32,253
    
    
    
    30,850Wireless licenses
    
    
    72,843
    
    
    
    72,005Goodwill
    
    
    17,434
    
    
    
    17,303Other intangibles and other assets, net
    
    
    2,370
    
    
    
    3,100Total assets
    
    $
    138,044
    
    
    $
    134,352Liabilities and Partners CapitalCurrent liabilitiesShort-term debt, including current maturities
    
    $
    4,869
    
    
    $
    2,998Due to affiliates
    
    
    
    
    
    
    5,003Accounts payable and accrued liabilities
    
    
    7,139
    
    
    
    6,123Advance billings
    
    
    2,090
    
    
    
    1,695Other current liabilities
    
    
    912
    
    
    
    415Total current liabilities
    
    
    15,010
    
    
    
    16,234Long-term debt
    
    
    11,634
    
    
    
    18,661Deferred tax liabilities, net
    
    
    10,514
    
    
    
    10,593Other non-current liabilities
    
    
    1,464
    
    
    
    1,877Total liabilities
    
    
    38,622
    
    
    
    47,365Partners capitalCapital
    
    
    97,399
    
    
    
    84,863Accumulated other comprehensive income
    
    
    61
    
    
    
    136Non-controlling interest
    
    
    1,962
    
    
    
    1,988Total Partners capital
    
    
    99,422
    
    
    
    86,987Total liabilities and Partners capital
    
    $
    138,044
    
    
    $
    134,352
  B-4




---



##### Table of Contents



Consolidated Statements of Cash Flows
Cellco Partnership (d/b/a Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2010
    
    
    2009
    
    
    2008Cash Flows from Operating ActivitiesNet income
    
    $
    16,676
    
    
    $
    14,684
    
    
    $
    13,289Adjustments to reconcile income to net cash provided by operating activities:Depreciation and amortization
    
    
    7,458
    
    
    
    7,347
    
    
    
    5,405Provision for uncollectible receivables
    
    
    746
    
    
    
    696
    
    
    
    507Provision for deferred income taxes
    
    
    65
    
    
    
    147
    
    
    
    176Changes in current assets and liabilities, net of the effects of
acquisition/disposition of businesses:Receivables, net
    
    
    (1,076
    )
    
    
    (1,000
    )
    
    
    (1,032
    )Inventories, net
    
    
    308
    
    
    
    (127
    )
    
    
    60Prepaid expenses and other current assets
    
    
    (104
    )
    
    
    (42
    )
    
    
    (74
    )Accounts payable and accrued liabilities
    
    
    1,505
    
    
    
    (607
    )
    
    
    (365
    )Other operating activities, net
    
    
    (31
    )
    
    
    830
    
    
    
    181Net cash provided by operating activities
    
    
    25,547
    
    
    
    21,928
    
    
    
    18,147Cash Flows from Investing ActivitiesCapital expenditures (including capitalized software)
    
    
    (8,438
    )
    
    
    (7,152
    )
    
    
    (6,510
    )Acquisition of businesses and licenses, net of cash acquired
    
    
    (332
    )
    
    
    (4,881
    )
    
    
    (10,277
    )Proceeds from dispositions
    
    
    2,594
    
    
    
    
    
    
    
    Investment in debt obligations
    
    
    
    
    
    
    
    
    
    
    (4,766
    )Other investing activities, net
    
    
    (495
    )
    
    
    (29
    )
    
    
    (526
    )Net cash used in investing activities
    
    
    (6,671
    )
    
    
    (12,062
    )
    
    
    (22,079
    )Cash Flows from Financing ActivitiesProceeds from affiliates
    
    
    
    
    
    
    
    
    
    
    9,363Repayments to affiliates
    
    
    (5,005
    )
    
    
    (6,291
    )
    
    
    (3,891
    )Net (decrease) increase in revolving affiliate borrowings
    
    
    
    
    
    
    (457
    )
    
    
    307Issuance of long-term debt
    
    
    
    
    
    
    9,223
    
    
    
    10,324Repayment of long-term debt
    
    
    (5,016
    )
    
    
    (17,028
    )
    
    
    (1,505
    )Distributions to partners
    
    
    (3,845
    )
    
    
    (3,138
    )
    
    
    (1,529
    )Other financing activities, net
    
    
    (286
    )
    
    
    (795
    )
    
    
    (318
    )Net cash (used in) provided by financing activities
    
    
    (14,152
    )
    
    
    (18,486
    )
    
    
    12,751Increase (decrease) in cash and cash equivalents
    
    
    4,724
    
    
    
    (8,620
    )
    
    
    8,819Cash and cash equivalents, beginning of year
    
    
    607
    
    
    
    9,227
    
    
    
    408Cash and cash equivalents, end of year
    
    $
    5,331
    
    
    $
    607
    
    
    $
    9,227
  B-5




---



##### Table of Contents



Consolidated Statements of Changes in Partners Capital  As Adjusted
Cellco Partnership (d/b/a/ Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2010
    
    
    2009
    
    
    2008Partners CapitalBalance at beginning of year
    
    $
    84,863
    
    
    $
    73,387
    
    
    $
    62,404Cumulative effect of change in accounting for pension and
other post-employment benefits (Note 1)
    
    
    
    
    
    
    
    
    
    
    (23
    )Adjusted balance at beginning of year
    
    
    84,863
    
    
    
    73,387
    
    
    
    62,381Net income
    
    
    16,381
    
    
    
    14,398
    
    
    
    13,026Contributed capital
    
    
    
    
    
    
    (344
    )
    
    
    Distributions declared to partners
    
    
    (3,845
    )
    
    
    (2,582
    )
    
    
    (2,085
    )Other
    
    
    
    
    
    
    4
    
    
    
    65Balance at end of year
    
    
    97,399
    
    
    
    84,863
    
    
    
    73,387Accumulated Other Comprehensive Income (Loss)Balance at beginning of year
    
    
    136
    
    
    
    (93
    )
    
    
    (50
    )Cumulative effect of change in accounting for pension and
other post-employment benefits (Note 1)
    
    
    
    
    
    
    
    
    
    
    23Adjusted balance at beginning of year
    
    
    136
    
    
    
    (93
    )
    
    
    (27
    )Unrealized (losses) gains on cash flow hedges, net
    
    
    (66
    )
    
    
    175
    
    
    
    (53
    )Defined benefit pension and postretirement plans
    
    
    (9
    )
    
    
    54
    
    
    
    (13
    )Other comprehensive (loss) income
    
    
    (75
    )
    
    
    229
    
    
    
    (66
    )Balance at end of year
    
    
    61
    
    
    
    136
    
    
    
    (93
    )Total Partners Capital Attributable to Cellco Partnership
    
    
    97,460
    
    
    
    84,999
    
    
    
    73,294Non-controlling InterestBalance at beginning of year
    
    
    1,988
    
    
    
    1,692
    
    
    
    1,681Net income attributable to non-controlling interest
    
    
    295
    
    
    
    286
    
    
    
    263Contributed capital
    
    
    
    
    
    
    31
    
    
    
    Non-controlling interests in disposed/acquired company
    
    
    (34
    )
    
    
    497
    
    
    
    Distributions
    
    
    (287
    )
    
    
    (280
    )
    
    
    (249
    )Acquisitions of non-controlling partnership interests
    
    
    
    
    
    
    (240
    )
    
    
    Other
    
    
    
    
    
    
    2
    
    
    
    (3
    )Balance at end of year
    
    
    1,962
    
    
    
    1,988
    
    
    
    1,692Total Partners Capital
    
    $
    99,422
    
    
    $
    86,987
    
    
    $
    74,986Comprehensive IncomeNet income
    
    $
    16,676
    
    
    $
    14,684
    
    
    $
    13,289Other comprehensive (loss) income per above
    
    
    (75
    )
    
    
    229
    
    
    
    (66
    )Total Comprehensive Income
    
    $
    16,601
    
    
    $
    14,913
    
    
    $
    13,223Comprehensive income attributable to non-controlling interest
    
    $
    295
    
    
    $
    286
    
    
    $
    263Comprehensive income attributable to Cellco Partnership
    
    
    16,306
    
    
    
    14,627
    
    
    
    12,960Total Comprehensive Income
    
    $
    16,601
    
    
    $
    14,913
    
    
    $
    13,223
  B-6




---



##### Table of Contents



Notes to Consolidated Financial Statements
Cellco Partnership (d/b/a Verizon Wireless)
 1. Description of Business and Summary of Significant Accounting Policies
 Description of Business
   Consolidated Financial Statements and Basis of Presentation
     Use of Estimates
   B-7




---



##### Table of Contents



Revenue Recognition
   Advertising Costs
  Vendor Rebates and Discounts
  Cash and Cash Equivalents
  Inventory
  Capitalized Software
  B-8




---



##### Table of Contents



Plant, Property and Equipment
    Valuation of Assets
  Wireless Licenses
    B-9




---



##### Table of Contents



Goodwill
  Fair Value Measurements
  
     Foreign Currency Translation
  Derivatives
  Employee Benefit Plans
  B-10




---



##### Table of Contents



Long-Term Incentive Compensation
  Income Taxes
   Concentrations
    Recently Adopted Accounting Standards
  B-11




---



##### Table of Contents



Recent Accounting Standards
   2. Acquisitions and Dispositions
  Acquisition of Alltel Corporation
    B-12




---



##### Table of Contents



(dollars in millions)Assets acquiredCurrent assets
    
    $
    2,760Plant, property and equipment
    
    
    3,513Wireless licenses
    
    
    9,444Goodwill
    
    
    16,242Intangible assets subject to amortization
    
    
    2,391Other acquired assets
    
    
    2,444Total assets acquired
    
    
    36,794Liabilities assumedCurrent liabilities
    
    
    1,833Long-term debt
    
    
    23,929Deferred income taxes and other liabilities
    
    
    4,982Total liabilities assumed
    
    
    30,744Net assets acquired
    
    
    6,050Non-controlling interest
    
    
    (458
    )Contributed capital
    
    
    333Total cash consideration
    
    $
    5,925
   Pro Forma Information
   B-13




---



##### Table of Contents



Year ended(dollars in millions)
    
    December 31, 2008Operating revenues
    
    $
    58,572Net income
    
    
    13,398
   Alltel Divestiture Markets
   Acquisition of Rural Cellular Corporation
   B-14




---



##### Table of Contents



3. Wireless Licenses, Goodwill and Other Intangibles, Net
 Wireless Licenses
  (dollars in millions)
    
    Wireless Licenses (a)Balance as of January 1, 2009
    
    $
    62,392Acquisitions
    
    
    9,444Capitalized interest on wireless licenses
    
    
    268Reclassifications, adjustments and other(b)
    
    
    (99
    )Balance as of December 31, 2009
    
    
    72,005Acquisitions
    
    
    178Capitalized interest on wireless licenses
    
    
    657Reclassifications, adjustments and other
    
    
    3Balance as of December 31, 2010
    
    $
    72,843
 
 (a)
    
    During the years ended December 31, 2010 and 2009, approximately $12.2 billion of wireless
licenses were under development for commercial service for which we were capitalizing interest
costs. In December 2010, a portion of these licenses were placed in service.
Accordingly, approximately $3.3 billion of wireless licenses continue to be under development
for commercial service.(b)
    
    Reclassifications, adjustments and other during 2009 primarily includes the reclassification
of wireless licenses associated with the pre-merger operations of the Partnership that are
included in the Alltel Divestiture Markets (see Note 2) and included in Prepaid expenses and
other current assets in the accompanying consolidated balance sheets.    Goodwill
  (dollars in millions)
    
    GoodwillBalance as of January 1, 2009
    
    $
    955Acquisitions
    
    
    16,242Reclassifications, adjustments and other(a)
    
    
    106Balance as of December 31, 2009
    
    
    17,303Acquisitions
    
    
    131Reclassifications, adjustments and other
    
    
    Balance as of December 31, 2010
    
    $
    17,434
 
 (a)
    
    Reclassifications, adjustments and other during 2009 includes adjustments to goodwill
associated with the finalization of the Rural Cellular purchase accounting partially offset by
the reclassification of goodwill associated with the pre-merger operations of the Partnership
that are included in the Alltel B-15




---



##### Table of Contents



Divestiture Markets (see Note 2) and included in Prepaid expenses and other current assets in
the accompanying consolidated balance sheets.  Other Intangibles, net
  At December 31, 2010
    At December 31, 2009Gross
    
    Accumulated
    
    Net
    
    Gross
    
    Accumulated
    
    Net(dollars in millions)
    
    Amount
    
    Amortization
    
    Amount
    
    Amount
    
    Amortization
    
    AmountCustomer lists (6 to 8 years)
    
    $
    2,142
    
    
    $
    (905
    )
    
    $
    1,237
    
    
    $
    2,122
    
    
    $
    (497
    )
    
    $
    1,625Capitalized software (2 to 5 years)
    
    
    1,009
    
    
    
    (457
    )
    
    
    552
    
    
    
    879
    
    
    
    (377
    )
    
    
    502Other (1 to 3 years)
    
    
    382
    
    
    
    (348
    )
    
    
    34
    
    
    
    397
    
    
    
    (235
    )
    
    
    162Total(a)
    
    $
    3,533
    
    
    $
    (1,710
    )
    
    $
    1,823
    
    
    $
    3,398
    
    
    $
    (1,109
    )
    
    $
    2,289
 
 (a)
    
    Based on amortizable intangible assets existing at December 31, 2010, the estimated
amortization expense for the five succeeding fiscal years and thereafter is as follows: 2011
    
    $
    5652012
    
    
    4272013
    
    
    3442014
    
    
    2472015
    
    
    181Thereafter
    
    
    59Total
    
    $
    1,823
 4. Fair Value Measurements
  (dollars in millions)
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Prepaid expense and other current assets:Derivative contractsCross
currency swaps (Current)
    
    $
    
    
    
    $
    7
    
    
    $
    
    
    
    $
    7Other intangibles and other assets, net:Derivative contractsCross currency
swaps (Non-current)
    
    $
    
    
    
    $
    101
    
    
    $
    
    
    
    $
    101
  B-16




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##### Table of Contents



Fair Value of Short-term and Long-term Debt
  At December 31, 2010
    At December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(dollars in millions)
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValueTerm notes due to
affiliates
    
    $
    
    
    
    $
    
    
    
    $
    5,003
    
    
    $
    5,008Short and long-term debt
    
    
    16,503
    
    
    
    18,697
    
    
    
    21,659
    
    
    
    23,597
 Derivative Instruments
   Cross Currency Swaps
  B-17




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##### Table of Contents



Alltel Interest Rate Swaps
  Concentrations of Credit Risk
  5. Non-controlling Interest
  At December 31,(dollars in millions)
    
    2010
    
    2009Verizon Wireless of the East LP
    
    $
    1,179
    
    
    $
    1,179Cellular partnerships
    
    
    783
    
    
    
    809Non-controlling interest in consolidated entities
    
    $
    1,962
    
    
    $
    1,988
 Verizon Wireless of the East LP
  6. Supplementary Financial Information
 Supplementary Balance Sheet Information
 At December 31,(dollars in millions)
    
    2010
    
    2009Receivables, Net:Accounts receivable
    
    $
    5,150
    
    
    $
    4,953Other receivables
    
    
    866
    
    
    
    842Unbilled revenue
    
    
    319
    
    
    
    2826,335
    
    
    
    6,077Less: allowance for doubtful accounts
    
    
    (328
    )
    
    
    (356
    )Receivables, net
    
    $
    6,007
    
    
    $
    5,721
 B-18




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##### Table of Contents



Balance at
    
    Additions
    
    
    
    
    
    Balance atbeginning of
    
    charged to
    
    Write-offs, net of
    
    end of the(dollars in millions)
    
    the year
    
    expense
    
    recoveries
    
    yearAccounts Receivable Allowances:2010
    
    $
    356
    
    
    $
    746
    
    
    $
    (774
    )
    
    $
    3282009
    
    
    244
    
    
    
    696
    
    
    
    (584
    )
    
    
    3562008
    
    
    217
    
    
    
    507
    
    
    
    (480
    )
    
    
    244
 At December 31,(dollars in millions)
    
    2010
    
    2009Plant, Property and Equipment, Net:Land
    
    $
    262
    
    
    $
    268Buildings (20-40 yrs.)
    
    
    9,481
    
    
    
    8,849Wireless plant and equipment (3-15 yrs.)
    
    
    45,293
    
    
    
    40,862Furniture, fixtures and equipment (5 yrs.)
    
    
    4,152
    
    
    
    4,245Leasehold improvements (5 yrs.)
    
    
    3,811
    
    
    
    3,501Construction-in-progress(b)
    
    
    2,431
    
    
    
    1,97965,430
    
    
    
    59,704Less: accumulated depreciation
    
    
    (33,177
    )
    
    
    (28,854
    )Plant, property and equipment , net(a)
    
    $
    32,253
    
    
    $
    30,850
 
 (a)
    
    Interest costs of $121 million and $88 million and network engineering costs of $393
million and $351 million were capitalized during the years ended December 31, 2010 and 2009,
respectively.(b)
    
    Construction-in-progress includes $919 million and $784 million of accrued but unpaid capital
expenditures as of December 31, 2010 and 2009, respectively. At December 31,(dollars in millions)
    
    2010
    
    2009Accounts Payable and Accrued Liabilities:Accounts payable and accrued expenses
    
    $
    4,003
    
    
    $
    3,633Accrued payroll
    
    
    442
    
    
    
    390Related employee benefits
    
    
    1,424
    
    
    
    945Taxes payable
    
    
    529
    
    
    
    516Accrued commissions
    
    
    518
    
    
    
    385Accrued interest
    
    
    223
    
    
    
    254Accounts payable and accrued liabilities
    
    $
    7,139
    
    
    $
    6,123
 Supplementary Statements of Income Information
 For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Service Revenue:Voice revenue
    
    $
    36,465
    
    
    $
    37,483
    
    
    $
    31,984Data revenue
    
    
    19,529
    
    
    
    16,014
    
    
    
    10,651Total service revenue
    
    $
    55,994
    
    
    $
    53,497
    
    
    $
    42,635
 B-19




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##### Table of Contents



For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Advertising and Promotional Cost:
    
    $
    1,801
    
    
    $
    2,036
    
    
    $
    1,779Employee Benefit Plans:Matching contribution expense
    
    $
    217
    
    
    $
    216
    
    
    $
    185Profit sharing expense
    
    
    108
    
    
    
    94
    
    
    
    103Depreciation and Amortization:Depreciation of plant, property
and equipment
    
    $
    6,771
    
    
    $
    6,545
    
    
    $
    5,258Amortization of other intangibles
    
    
    687
    
    
    
    802
    
    
    
    147Total depreciation and amortization
    
    $
    7,458
    
    
    $
    7,347
    
    
    $
    5,405Interest Expense, Net:Interest expense
    
    $
    (1,094
    )
    
    $
    (1,497
    )
    
    $
    (490
    )Capitalized interest
    
    
    778
    
    
    
    356
    
    
    
    329Interest expense, net
    
    $
    (316
    )
    
    $
    (1,141
    )
    
    $
    (161
    )
 Supplementary Cash Flows Information
 For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Net cash paid for income taxes
    
    $
    1,236
    
    
    $
    384
    
    
    $
    575Interest paid, net of amounts capitalized
    
    
    284
    
    
    
    738
    
    
    
    90
 7. Debt
 (dollars in millions)At December 31,Interest Rates %
    
    Maturities
    
    2010
    
    2009Debt:Notes payable and other
    
    
    3.75 - 5.55
    
    
    
    2011 - 2014
    
    
    
    7,000
    
    
    
    7,0007.375 - 8.875
    
    
    
    2011 - 2018
    
    
    
    5,975
    
    
    
    6,117Floating
    
    
    
    2011
    
    
    
    1,250
    
    
    
    6,246Alltel notes
    
    
    6.50 - 7.875
    
    
    
    2012 - 2032
    
    
    
    2,315
    
    
    
    2,334Unamortized discount, net of premium
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    (38
    )Total debt, including current maturities
    
    
    
    
    
    
    
    
    
    
    16,503
    
    
    
    21,659Less: current maturities
    
    
    
    
    
    
    
    
    
    
    4,869
    
    
    
    2,998Total long-term debt
    
    
    
    
    
    
    
    
    
    $
    11,634
    
    
    $
    18,661Term notes payable to Affiliate(a):Promissory note
    
    Floating
    
    
    2010
    
    
    
    
    
    
    
    5,003Total due to affiliates, including current
maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,003Less: current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,003Total long-term due to affiliates
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
 
 (a)
    
    All affiliate term notes were payable to Verizon Financial Services LLC (VFSL), a
wholly-owned subsidiary of Verizon.
 B-20




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##### Table of Contents



Debt
           Term Notes Payable to Affiliate
  B-21




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##### Table of Contents



Debt Covenants
  Maturities of Long-Term Debt
  Years
    
    (dollars in million)2011
    
    $
    4,8692012
    
    
    1,5502013
    
    
    1,4502014
    
    
    3,5002015
    
    
    669Thereafter
    
    
    4,502
 8. Long-Term Incentive Plan
 Verizon Wireless Long Term Incentive Plan (Wireless Plan)
     2010
    
    
    2009
    
    
    2008Ranges
    
    
    Ranges
    
    
    RangesRisk-free rate
    
    
    0.14%  0.88%
    
    
    
    0.15%  1.63%
    
    
    
    0.6%  3.3%Expected term (in years)
    
    
    0.03  2.0
    
    
    
    0.38  2.5
    
    
    
    1.2  3.0Expected volatility
    
    
    31.05%  47.56%
    
    
    
    35.37%  61.51%
    
    
    
    33.9%  58.5%
 B-22




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##### Table of Contents



Weighted AverageExercise Price
    
    Vested(shares in thousands)
    
    VARs(a)
    
    of VARs(a)
    
    VARs(a)Outstanding, January 1, 2008
    
    
    60,412
    
    
    $
    17.58
    
    
    
    60,412Exercised
    
    
    (31,817
    )
    
    
    18.47Cancelled/Forfeited
    
    
    (351
    )
    
    
    19.01Outstanding, December 31, 2008
    
    
    28,244
    
    
    
    16.54
    
    
    
    28,244Exercised
    
    
    (11,442
    )
    
    
    16.53Cancelled/Forfeited
    
    
    (211
    )
    
    
    17.63Outstanding, December 31, 2009
    
    
    16,591
    
    
    
    16.54
    
    
    
    16,591Exercised
    
    
    (4,947
    )
    
    
    24.47Cancelled/Forfeited
    
    
    (75
    )
    
    
    22.72Outstanding, December 31, 2010
    
    
    11,569
    
    
    $
    13.11
    
    
    
    11,569
 
 (a)
    
    The weighted average exercise price is presented in actual dollars; VARs are presented in
actual units.  VARs Vested & Outstanding(a)WeightedAverage Remaining
    
    Weighted(shares in thousands)
    
    
    
    
    
    Contractual Life
    
    AverageRange of Exercise Prices
    
    VARs
    
    (Years)
    
    Exercise Price$8.74 - $14.79
    
    
    9,407
    
    
    
    2.72
    
    
    $
    12.26$14.80 - $22.19
    
    
    2,162
    
    
    
    0.78
    
    
    
    16.76Total
    
    
    11,569
    
    
    
    
    
    
    $
    13.11
 
 (a)
    
    As of December 31, 2010 the aggregate intrinsic value of VARs outstanding and vested was
$352 million. Verizon Communications Inc. Long Term Incentive Plan
  B-23




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##### Table of Contents



Restricted Stock Units
   Performance Stock Units
    Stock-Based Compensation Expense
  9. Income Taxes
 Provision for Income Taxes
  For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Current tax provision:Federal
    
    $
    874
    
    
    $
    356
    
    
    $
    413State and local
    
    
    128
    
    
    
    294
    
    
    
    2131,002
    
    
    
    650
    
    
    
    626
 B-24




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##### Table of Contents



For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Deferred tax provision:Federal
    
    
    1
    
    
    
    335
    
    
    
    217State and local
    
    
    64
    
    
    
    (188
    )
    
    
    (41
    )65
    
    
    
    147
    
    
    
    176Provision for income taxes
    
    $
    1,067
    
    
    $
    797
    
    
    $
    802
  For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Income tax provision at the
statutory rate
    
    $
    6,210
    
    
    $
    5,418
    
    
    $
    4,932State income taxes, net of
U.S. federal benefit
    
    
    140
    
    
    
    27
    
    
    
    120Interest and penalties
    
    
    
    
    
    
    28
    
    
    
    (8
    )Other
    
    
    183
    
    
    
    
    
    
    
    Partnership income not
subject to federal or state
income taxes
    
    
    (5,466
    )
    
    
    (4,676
    )
    
    
    (4,242
    )Provision for income tax
    
    $
    1,067
    
    
    $
    797
    
    
    $
    802
  December 31,(dollars in millions)
    
    2010
    
    2009Deferred tax assets:Net operating loss carryforward
    
    $
    62
    
    
    $
    505Valuation allowance
    
    
    (23
    )
    
    
    (23
    )State tax deductions
    
    
    102
    
    
    
    103Other
    
    
    233
    
    
    
    262Total deferred tax assets
    
    $
    374
    
    
    $
    847Deferred tax liabilities:Intangible assets
    
    $
    (9,384
    )
    
    $
    (9,555
    )Plant, property and equipment
    
    
    (1,173
    )
    
    
    (1,452
    )Other
    
    
    (218
    )
    
    
    (116
    )Total deferred tax liabilities
    
    $
    (10,775
    )
    
    $
    (11,123
    )Net deferred tax asset-current(a)
    
    $
    113
    
    
    $
    317Net deferred tax liability-non-current
    
    $
    (10,514
    )
    
    $
    (10,593
    )
 
 (a)
    
    Included in prepaid expenses and other current assets in the accompanying consolidated
balance sheets.  B-25




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##### Table of Contents



Unrecognized Tax Benefits
  (dollars in millions)
    
    2010
    
    
    2009
    
    
    2008Balance as of January 1
    
    $
    506
    
    
    $
    77
    
    
    $
    67Additions based on tax positions related
to the current year
    
    
    7
    
    
    
    212
    
    
    
    25Additions for tax positions of prior years
    
    
    8
    
    
    
    222
    
    
    
    16Reductions due to lapse of applicable
statute of limitations
    
    
    (8
    )
    
    
    (5
    )
    
    
    (14
    )Settlements
    
    
    (120
    )
    
    
    
    
    
    
    (17
    )Balance as of December 31
    
    $
    393
    
    
    $
    506
    
    
    $
    77
      B-26




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##### Table of Contents



10. Leases
 As Lessee
   Operating(dollars in millions)
    
    Leases|Years2011
    
    $
    1,3842012
    
    
    1,2102013
    
    
    1,0442014
    
    
    8942015
    
    
    734Thereafter
    
    
    4,263Total minimum payments
    
    $
    9,529
 11. Other Transactions with Affiliates
  For the Years Ended December 31,(dollars in millions)
    
    2010
    
    2009
    
    2008Revenue related to transactions with affiliated companies
    
    $
    94
    
    
    $
    102
    
    
    $
    106Cost of service(a)
    
    
    1,471
    
    
    
    1,377
    
    
    
    1,252Selling, general and administrative expenses(b)
    
    
    225
    
    
    
    274
    
    
    
    289Interest incurred(c)
    
    
    9
    
    
    
    66
    
    
    
    319
 
 (a)
    
    Affiliate cost of service primarily represents charges for long distance, direct
telecommunication and roaming services provided by affiliates.(b)
    
    Affiliate selling, general and administrative expenses include charges from affiliates for
services provided, including insurance, leases, office telecommunications, and billing and
lockbox services, as well as services billed from the Verizon Service Organization (VSO) and
Verizon Corporate Services for functions performed under service level agreements.(c)
    
    Interest costs of $7, $56 and $252 were capitalized in Wireless licenses and Plant, property
and equipment, net in the years ended December 31, 2010, 2009 and 2008, respectively (See
Notes 3 and 6). Receivable from Affiliates, Net
  B-27




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##### Table of Contents



Distributions to Affiliates
    12. Accumulated Other Comprehensive Income
  December 31,(dollars in millions)
    
    2010
    
    2009Unrealized gains on cash flow hedges, net
    
    $
    56
    
    
    $
    122Defined benefit pension and postretirement plans
    
    
    5
    
    
    
    14Accumulated other comprehensive income
    
    $
    61
    
    
    $
    136
 13. Commitments and Contingencies
    B-28




---



##### Table of Contents



B-29




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 B-30




---



##### Table of Contents



Persons depositing or withdrawingshares must pay:
    
    For:$5.00 (or less) per 100 ADRs (or
portion of 100 ADRs)
    
         Issuance of ADRs, including issuances
resulting from a distribution of shares or
rights or other property     Cancellation of ADRs for the purpose of
withdrawal, including if the deposit agreement
terminates$.02 (or less) per ADR (or portion
thereof). The current per ADR fee to
be charged for an interim dividend
is $0.01 per ADR and for a final
dividend is $0.02 per ADR.
    
         Any cash distribution to ADR registered
holdersA fee equivalent to the fee that
would be payable if securities
distributed to you had been shares
and the shares had been deposited
for issuance of ADRs
    
         Distribution of securities distributed
to holders of deposited securities which are
distributed by the depositary to ADR registered
holdersRegistration or transfer fees
    
         Transfer and registration of shares on
our share register to or from the name of the
depositary or its agent when you deposit or
withdraw sharesExpenses of the depositary
    
         Cable, telex, facsimile transmissions
and delivery expenses (when expressly provided
in the deposit agreement)     Converting foreign currency to US dollarsTaxes and other governmental charges
the depositary or the custodian have
to pay on any ADR or share
underlying an ADR, for example,
stock transfer taxes, stamp duty or
withholding taxes
    
         As necessaryAny charges incurred by the 
depositary or its agents for 
servicing the deposited securities
    
         As necessary
 C-1




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##### Table of Contents



Fees Payable By The Depositary To The Issuer
   C-2




---



##### Table of Contents



SIGNATURE
  VODAFONE GROUP PUBLIC LIMITED COMPANY
(Registrant)/s/ R E S MartinRosemary E S MartinGroup General Counsel and Company Secretary




---



##### Table of Contents



Index to Exhibits to Form 20-F for year ended 31 March 2011
 1.1
    
    Articles of Association, as adopted on June 30, 1999 and including all amendments made on
July 25, 2001, July 26, 2005, July 25, 2006, July 24, 2007, July 29, 2008, July 28, 2009 and
July 27, 2010, of the Company.2.1
    
    Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A. as Trustee,
including forms of debt securities (incorporated by reference to Exhibit 4(a) of Amendment No.
1 to the Companys Registration Statement on Form F-3, dated November 24, 2000).2.2
    
    Agreement of Resignation, Appointment and Acceptance dated as of July 24, 2007, among the
Company, Citibank N.A. and the Bank of New York (incorporated by reference to Exhibit 2.2 to
the Companys Annual Report of Form 20-F for the financial year ended March 31, 2008).2.3
    
    Eighth supplemental Trust Deed dated July 10, 2009, between the Company and the Law Debenture
Trust Corporation p.l.c. further modifying the provisions of the Trust Deed dated July 16,
1999 relating to a 30,000,000,000 Euro Medium Term Note Programme (incorporated by reference
to Exhibit 2.3 to the Companys Annual Report of Form 20-F for the financial year ended March
31, 2010).4.1
    
    Agreement for US$4,675,000,000 7 year Revolving Credit Facility (subsequently increased by
accession of further lenders to US$5,025,000,000), dated June 24, 2005, among the Company and
various lenders, (incorporated by reference to Exhibit 4.2 to the Companys Annual Report on
Form 20-F for the financial year ended March 31, 2006).4.2
    
    Notice of cancellation dated  March 7, 2011 in respect of the US$5,025,000,000 Revolving
Credit Facility dated June 24, 2005.4.3
    
    Agreement for US$4,015,000,000 5 year Revolving Credit Facility dated March 9, 2011, among the
Company and various lenders.4.4
    
    Lender Accession Agreement with Bank of China Limited, London Branch, effective as of March 17, 2011.4.5
    
    Agreement for US$4,315,000,000 3 year Revolving Credit Facility dated 29 July 2008 among the
Company and various lenders. (incorporated by reference to Exhibit 4.29 to the Companys
Annual Report on Form 20-F for the financial year ended March 31, 2009).4.6
    
    Notice of cancellation dated June 29, 2010 in respect of the US$4,315,000,000 Revolving Credit
Facility dated July 29, 2008.4.7
    
    Agreement for € 4,000,000,000 5 year Revolving Credit Facility dated July 1, 2010 among the
Company and various lenders.4.8
    
    Lender Accession Agreement with Bank of China Limited, London Branch, effective as of March 17, 2011.4.9
    
    Vodafone Group Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2001).




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##### Table of Contents



4.10
    
    Vodafone Group Short Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2001).4.11
    
    Vodafone Group 1999 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 4.7
to the Companys Annual Report on Form 20-F for the financial year ended March 31, 2001).4.12
    
    Vodafone Group 1998 Company Share Option Scheme (incorporated by reference to Exhibit 4.8 to
the Companys Annual Report on Form 20-F for the financial year ended March 31, 2001).4.13
    
    Vodafone Group 1998 Executive Share Option Scheme (incorporated by reference to Exhibit 4.9
to the Companys Annual Report on Form 20-F for the financial year ended March 31, 2001).4.14
    
    Vodafone Group 2005 Global Incentive Plan (incorporated by reference to Exhibit 4.8 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2006).4.15
    
    Service Contract of Andrew Halford (incorporated by reference to Exhibit 4.16 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2006).4.16
    
    Agreement for Services for Sir John Bond (incorporated by reference to Exhibit 4.13 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.17
    
    Letter of Appointment of Dr. John Buchanan(incorporated by reference to Exhibit
4.11 to the Companys Annual Report on Form 20-F for the financial year ended March 31, 2003).4.18
    
    Letter of Appointment of Anne Lauvergeon (incorporated by reference to Exhibit 4.22 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2006).4.19
    
    Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2004).4.20
    
    Letter of Appointment of Anthony Watson (incorporated by reference to Exhibit 4.26 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2006).4.21
    
    Letter of Appointment of Philip Yea (incorporated by reference to Exhibit 4.27 to the
Companys Annual Report for the financial year ended March 31, 2006).4.22
    
    Service contract of Vittorio Colao (incorporated by reference to Exhibit 4.22 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2009).4.23
    
    Letter of appointment of Alan Jebson (incorporated by reference to Exhibit 4.23 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.24
    
    Letter of appointment of Nick Land (incorporated by reference to Exhibit 4.24 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.25
    
    Letter of appointment of Simon Murray (incorporated by reference to Exhibit 4.25 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2008).4.26
    
    Letter of Appointment of Sam Jonah (incorporated by reference to Exhibit 4.26 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2009).4.27
    
    Service contract of Michel Combes (incorporated by reference to Exhibit 4.27 to the Companys
Annual Report on Form 20-F for the financial year ended March 31, 2009).




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##### Table of Contents



4.28
    
    Service contract of Stephen Pusey (incorporated by reference to Exhibit 4.28 to the Companys
Annual Report on Form 20-F for the financial year ended March 31, 2009).4.29
    
    Letter of indemnification for Andy Halford (incorporated by reference to Exhibit 4.25 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.30
    
    Letter of indemnification for Michel Combes (incorporated by reference to Exhibit 4.26 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.31
    
    Letter of indemnification for Steve Pusey (incorporated by reference to Exhibit 4.27 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.32
    
    Letter of indemnification for Dr. John Buchanan (incorporated by reference to Exhibit 4.28 to
the Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.33
    
    Letter of indemnification for Philip Yea (incorporated by reference to Exhibit 4.29 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.34
    
    Letter of indemnification for Luc Vandevelde (incorporated by reference to Exhibit 4.30 to
the Companys Annual Report on Form 20-F for the financial year ended March 31, 2010).4.35
    
    Letter of Appointment of Renee James.4.36
    
    Letter of Appointment of Gerard Kleisterlee.7.
    
    Computation of ratio of earnings to fixed charges for the years ended March 31, 2011, 2010,
2009, 2008, and 2007.8.
    
    The list of the Companys subsidiaries is incorporated by reference to note 12 to the
Consolidated Financial Statements included in the Annual Report.12.
    
    Rule 13a  14(a) Certifications.13.
    
    Rule 13a  14(b) Certifications. These certifications are furnished only and are not filed
as part of the Annual Report on Form 20-F.15.1
    
    Consent letter of Deloitte LLP, London.15.2
    
    Consent letter of Deloitte LLP, New York.