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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 1934ORþ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF
1934For the fiscal year ended: March 31, 2010ORo
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934ORo
    
    SHELL COMPANY REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934Date
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
    
    
    52,663,134,5737% 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  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 MarketFloating Rate Notes due June 2011
    
    New York Stock Exchange5.50% Notes due June 2011
    
    New York Stock Exchange5.35% due Feb 2012
    
    New York Stock ExchangeFloating Rate Notes due Feb 2012
    
    New York Stock Exchange5.00% 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 Exchange5.75% Notes March 2016
    
    New York Stock Exchange5.625% Notes due Feb 2017
    
    New York Stock Exchange4.625% Notes due July 2018
    
    New York Stock Exchange5.450% Notes due June 2019
    
    New York Stock Exchange6.25% Notes due November 2032
    
    New York Stock Exchange6.15% Notes due Feb 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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® ®
 ©
 Contents
 Executive summary#1
    
    Highlights2
    
    Chairmans statement4
    
    Telecommunications industry6
    
    Chief Executives review10
    
    Global presenceBusiness#12
    
    Customers and distribution14
    
    Products and services16
    
    Value added services18
    
    Technology and resources22
    
    PeoplePerformance#24
    
    Key performance indicators25
    
    Operating results37
    
    Guidance38
    
    Principal risk factors and uncertainties40
    
    Financial position and resources45
    
    Corporate responsibilityGovernance#48
    
    Board of directors and Group management51
    
    Corporate governance57
    
    Directors remunerationFinancials68
    
    Contents69
    
    Directors statement of responsibility#70
    
    Audit report on internal controls71
    
    Critical accounting estimates73
    
    Audit report on the consolidated 
financial statements74
    
    Consolidated financial statements118
    
    Audit report on the Company 
financial statements119
    
    Company financial statementsAdditional information125
    
    Shareholder information#132
    
    History and development#133
    
    Regulation#136
    
    Non-GAAP information#138
    
    Form 20-F cross reference guide140
    
    Forward-looking statements141
    
    Definition of terms142
    
    Selected financial dataEXHIBIT 1.2EXHIBIT 2.3EXHIBIT 4.25EXHIBIT 4.26EXHIBIT 4.27EXHIBIT 4.28EXHIBIT 4.29EXHIBIT 4.30EXHIBIT 7EXHIBIT 12EXHIBIT 13EXHIBIT 15.1EXHIBIT 15.2EXHIBIT 15.3
  #
    
    These sections make up the directors report.




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Executive summary 
 
 Highlights Executive summary For more information, visit: www.vodafone.com/investor Highlights Group
highlights for the 2010 financial year Revenue Financial highlights Q Total revenue of £44.5
billion, up 8.4%, with improving trends in most £44.5bn markets through the year. 8.4% growth Q
Adjusted operating profit of £11.5 billion, a 2.5% decrease in a recessionary environment. Q Data
revenue exceeded £4 billion for the first time and is now 10% Adjusted operating profit of service
revenue. Q £1 billion cost reduction programme delivered a year ahead of schedule; £11.5bn further
£1 billion programme now underway. 2.5% decrease Q Final dividend per share of 5.65 pence,
resulting in a total for the year of 8.31 pence, up 7%. Q Higher dividends supported by £7.2
billion of free cash flow, an increase Free cash flow of 26.5%. £7.2bn Operational highlights 26.5%
growth Q We are one of the worlds largest mobile communications companies by revenue with 341.1
million proportionate mobile customers, up 12.7% during the year. Proportionate mobile customers Q
Improved performance in emerging markets with increasing revenue market share in India, Turkey and
South Africa during the year. 341.1m Q Expanded fixed broadband customer base to 5.6 million, up 1
million during the year. 12.7% growth Q Comprehensive smartphone range, including the iPhone,
BlackBerry® Bold and Samsung H1. Q Launch of Vodafone 360, a new internet service for the mobile
and internet. Q High speed mobile broadband network with peak speeds of up to 28.8 Mbps. Vodafone
Group Plc Annual Report 2010 1




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Chairmans statement Sir John Bond Chairman Chairmans statement Your Company continues to deliver strong cash
generation, is well positioned to benefit from economic recovery and looks to the future with
confidence. Environment and performance more efficiently and pleasurably, making better use of
their time and Q Against a difficult background, we generated £7.2 billion opportunities. This has
resulted in ever increasing demand, with voice of free cash flow, up 26.5%. minutes up by 22.3%(*)
and data revenue up by 19.3%(*) across the Q Total dividends per share of 8.31 pence, up 7%; three
year Group. This additional demand on our networks means that we need dividend per share growth
target of at least 7% per annum. to manage traffic to ensure both good service for our customers
and Q Original £1 billion cost programme completed a year ahead appropriate returns for our
shareholders from continued investment of schedule with a further £1 billion initiative underway.
in those networks. Q Continued strong investment in network capability to maintain and enhance the
quality of service. Innovation Q Continued innovation in our products and services 2009 saw the
sharpest contraction in the worlds economy for more broadens and enhances our business portfolio.
Dividends per share than a generation. Unquestionably, this has been the most difficult The new
Vodafone 360 service combines the benefits (Pence) Q economic environment in which your Company has
ever operated. of mobile communications and the internet to bring 8.31 7.51 7.77 Against this
background, I am very pleased to report that the Group your phone, email chat and social network
contacts delivered an adjusted operating profit of £11.5 billion (down 2.5%), together in one
place. and generated £7.2 billion of free cash flow (up 26.5%). The Board is recommending a final
dividend of 5.65 pence, making a total for the Innovation in the services we offer, and the
expansion of those services year of 8.31 pence per share (up 7%). The Board is also targeting to
into other sectors such as health care or communication between maintain growth in dividends per
share at no less than 7% per annum different types of machine  smart metering on energy grids or
smart for the next three years. This years results have been achieved while communications for
delivery truck fleets  can make important 2008 2009 2010 maintaining the capital expenditure (up
slightly at £6.2 billion) needed contributions to our societies, lowering carbon emissions and to
serve our customers growing demand for voice minutes and data enhancing lifestyles. This kind of
innovation is important both for the services. The share price has increased by 6% since 1 April
2009, wider benefits it brings but also because it broadens and enhances the broadly in line with
other major European telecommunications base on which our business is built. We have now set-up
separate companies, but behind the increase in the FTSE 100. health and machine-to-machine teams to
ensure that we maximise these opportunities. While the Group is not immune from the economic
environment in which we operate, with our retail customers seeking to control their Your Company
has also continued to innovate in the services we expenditure as much as possible and our business
customers seeking provide. This year has seen the launch of Vodafone 360, a service to control
cost, we have responded swiftly with cost reduction designed to help bridge the intersection
between mobile and efficiency programmes. On top of our original £1 billion cost communications and
the internet making it easier to communicate programme, delivered a year ahead of plan, we have now
committed with friends, colleagues and family from your mobile using social to a further £1 billion
cost programme by the 2013 financial year. With media or more traditional forms of electronic
communication. The mobile voice prices continuing to decline in Europe by over 1
0% a year, Vodafone
Money Transfer system (branded M-PESA in Kenya and tight cost control will remain a high priority
in the future. Tanzania) is available in three countries with 13 million customers transferring
US$3.6 billion during the 2010 financial year. We expect The telecommunications sector as a whole
has seen declining revenue to roll-out the service to further markets later this year. We recently
through this period but we have not seen the extremely steep declines launched two of the worlds
most inexpensive handsets  for example in revenue experienced by some other sectors of the economy
 the Vodafone 150 retails in most markets at unsubsidised prices below mobile communications
remain an essential element in most peoples US $15  and we are working on low cost handsets which
will give lives. We see how our services are allowing people to lead their lives access to the
internet. 2 Vodafone Group Plc Annual Report 2010




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Geographic diversity experience of the Asia Pacific region have been great assets to the
Proportionate mobile Q Wide portfolio of operations including developed and emerging Board, and I
am grateful for the contribution he has made. customers markets. Q In emerging markets growth
prospects remain positive. The Vodafone Foundation 341.1m We now have over 100 million customers in
our key Q The Vodafone Foundation supports communities and societies up 12.7% Indian market. in the
countries in which we operate. Q Vodafone invested a total of £42 million in foundation One of the
benefits of our broad spread of operations in both programmes and social causes. developed and
emerging markets is the diversification of risk that this allows. The Board keeps a close watch on
this portfolio of investments, We have continued to fund the work of the Vodafone Foundation.
particularly those where we do not exercise management control. In Through the Vodafone Foundation
and our network of national affiliate Verizon Wireless we have an outstanding asset whose value has
foundations we support communities and societies in the countries in increased substantially over
recent years, and SFR has secured a which we operate. In this financial year we invested a total of
£42 million strong market position and provided good dividends. The Board in foundation programmes
and social causes, and our World of reviews these investments regularly and will remain focused
upon the Difference programme enabled 604 people to take paid time to work best way of realising
maximum shareholder value. for a charitable purpose of their choice in their own community or in a
developing country. Across the Group we have also put in place The impairment of our investment in
Vodafone Essar in India was a mechanisms to make it easy for our customers to give money to support
major disappointment to the Board. It results from an intense price war, charitable appeals
following disasters. After the Haiti earthquake, triggered by the unprecedented and unforeseeable
entry of six new Vodafone foundations donated £0.3 million to the emergency relief and competitors
into the Indian market. Our operational performance in reconstruction effort, and we helped our
customers in 14 countries to India however remains strong and we remain confident in the long- give
a total of £4.7 million by text message. term prospects for the Indian market. We recently passed a
very important milestone, with Vodafone Essar now having more than 100 Summary million customers 
one of only five national mobile operators in the On behalf of the Board, I would like to thank all
Vodafone staff around world to have reached this scale, reflecting strong growth from 28 the world
for the great efforts they have made in the past year in such million customers when we acquired
control of Vodafone Essar in May challenging economic conditions. Vodafone would not have been able
2007. Elsewhere in the emerging markets, the operational turnaround to deliver these results
without the tremendous effort of the team. of our company in Turkey has yielded very positive
results and we have seen good progress in Ghana. The Board is heartened by your Companys strong
results especially in the face of such a sharp economic downturn. It believes that the Group Your
Board is well positioned to benefit from economic recovery and looks to the This year we conducted
an evaluation on the effectiveness of the future with confidence. Board and its Committees aided by
the external advisors MWM Consulting. They concluded that the Board was effective, had the right
composition and skills and was generally performing well. More detail is contained at page 48 of
this report. Sir John Bond Simon Murray, who has been a non-executive Director since July 2007,
Chairman has decided to step down from the Board after this years AGM. His knowledge of
telecommunications, entrepreneurial spirit, and Vodafone Group
Plc Annual Report 2010 3




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Telecommunications industry At a glance The telecommunications industry has grown rapidly in
size to provide essential services that facilitate a fundamental human need to communicate.
Customers Mobile penetration Competition and regulation Q There are 4.7 billion mobile customers
across Q Global mobile penetration is around 70% and Q Ongoing competitive and regulatory the globe
with growth of around 20% per is generally higher in more mature markets pressures have contributed
to significant annum over the last three years. The majority such as Europe and the United States
but is reductions in mobile prices which are being of customers are in emerging markets such
growing most quickly in emerging markets partly offset by higher mobile usage. as India and China.
Vodafone is a leading such as India, China and Africa. company with a 7% share of the global
market. The industry has 4.7 billion mobile customers across Mobile penetration (the proportion of
the population Competition in the telecommunications industry the globe, up from 2.7 billion in
2006. that have a mobile) has grown to around 70% from 40% is intense. Consumers have a large
choice of in December 2006. communication offers from established mobile and Consumers are
increasingly choosing to make voice fixed line operators. Newer competitors, including calls over
mobile rather than fixed phones and mobile Looking forward the number of worldwide mobile phone
handset manufacturers, internet based companies calls accounted for 70% of all phone calls made in
2009 users is expected to continue to grow strongly. Most of and software providers, are also
entering the market compared to 50% in 2006. As a result the number of this growth is expected in
emerging markets such as offering converged communication services. mobile users now far exceeds
the number of fixed India, China and Africa where mobile penetration is around telephones (1.3
billion). 50% compared to about 130% in mature markets such Industry regulators continue to impose
lower mobile as Europe. termination rates (the fees mobile companies charge for Over the last three
years mobile customer growth calls received from other companies networks) and has been strongest
in emerging markets such as India Developing countries are generally expected to deliver lower
roaming prices. Termination fees and roaming and China. In contrast growth has been more muted
faster GDP growth which combined with relatively little charges accounted for 17% of Group revenue
in 2010. in developed regions such as Europe which are alternative fixed line infrastructure is
positive for mobile relatively mature.. penetration growth prospects. The combination of
competition and regulatory pressures have contributed to a 17% per annum decline in the average
price per minute across our global network over the last three years. However price pressures are
being partly offset by increased usage. During the year our customers spoke for an average of 191
minutes per month compared to 137 in 2007. Mobile customers (m) Mobile penetration at December 2009
(%) Vodafone outgoing voice prices and minutes (%) 24.0 22.7 130 120 519 764 12.4 93 480 Western
Europe Eastern Europe 69 464 USA/Canada (16.8) (12.5) (21.8) 309 54 45 48 India China 525 Other
Asia Pacific 866 Africa Price 725 Other Western Eastern USA/ India China Other Africa Minutes
Europe Europe Canada Asia 2008 2009 2010 Pacific 4 Vodafone Group Plc Annual Report 2010




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Product focus: Vodafone 360 Samsung H1 Customers are increasingly using high-end smartphones
to download applications and browse the internet. Major trends The mobile industry continues to
evolve rapidly, driven by new sources of revenue, rising smartphone proliferation and new
technologies. Services Mobile handsets Network and product evolution Q Around 80% of our service
revenue comes Q Global handset volumes increased 5% per Q Our industry is undergoing significant
from traditional voice and messaging annum over the last three years. In this time technological
change, with faster download services. The remaining 20% stems from the mix has changed, with more
demand for speeds and product innovation improving the faster growing areas of mobile data both
smartphones and low cost devices at the customer experience. and fixed broadband. the expense of
mid range feature phones. Our revenue from traditional voice and messaging The mobile industry
shipped around 1.1 billion handsets Our technological capabilities are rapidly changing. Our
services in mature markets is declining due to ongoing worldwide in 2009. These include ultra low
cost devices networks have evolved from 2G or second generation competitive and regulatory
pressures, partly offset by for more value conscious consumers, standard feature systems for voice,
text and basic data services to 3G or faster growth in newer areas of data and fixed services. 2G
and 3G devices, and high-end smartphones which third generation networks which also provide high
speed can access the internet and download increasingly internet and email access. Vodafones peak
mobile data We have seen demand for data services such as laptop popular user applications. We have
seen a change in mix, download speeds have increased to up to 28.8 Mbps. access to the internet and
mobile internet browsing lead with increased demand for both smartphones and low Looking forward
we, along with other operators, have to a four fold increase in our data traffic over the last two
cost devices. been testing 4G, or fourth generation, technologies years. Data revenue has expanded
from £1.1 billion in the which offer even faster network speeds to enhance the 2006 financial year
to £4.1 billion in the 2010 financial Smartphones accounted for 15% of the industry handset
customer experience. year. Data growth has been driven by faster network shipments in 2009 compared
to 8% in 2006. 24% of speeds and increased penetration of mobile broadband our new handset sales in
Europe during the year were We have been a pioneer in a range of new products. services and
smartphones. smartphones and this is expected to grow further over These include high speed mobile
broadband for internet the next few years. and email access and femtocells to enhance customers
Our fixed services mainly comprise fixed broadband indoor 3G signals via their household broadband
rather than fixed voice calls. The number of fixed Our low cost devices are targeted at developing
markets connection. We have also developed quality of service broadband customers has grown to 5.6
million at and certain prepaid segments in Europe. Demand has techniques which enable careful
management of the 31 March 2010 from 2.1 million in March 2007. been driven by lower prices and an
expanding portfolio assignment of capacity in our networks during the with attractive features,
including touchscreen and busiest times to enhance our customers experience. data capabilities.
Service revenue (%) Smartphone share of global handset shipments (%) Vodafone mobile peak downlink
speeds (Mbps) 15.3 3.8 28 12.8 7.9 10.9 21 9.7 7.9 14 11.5 Voice 67.1 Messaging Data 7 Fixed line
Other 0 2006 2007 2008 2009 2006 2010 Note: (1) Market data sourced from Wireless intelligence and
Strategy Analytics. Vodafone Group Plc Annual Report 2010 5




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Chief Executives review Chief Executives review In a challenging economic environment our financial results exceeded
our guidance on all measures, we increased our commercial focus, delivered our cost reduction
targets ahead of schedule and maintained strong capital investment levels. Financial review of the
year profit was £11.5 billion, with a growing contribution from Verizon Q 2010 financial results
were ahead of guidance on all measures. Wireless and foreign exchange benefits offsetting weaker
performance Q Increased revenue contribution from our targeted growth in Europe. areas in data,
fixed line and emerging markets. Q Free cash flow generation of £7.2 billion, up 26.5%. Group free
cash flow was £7.2 billion, up 26.5%, benefiting from significant improvements in working capital
management and a We have made significant progress in implementing our strategy. We deferred
dividend from Verizon Wireless. This exceptional level of cash now generate 33% of service revenue
from products other than mobile flow was generated whilst maintaining capital investment,
developing voice reflecting the shift of Vodafone to a total communications provider. fixed
broadband services in Europe, funding the turnaround in Turkey In particular, mobile data and fixed
broadband services continue to grow and Ghana, and expanding in India. while we increased the
contribution being made by our operations in emerging economies, primarily by gaining market share.
We have At the year end we had 341 million proportionate mobile customers reduced costs and working
capital to manage better in the recessionary worldwide. Free cash flow environment while
maintaining investment in our networks. Europe service revenue declined by 3.5%(*). Data and fixed
line £7.2bn As a result, Vodafones financial results are ahead of the guidance revenue growth was
strong but this was more than offset by ongoing up 26.5% range we issued in May 2009 and the
upgraded guidance we issued in voice price reduction and lower volume growth in our core voice
February 2010. The Group generated free cash flow of approximately products. Europes adjusted
EBITDA margin declined by 1.0 percentage £1 billion ahead of our medium-term target established in
November point, at about the same rate as the previous year, reflecting lower 2008 even after
adjusting for beneficial foreign exchange. revenue, increased commercial activity, reduced cost and
the increased contribution from lower margin fixed broadband. Operating The economic situation has
remained challenging throughout the year free cash flow was strong at £8.2 billion. affecting our
business in several ways. In our more mature European and Central European operations, voice and
messaging revenue Africa and Central Europe service revenue declined by 1.2%(*), with declined and
roaming revenue fell due to lower business and leisure good revenue growth at Vodacom and a much
stronger result in travel. In addition, enterprise revenue declined in Europe as our business
Turkey being offset by the impact of weaker economies in Central customers reduced activity and
headcount. However, results in Africa Europe. The adjusted EBITDA margin declined by around 2
percentage and India remained robust driven by continued, albeit lower, GDP points, due to lower
profitability in Turkey where we have focused on growth and increasing market penetration. During
the course of the investment in the network, distribution, driving market share and financial year
the impact of the global slowdown on the Groups financial brand visibility. performance has
diminished somewhat with Group service revenue declining in the fourth quarter by only 0.2%(*),
better than the preceding Asia Pacific and Middle East service revenue increased by 9.8%(*), three
quarters and the second successive quarterly improvement. reflecting another strong contribution
from India where service revenue grew by 14.7%(*). During the 2010 financial year we
attracted In
the full year Group revenue increased by 8.4% to £44.5 billion, 32 million customers in India and
in March we exceeded the 100 declining 2.3%(*) after excluding benefits from foreign exchange and
million customer mark. In a very competitive pricing environment we acquisitions. The Groups
adjusted EBITDA margin declined by 2.2 were pleased to have confirmed our number two position in
the percentage points to 33.1%, in line with our expectations, primarily as a market. Since
Vodafones entry into India in 2007, our performance has result of lower revenue in Europe and the
greater weight of lower been strong. We have gained about 1 percentage point per annum in margin
operations in emerging economies. Group adjusted operating revenue market share, added 72 million
customers, moved the 6 Vodafone Group Plc Annual Report 2010




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We have improved business into operating free cash flow generation and launched Indus
Vodafone continues to evolve towards being a total communications our commercial Towers, the
worlds largest tower company with more than 100,000 provider, rebalancing mobile voice in mature
economies with focus and cost towers under management. However the introduction of six additional
increasing revenue from broadband data services. We have also national mobile licences one year
after our entry and the resulting increased the proportion of revenue we generate from emerging
efficiency, with intense price competition have led to a £2.3 billion impairment charge. economies.
In parallel we continued to reduce our cost base to finance visible results. In Australia our
joint venture company with Hutchison continues to growth and commercial competitiveness primarily
by leveraging our perform in line with the merger plan with pro-forma revenue growth Group scale.
of 8%. The adjusted EBITDA margin for the region declined by 2.2 percentage points, primarily
reflecting lower margins in India caused 1. Drive operational performance by the competitive
pricing environment and operating investment in We have reinforced the commercial focus of our
operating companies new circles. by emphasising relative market share of quality customers,
exploitation of the data opportunity and expansion into converged services. Verizon Wireless posted
another set of strong results for the financial Progress in all areas has become more evident in
the second half of the year. Service revenue growth was 6.3%(*) driven by increased customer year.
penetration and data, although price competition has increased and growth rates have slowed in the
second half of the year. We have At the same time we accelerated our £1 billion cost reduction
established joint initiatives with Verizon Wireless around LTE programme, announced in 2008, and
delivered its full benefits one technology and enterprise customers during the year. year ahead of
plan. The majority of these savings were generated by our European operations and from cost
reductions in our central We maintained capital investment at a similar level to the previous
functions. Despite growth in mobile voice minutes and a significant financial year and invested
£6.2 billion, consistent with our guidance increase in data usage, Europes overheads declined
enabling in May 2009. Capital expenditure in Europe was slightly higher than in commercial
investment to be increased. the 2009 financial year as we took advantage of our strong cash
generation to accelerate investment in fixed and mobile broadband In November we announced a
further £1 billion cost saving programme networks, and in services to enterprise customers. to be
delivered by the 2013 financial year. This will help us to offset inflationary pressures and the
competitive environment and Adjusted earnings per share was 16.11 pence, lower than last year
enable us to invest in our revenue growth opportunities. Around half primarily as the result of a
one-off tax and associated interest benefit of these savings will be available for commercial
reinvestment or in the prior year. Excluding this, adjusted earnings per share increased margin
enhancement. by 6.6%. We will continually update our programme to identify further ways in Total
dividends per share have increased by 7% to 8.31 pence with a which the Group can benefit from its
regional scale and further reduce final dividend of 5.65 pence per share, up 9% reflecting the
strong cash costs in order to offset external pressures and competitor action and performance of
the Group. to invest in growth. Strategy 2. Pursue growth opportunities in total communications Q
Cost reduction targets delivered a year ahead of plan. Data revenue grew by 19.3%(*) and is now
over £4 billion. In addition to Q Strong revenue growth from data and fixed line services. driving
continued growth in PC
 connectivity services, we have been Q Continued strong growth in emerging
markets. particularly successful in increasing smartphone penetration across Q Enhanced shareholder
returns  new three year our customer base and in ensuring that smartphone customers dividend
target. subscribed for additional data services. Vodafone Group Plc Annual Report 2010 7




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During the financial year our active data users across the Group During the year we returned
approximately £4.1 billion of free cash increased to around 50 million and within this the number
of mobile flow to shareholders in the form of dividends. The remaining free cash internet users to
around 31 million. These achievements, while flow was used to fund the Vodacom stake purchase
completed in May significant, highlight the huge potential of data as we increase 2009 and spectrum
purchases in Turkey, Egypt and Italy. Net debt penetration of the remaining part of our 341 million
proportionate declined to £33.3 billion primarily as a result of foreign exchange customer base.
movements. The Group has retained a low single A credit rating. Fixed line revenue increased by
7.9%(*) during the year. We now have We now expect that annual free cash flow for the Group will be
between 5.6 million fixed broadband customers, an increase of around 1 million £6.0 billion and
£7.0 billion (using guidance foreign exchange rates) for during the year. In Europe adjusted EBITDA
margins of the fixed the next three financial years ending 31 March 2013 reflecting the activities
remained stable at around 14% and the business was broadly successful execution of the Groups
strategy and our expectations for free cash flow neutral after capital expenditure of approximately
improving operating free cash flow from our emerging markets and fixed £450 million. line
investments. Europes enterprise revenue declined by 4.1%(*) during the year as a The Board is
therefore targeting dividend per share growth of at least 7% consequence of the significant impact
of the economic downturn on per annum for the next three financial years ending on 31 March
2013(1). our enterprise customers. In contrast Vodafone Global Enterprise, which We expect that
total dividends per share will therefore be no less than serves our larger enterprise customers on
a Group-wide basis, had a 10.18 pence for the 2013 financial year. good year and delivered revenue
growth of around 2%(*) demonstrating the strength of Vodafone services to multinational
corporations. During Performance-driven organisation the year we launched fixed mobile convergent
products such as Significant changes have been made to the Groups internal structure, Vodafone One
Net specifically for smaller and medium enterprise organisation and incentive systems in the last
12 months. Head office customers which will position us well for recovery in due course. functions
and management layers have been reduced significantly, simplifying our business processes and
increasing the speed with 3. Execute in emerging markets which we can respond to the changing
environment. In India we have secured the number two position in the market by revenue despite
fierce price competition stimulated by new entrants. The specific responsibilities of Group
Technology, Group Marketing Indus Towers is now the worlds largest tower company with over and our
local operating companies have been simplified, eliminating 100,000 towers under management.
overlapping areas and coordination activities. We are also shifting progressively into incentive
schemes which emphasise reward for Vodacom increased service revenue by 4.6%(*) and maintained its
competitive performance and cash generation. leadership in South Africa. In Turkey service revenue
increased by 31.3%(*) in the last quarter and 5.3%(*) in the full year. The turnaround plan
Prospects for the year ahead(1) has brought the company back to growth and we now have to focus on
Q Adjusted operating profit of £11.2 to £12.0 billion. continuing this momentum in the forthcoming
financial year. Q Free cash flow in excess of £6.5 billion. While we look at opportunities to
expand as they are presented, we We expect the Group to return to organic revenue growth during the
remain cautious with respect to future footprint ex
pansion. Our primary 2011 financial year
although this will be dependent upon the strength focus remains on driving results from our
existing emerging markets. of the economic environment and the level of unemployment within Europe.
In contrast, revenue growth in other emerging economies, in 4. Strengthen capital discipline to
drive shareholder returns particular India and Africa, is expected to continue as the Group drives
Cash generation by the Group has been strong throughout the recession, penetration and data in
these markets. reflecting significant cost reductions and the success of the Group wide working
capital improvement plan in its first of two years. 8 Vodafone Group Plc Annual Report 2010




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Executive summary Our strategy The key focus of our strategy is to drive free cash flow
generation. This is supported by four main objectives: drive operational performance, pursue growth
opportunities in total communications, execute in emerging markets and strengthen capital
discipline. Drive operational Execute in emerging markets performance We aim to improve our
performance through targeted commercial investment in high value customers, improved device
portfolio In emerging markets we and cost reduction. are focused on operational performance and
driving the Progress mobile data opportunity. Q Increased smartphone penetration across our
customer base. Progress Q Capital investment of £6.2bn to enhance our product portfolio Q
Increasing revenue market share and network quality. in India, Turkey and South Africa Q £1bn cost
reduction programme during the year. delivered a year early; a further Q India now has 100m
customers, £1bn programme now underway. up a record 32m during the year. Adjusted EBITDA margins
are expected to decline at a significantly Q Cost initiatives include: greater Q Returned to
revenue growth in lower rate than in the 2010 financial year. This reflects the continuing network
sharing, efficiencies in Turkey driven by investment in benefit of the Groups cost saving
programme which is enabling us to customer self-service and the network, IT and distribution.
increase commercial activity and drive increased revenue in data and streamlining of support
functions. Q 33%(*) data revenue growth fixed line. in Vodacom. Cost savings over last two years
Adjusted operating profit is expected to be in the range of £11.2 billion Service revenue to £12.0
billion. Performance will be determined by actual economic £1bn trends and the extent to which we
decide to reinvest cost savings into 32% total communications growth opportunities. from emerging
markets(2) Pursue growth opportunities Free cash flow is expected to be in excess of £6.5 billion,
consistent with in total communications our new three year target. Strengthen capital discipline We
intend to maintain capital expenditure at a similar level to last year, adjusted for foreign
exchange, ensuring that we continue to invest in We are focused on enhancing high speed data
networks, enhancing our customers experience and returns to shareholders and increasing the
attractiveness of the Groups data products. have clear priorities for Summary surplus capital. In
an extremely challenging economic environment, we have improved Vodafones commercial focus and
cost efficiency with We have identified three Progress visible results. revenue growth
opportunities, mobile data, fixed broadband Q £4.1bn of free cash flow used to We have made good
progress in our growth areas  mobile data, pay dividends. and enterprise services, broadband and
enterprise  and exceeded our improved guidance, Q Total dividends per share of 8.31 generating
strong free cash flow of £7.2 billion. As a result of greater which represent our total pence, up
7%. confidence in Vodafones prospects and cash generation ability, the communications services. Q
Remaining free cash flow used Board has adopted a revised dividend policy, delivering attractive to
purchase spectrum and growth for shareholders over the next three years(1). Progress an additional
15% of Vodacom. Q New dividend target  dividends Economic growth remains fragile in many of our
largest markets but Q 19%(*) data revenue growth; driven by per share growth of at least 7% we
remain confident that our strategy is creating a stronger Vodafone. PC connectivity services and
mobile over the next three years. internet usage. Q Fixed broadband customer base Total dividends
of 5.6m, up 1m. Q 2%(*) revenue growth in Vodafone 8.31p Vittorio Colao Global Enterprise. up 7%
Chief Executive Mobile data users Notes: 50m (1) For guidance and dividend assumptions see page 37.
up 135% over the year (2) Africa and Cent
ral Europe and Asia Pacific and Middle East. Vodafone
Group Plc Annual Report 2010 9




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Global presence Global presence We have a significant global presence, with equity interests in over 30
countries and over 40 partner markets worldwide. The Group operates in three geographic regions 
Europe, Africa and Central Europe, Asia Pacific and Middle East  and has an investment in Verizon
Wireless in the United States. Europe Africa and Central Europe Our mobile subsidiaries and joint
venture operate under the brand name Vodafone. Our subsidiaries in this region operate under the
Vodafone brand or, in the case Our associate in France operates as SFR and Neuf Cegetel, and
our fixed line of Vodacom and its mobile subsidiaries, the Vodacom and Gateway brands.
communication businesses operate as Vodafone, Arcor, Tele2 and TeleTu. Our joint venture in
Poland operates as Plus and our associate in Kenya operates as Safaricom. Poland 3.3m Czech
Republic 3.0m Hungary 2.6m Romania 9.7m Turkey 15.8m Ireland 2.1m UK 19.0m Netherlands 4.7m Germany
34.5m Ghana 2.8m France 8.6m Kenya 5.3m Democratic Republic of Congo(2) Italy 23.2m Tanzania(2)
Portugal 6.0m Albania 1.7m Spain 16.7m Greece 6.0m Vodacom(2) 39.9m(3) Mozambique(2) Malta 0.2m
Lesotho(2) South Africa(2)(3) Europe Revenue growth (%) Africa and Central Europe Revenue growth
(%) Revenue(1) 8.7 Revenue(1) 3.2(*)(4) 2.1 £29.9bn £8.0bn (15.8) (1.1) 2.1 0.8% growth (1.7) (6.8)
0.5 45.9% growth Adjusted operating profit(1) Adjusted operating profit(1) £6.9bn Germany Italy
Spain UK Other £0.5bn Vodacom Romania Turkey Other 2.9% decrease 21.9% decrease Operating free cash
flow(1) (1) The sum of these amounts does not equal Operating free cash flow(1) (2) Vodacom refers
to the Groups interest in Group totals due to Common Functions and Vodacom Group Limited
(Vodacom) in South £8.2bn intercompany eliminations. £1.1bn Africa and its subsidiaries,
including its operations in the Democratic Republic of Congo, 2.7% decrease 70.5% growth Lesotho,
Mozambique and Tanzania. It also Capital expenditure(1) Capital expenditure(1) includes its Gateway
services and business network solutions subsidiaries which have customers in more than 40 countries
in Africa. £3.0bn £1.4bn (3) The Groups customers for Vodacom include 17.1 million customers in
South Africa. 6.0% growth 61.1% growth (4) Vodacom became a subsidiary on 18 May 2009. The reported
revenue growth was 150.3%. Partner markets Partner markets extend our brand exposure outside
investment. Similar arrangements also exist with a Partnership agreements in place at 31 March
2010, the controlled operating companies through entering number of our joint ventures, associates
and excluding those with our joint ventures, associates and into a partnership agreement with a
local mobile investments. investments, are shown in the table to the right. operator, enabling a
range of our global products and services to be marketed in that operators territory. The results
of partner markets are included within Under the terms of these partner market agreements Common
Functions, together with the net result of we cooperate with our partners in the development
unallocated central costs and recharges to the Groups and marketing of certain services. These
partnerships operations, including royalty fees for the use of the create additional revenue
through royalty and Vodafone brand. franchising fees without the need for equity 10 Vodafone Group
Plc Annual Report 2010




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Executive summary Regions Revenue(1) Adjusted operating Operating free cash flow(1) Capital
expenditure(1) (£bn) profit(1) (£bn) (£bn) (£bn) Europe 6.5 0.6 Africa and Central Europe 1.1 1.4
Asia Pacific and Middle East 4.1 8.0 Verizon Wireless (US) 3.0 6.9 29.9 1.4 0.4 8.2 0.5 Asia
Pacific and Middle East Verizon Wireless (United States) Our subsidiaries and joint venture in Fiji
operate under the Vodafone brand and our Our associate in the US operates under the brand
Verizon Wireless. joint venture in Australia operates under the brands Vodafone and 3. China
17.2m Egypt 24.6m Verizon Wireless 41.8m Qatar 0.5m India 100.9m Fiji 0.4m Australia 3.5m New
Zealand 2.5m Asia Pacific and Middle East Revenue growth (%) Verizon Wireless (US) Revenue growth
(%) Revenue(1) 15.8 Revenue(5) 22.3 £6.5bn 9.3 £17.2bn 11.4% growth 22.3% growth 5.1 Adjusted
operating profit(1) Adjusted operating profit(1) £0.4bn India Egypt Other £4.1bn US 35.6% decrease
16.1% growth Operating free cash flow(1) (5) This amount represents the Groups share of Verizon
Wireless revenue and is not included £0.6bn in Group revenue as Verizon Wireless is an associate.
 Subsidiary Capital expenditure(1) Joint venture Associate £1.4bn Investment 25.1% decrease
Amounts on map represent proportionate mobile customers at 31 March 2010. Country Operator Country
Operator Country Operator Note: Afghanistan Roshan Faroe Islands Vodafone Faroe Islands Russia MTS
(1) Partnership includes Bermuda and the Armenia MTS Finland Elisa Serbia VIP mobile following
countries within the Caribbean: Austria A1 Honduras Digicel Singapore M1 Anguilla, Antigua and
Barbuda, Aruba, Barbados, Bonaire, Curaçao, the Cayman Azerbaijan Azerfon-Vodafone Hong Kong
SmarTone-Vodafone Slovenia Si.mobile Islands, Dominica, French West Indies, Bahrain Zain Iceland
Vodafone Iceland Sri Lanka Dialog Grenada, Haiti, Jamaica, Samoa, St Lucia, Belgium Proximus Japan
SoftBank Sweden TDC St Kitts and Nevis, St Vincent, Trinidad Bulgaria Mobiltel Latvia Bité
Switzerland Swisscom and Tobago, Turks and Caicos Islands and Caribbean(1) Digicel Libya Al Madar
Taiwan Chunghwa British Guyana. Channel Islands Airtel-Vodafone Lithuania Bité Thailand DTAC Chile
Entel Luxembourg Tango Turkmenistan MTS Croatia VIPnet Macedonia/FYROM VIP operator Ukraine MTS
Cyprus Cytamobile-Vodafone Malaysia Celcom United Arab Emirates Du Denmark TDC Norway TDC
Uzbekistan MTS Estonia Elisa Panama Digicel Vodafone Group Plc Annual Report 2010 11




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Customers and distribution Proportionate mobile customers across the globe. 341.1m (2009: 302.6m; 2008: 260.5m)
BrandFinance global ranking 7th most valuable brand (2009: 8th; 2008: 11th) Customers and
distribution Customers are at the core of everything we do. Through our products and services we
endeavour to address all our customers communications needs. International customer base with
diverse needs Enterprise Vodafone has a truly international customer base with 341.1 million
Vodafone also caters to all business segments ranging from small-proportionate mobile customers
across the world. We continually office-home-office (SoHo) and small-medium enterprises (SMEs)
to seek to develop new and innovative propositions that deliver relevance corporates and
multinational corporations (MNCs). While our core and value to all our customers and build a long
lasting relationship mobile voice and data business continues to grow, our enterprise meeting their
expectations and needs. As customers move between customers are increasingly asking for combined
fixed and mobile work and home environments and look for integrated solutions, solutions for their
voice and data needs as well as integrated services we have a suite of propositions which often
bundle together and productivity tools. voice, messaging, data and increasingly fixed line services
to meet their needs. Brand We have continued to build brand value by delivering a superior,
consistent and differentiated customer experience. During the 2010 financial year we evolved our
brand positioning to power to you emphasising our role of empowering customers to be able to live
their lives to the full. It is a further expression of the importance of the customer being central
to everything we do and is reinforced in communications substantiating how products and services
impact and empower our customers. We regularly conduct brand health tracking which is designed to
Global sponsorship measure the performance of the brand in each country and generate Our title
sponsorship of the Vodafone insights to manage the brand as effectively as possible. External
McLaren Mercedes F1 team delivered benchmark studies have shown that Vodafone brand equity has
strong coverage across an exciting and maintained a top ten position in a number of rankings of
brands across hard contested 2009 championship. In all industries including the seventh most
valuable brand in the world addition to press and news coverage we as measured by BrandFinance.
integrated the sponsorship into a wide variety of business activities including Customer
segmentation communications, events, content, and Consumer acquisition and retention promotions to
Consumer customers are typically classified as prepaid or contract maximise the impact and return
on its investment. Significant sponsorship and customers. Prepaid customers pay in advance and are
generally not support is also undertaken at a local bound to minimum contractual commitments
offering great country level where it builds awareness flexibility and cost control. Contract
customers usually sign up for a and brand value by resonating with our predetermined length of time
and are invoiced for services, typically customers and their interests. on a monthly basis.
Increasingly we offer SIM-only tariffs allowing customers to benefit from our network whilst
keeping their existing handset. Around a third of our proportionate customer base including
consumer and enterprise customers are contract customers and the remainder are prepaid. 12 Vodafone
Group Plc Annual Report 2010




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Business Vodafone branded franchise stores Directly owned and 7,600 managed stores (2009:
5,300; 2008: 5,800) 2,100 (2009: 1,800; 2008: 1,150) Distribution Our customers interact with us in
a variety of ways including via retail locations, by telephone or increasingly online. Through our
subsidiaries, we directly own and manage approximately 2,100 stores selling services to customers
and providing customer support. To be most accessible to our customers we constantly review our
store footprint and capabilities. We also have around 7,600 Vodafone branded stores in our
controlled markets which sell our products and services exclusively through franchise and exclusive
dealer arrangements. Additionally, in most operating companies, sales forces are in place to sell
directly to business customers. The internet is increasingly a key channel to promote and sell our
products and services and to provide customers with an easy, user friendly and accessible way to
manage their services and access support, whilst reducing costs for the Group. The extent of
indirect distribution varies between markets but may include using third party service providers,
independent dealers, distributors and retailers. We host mobile virtual network operators Customer
satisfaction (MVNOs) in a number of markets, selling access to our network at a Historically we
have measured customer wholesale level. satisfaction using our customer delight index, a
proprietary diagnostic system which tracks customer satisfaction across all points of interaction
with Vodafone and identifies the drivers of customer delight and their relative impact. At the end
of the 2010 financial year we migrated to the net promoter score (NPS) customer measurement
system to monitor and drive customer satisfaction at both an operational and country level in many
of our markets. The NPS diagnostic system replaces the customer delight Customer delight index
index and uses a scale of how likely customers would be to recommend 73.1 us to friends and family.
(2009: 72.9; 2008: 73.1) Vodafone Group Plc Annual Report 2010 13




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Products and services Voice revenue £28.0bn (2009: £26.9bn; 2008: £24.2bn) Handsets Our wide range of handsets Voice
& messaging services covers all our customer segments and price points and is Products and services
We provide value focused pricing available in a variety of designs. through unlimited bundles of Q
66 new models released in the 2010 voice and text services. We offer a wide range of products and
services financial year. including voice, messaging, data and fixed line Q 23 exclusive handsets
launched. Q Voice services incorporate revenue for national, international and solutions and
devices to assist customers in roaming calls. Smartphones SMS services include text meeting their
total communications needs. Q messages as well as multiple Q A handset offering advanced media,
such as pictures, music, Handsets capabilities including access to sound, video and text. The core
functionality and use of handsets continues to be voice and email and the internet. text messaging
services. Many different tariffs and propositions are Q 24% of handset sales in Europe. available,
targeted at different customer segments, and include a All leading brands represented Voice usage
(billions of minutes) Q range of unlimited usage offers which have been particularly appealing
including iPhone in 14 countries. 686.6 to customers. Q Launched two tailor-made 548.4 Vodafone 360
handsets: Samsung H1 427.9 With sophisticated handsets becoming readily available, customers and
Samsung M1. are increasingly using their mobile phones to complement their lives in new and
innovative ways. Data usage continues to grow rapidly fuelled by large numbers of intuitive
internet enabled devices Vodafone branded handsets (smartphones), many with touch screens such as
the iPhone and 2008 2009 2010 BlackBerry® Storm, and transparent pricing available through our Q
Enabling millions of people in internet on your mobile unlimited browsing tariff. Instant
messaging emerging markets to share the SMS usage (billions of messages) is available with Yahoo!
and MSN and we offer integrated services from benefits of mobile technology. 223.5 leading internet
brand partners including YouTube, eBay, Google and Q Prices start from less than US$15. 172.0
Google Maps. Q 16 new models released under our 131.4 own brand. Our partnership agreements with
leading companies, such as RIM, Q Low cost combined with high-end Samsung and Google, have enabled
us to be first to market with features, such as touch screen and cutting-edge devices such as the
BlackBerry Storm, Samsung H1 and mobile internet capability. Samsung M1 (our two tailor-made
handsets that support our Vodafone 2008 2009 2010 360 proposition) and Google Nexus One. Vodafone
branded handsets shipped Messaging revenue Available in 31 markets including partner markets,
Vodafone branded 5.4m devices are designed to meet a range of customer needs and £4.8bn (2009:
10.7m; 2008: 10.0m) preferences  from low cost phones offering simple voice and text, (2009:
£4.5bn; 2008: £4.0bn) through fashion and design influenced, to competitively priced mobile
internet devices with cutting-edge smartphone functionality including touch screen and mobile
internet capability. During the 2010 financial year Vodafone launched its most affordable handset
to date, the Vodafone 150, which retails for less than US$15 unsubsidised, giving millions of
people in emerging markets the opportunity to share in the benefits of mobile technology for the
first time. Product focus: Vodafone branded handsets Apple iPhone 3GS Vodafone 845 (left) Android
smartphone Vodafone 150 (right) ultra low-cost handset. 14 Vodafone Group Plc Annual Report 2010




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Business Data services We offer a number of products and services to enhance our customers
access to data services including access to Fixed services the internet, email, music, games and
television. We offer fixed voice and Organic data revenue growth fixed broadband solutions to our
customers total Total communications services 19.3% communications needs. We have continued to
diversify and expand the services we provide to (2009: 25.9%; 2008: 39.0%) assist customers in
meeting their total communications needs. These Q Fixed line services available in include data
services, such as mobile internet and mobile broadband 13 countries in addition to Gateway. and
fixed services incorporating fixed line voice and fixed broadband. Data revenue Q 5.6m fixed
broadband customers, up 1m. Data Q Data, a fast growing revenue Q Vodafone DSL Router launched We
provide a range of data products including PC connectivity, internet stream, now accounts for 10%
in six countries. services, applications and roaming. of service revenue. Q 50m total data users,
up over 100%, PC connectivity services, available through Vodafone Mobile Broadband including 31m
mobile internet users. Fixed line revenue (£bn) devices and certain handsets, provide mobile
internet access for laptop, Q Integrated services from leading 3.3 netbook and PC users. Vodafone
Mobile Broadband provides simple and internet partners including YouTube, 2.7 secure access to the
internet and to business customers systems. We Google and Google Maps. 1.9 have been at the
forefront of deployment of HSPA+ networks and development of devices (such as USB modems) to
support these speeds. We were the first to deploy high speed HSPA services (peak rate of Data
devices 14.4 Mbps) in selected markets, such as the UK, and HSPA+ (peak rate of 21.6 Mbps and 28.8
Mbps) in selected markets such Ireland, Portugal and Q Four netbook models with built-in 2008 2009
2010 Greece. USB sticks with exclusive designs and simple plug and play 3G broadband launched.
software continue to be very popular. A wide variety of laptop models are Q Peak download speeds of
up to Fixed broadband customers available with built in 3G broadband and Vodafone SIM cards. 28.8
Mbps. Q 13m smartphone users in Europe, 5.6m Internet services enable users to access the internet
on their mobile representing 11% of customers. (2009: 4.6m; 2008: 3.6m) handset. Applications
include email services with real time handheld Q First to launch a 21 Mbps USB stick access to
email, calendar, address book and other applications. Data in several markets in Europe. roaming
allows customers to use our services on a mobile network when travelling abroad. PC connectivity
users Fixed 8.7m Our fixed service incorporates fixed broadband, offered mainly (2009: 5.7m; 2008:
2.7m) through DSL technology, and fixed line voice, which allows consumer and enterprise customers
to make fixed line voice calls using Vodafone as their total communications provider. Data revenue
(£bn) 4.1 The Vodafone DSL Router combines mobile and fixed broadband services. This means
customers can connect immediately after 3.0 Product focus: Vodafone DSL Router purchase via the USB
broadband modem and then later with fixed 2.1 The Vodafone DSL Router features instant broadband
when this has been provisioned. At this stage the USB activation and a back-up connection via the
modem can continue to be used with a laptop for usage outside of the separate USB dongle. home.
During the year we have also launched Vodafone Sure Signal in the UK which, used in conjunction
with home fixed broadband, 2008 2009 2010 provides customers with excellent indoor 3G coverage.
Data traffic in Europe (petabytes) 81.8 40.8 18.8 Product focus: Vodafone Mobile Broadband USB
modem Latest high-speed Vodafone USB modem, capable 2008 2009 2010 of supporting peak download
speeds up to 28.8 Mbps. Vodafone Group Plc Annual Report 2010 15




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Value added services Vodafone 360 is a new internet service for mobile, PC and Mac. It brings phone, email, chat
and social network contacts together in one place. Vodafone 360 provides customers with access to
games, music and thousands of applications as well as browsing the internet. Vodafone Money
Transfer The Vodafone Money Transfer system is available in three countries with 13 million
customers moving US$3.6 billion during the year. We Value added services expect to roll-out the
service to further markets later this year. We have continued to diversify and expand Applications
Vodafone Money Transfer customers (millions) the services we provide to our customers to meet their
total communications needs. 13.0 We provide a wide range of additional services to customers. 6.5
Consumer During the 2010 financial year we launched an exciting new suite of Q Vodafone Email Plus,
Windows 2.5 services called Vodafone 360 particularly catering to the needs of Mobile® Email from
Vodafone customers wanting to be always connected both on the move and at and BlackBerry from
Vodafone 2008 2009 2010 home. This allows customers to keep all their contacts and content in
provide enterprise customers one place and access the latest information available on the internet.
with real time handheld access Vodafone 360 integrates the latest updates from popular social to
email, calendar, address book Roaming services networking sites, such as Facebook, so customers can
stay instantly and other applications. up to date with their friends latest news. Q Vodafone PC
Backup and Restore enables users to remotely store Our roaming services The Vodafone 360 store
gives customers the choice to download from data securely and automatically allow Vodafone
customers over 8,000 applications ranging from checking the weather and news to via their internet
connection. to make calls and use the latest music and games. All the information, social contacts
and Q Full track music down loads with data services on other content can also be seamlessly
accessed online from PCs and Macs, in more than 2m songs available. addition to handsets, allowing
customers the freedom to connect via operators mobile networks whichever channel is most
convenient to them. Vodafone was the first whilst travelling abroad. operator to offer DRM-free
bundles and now has the largest number of paid digital music subscriptions in Europe, with over
500,000 customers. 4.5m Q Over the last three years we Mobile email users , up 29% have reduced the
cost of voice Applications roaming by 38% in Europe. Our range of total communications solutions
provides customers with Q Vodafone Passport enables integrated office and mobile voice and data
services, such as Vodafone PC Backup and Restore customers to take their home Always Best
Connected, an internet connection management tariff abroad offering greater software tool which
manages connections across all network price transparency and certainty. connection types including
Mobile Broadband, Wi-Fi and LAN. This service allows customers to stay connected to the internet on
the best available connection, simply and securely. The software provides a Vodafone Passport
customers (millions) simple user experience for managing different connections in the 24.9 22.5
office, at home, in a hotspot or on the move by automatically Enables PC users to store data
securely managing the switching between available connection types. and automatically, allowing
access to files 17.5 and documents at any time from any computer with an internet connection,
whether fixed or mobile. Service focus: DRM-free deals with all four major record labels in 2009
More than 500,000 customers signed up 2008 2009 2010 for music subscription services provided in
partnership with all four major labels (EMI, Sony, Universal and Warner), making us the largest
provider of paid digital music subscription services in Europe. 16 Vodafone Group Plc Annual Report
2010




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Business Share of Europe service revenue from enterprise services 30% Product focus: Vodafone
One Net Provides small and medium-sized business with just one Mobile broadband solutions number
for their fixed and mobile calls. 7 Causes is a marketing consultancy with a difference. Based in
the Netherlands, theyve changed the way they work with clients. Out went expensive office space
and long commutes. Instead they bought a bus and turned it into a mobile office complete with
Vodafone mobile broadband. So now instead of wasting time travelling, they can work on the move and
see more of their clients and their own families. Enterprise services Vodafone offers total
Business managed services communications solutions for a wide range of enterprise Q As customers
look to improve their efficiency they are increasingly customers from small looking to Vodafone to
take control businesses to large of their technology for them. Enterprise multinational companies.
Q Business managed services We continue to add value to our enterprise customers, building on our
provide fully managed solutions core mobile business and leading the way with a range of services
which bring together every where applications and data are secured and hosted in the Vodafone
Vodafone One Net aspect of a customers network or cloud. In addition, we are providing mobile
internet telecommunications infrastructure, bundles for smartphones, mobile email (BlackBerry,
Microsoft Q Vodafone One Net brings together both fixed and mobile, into a single ActiveSync and
Vodafone Email Plus) and mobile broadband via a fixed and mobile communications in management view.
range of innovative devices, such as the Vodafone Mobile Wi-Fi, a one system. It means that every
user Q Services include logistics, cost portable mobile broadband powered Wi-Fi hub, and class
leading USB can have just one number for their control, and security and online dongles, embedded
laptops and netbooks. desk phone and mobile, and one management portals offering voicemail box for
their messages. single-sign-on. As we embrace the convergence of mobile and fixed networks our Q
For a fixed cost per employee, customers are seeing the value it brings to their business through a
customers can get business quality range of convergent services. Building on our success in Italy
and internet and email, a mobile and/or Machine-to-machine Spain with our cloud-based office phone
solution, Vodafone One Net, desk phone for every user, with the service is expected to be launched
in Germany and the UK during advanced call management Q Machine-to-machine (M2M) the 2011
financial year. The service provides enterprise customers of features and unlimited calls
communication allows businesses all sizes with advanced office desk phone functionality integrated
with between all their company phones to automate the capture of data, their mobile services.
whether fixed or mobile. perform real-time diagnostics and repair and to control Our partnership
with Microsoft has enabled us to combine these assets remotely. converged services with the
Microsoft online suite, providing our Vodafone Unified Communications We support M2M solutions
ranging Q customers with hosted email and productivity tools as well as from location monitoring of
conferencing and collaboration services in a single package. The Q An integrated communications
vehicles and remote patient services have launched successfully in Germany and Spain. solution in
partnership with monitoring through to supporting Microsoft which provides a real-time secure
payments and Vodafone Global Enterprise (VGE) manages the relationships with customer with just
one interface providing real-time inventory over 550 of our largest multinational corporate
customers. VGE for all of their communications, reports for retailers. corporate simplifies the
provision of fixed, mobile and data services for MNCs enabling employees to access and MNC
segments. who need a single operat
ional and commercial relationship with emails, share documents
and files, Vodafone worldwide. It provides a range of managed services, such as access calendars,
hold web and central ordering, customer self-serve web portals, telecommunications video
conferences and exchange expense management tools and device management coupled with a instant
messages from any location single contract and guaranteed service level agreements. and using
almost any device. Within VGE, our machine-to-machine (M2M) business unit provides MNC customers
with global capabilities for M2M services through a Enterprise mobile voice connections (millions)
single platform and a global numbering range. The business has achieved major customer wins
in both the automotive and smart 25.2 metering sectors. VGE has continued to expand both its
footprint and 22.4 Product focus: Vodafone Mobile Wi-Fi 19.6 the services it provides to our
customers and now has dedicated Provides a personal Wi-Fi network resources in India and Africa,
both growing areas for VGEs services. For for up to five users. the fourth year running VGE has
extended its position in the Gartner Magic quadrant report to become the clear industry leader.
2008 2009 2010 Vodafone Group Plc Annual Report 2010 17




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Technology and resources Technology and resources Our key technologies and resources include the telecommunications
licences that we hold and the related network infrastructure which enable us to operate our
telecommunications networks around the world. Delivering the best customer experience of GPRS
called enhanced data rates for GSM evolution (EDGE). These We have built extensive coverage
across our networks and strive networks provide download speeds of over 200 kilobits per second to
deliver the best possible user experience for our customers. (kbps) to our customers. Q Over
200,000 base station sites for the transmission of wireless signals. Third generation (3G) Q
Network traffic of nearly 700 billion minutes and over Our 3G networks, operating the wideband code
division multiple 90 petabytes of data per year. access (W-CDMA) standard, provide customers with
an optimised Q Peak download speeds of up to 28.8 Mbps. data access experience. We have continued
to expand our service offering on 3G networks, which provide high speed internet and We continue to
deliver a high quality customer experience across all email access, video telephony, full track
music downloads, mobile TV of our markets, leveraging the extensive knowledge and expertise that
and other data services in addition to existing voice and basic data Our networks we have across
the Group. We measure key performance indicators connectivity services. provide peak across our
markets on an ongoing basis to ensure we maintain high download speeds standards of service quality
and availability. We also participate in High speed packet access (HSPA) of up to 28.8 Mbps.
regular network drive test campaigns conducted by independent third HSPA is a 3G wireless
technology enhancement enabling significant party companies to benchmark our networks against those
of our increases in data transmission speeds. It provides increased mobile We expect to major
competitors. data traffic capacity and improves the customer experience through provide ever faster
the availability of 3G broadband services and significantly shorter data speeds in the Over the
last year we have introduced advanced tools across all of transfer times. All of our markets with
3G capability now support the years to come. our established 3G markets in Europe providing us with
the ability 3.6 mega bits per second (Mbps) peak speed evolution of high speed to monitor and
proactively manage our customers experience on downlink packet access (HSDPA) and with peak
speeds of up to the network. 28.8 Mbps peak speed in some areas. The figures are theoretical peak
rates deliverable by the technology in ideal radio conditions with no Network infrastructure
customer contention for resources. While HSDPA focuses on the Our network infrastructure provides
the means of delivering our downlink (network to mobile), high speed uplink packet access mobile
and fixed voice, messaging and data services to our customers. (HSUPA) focuses on the uplink
(mobile to network) and peak speeds Our customers are linked via the access part of the network
which of up to 1.4 Mbps on the uplink are now available across all of our connects to the core
network that manages the set-up and routing of markets, with peak speeds up to 5.8 Mbps available
in key areas across calls, transfer of messages and data connections. many of our 3G networks.
Second generation (2G) Evolving our networks We operate 2G networks in all of our mobile
operating subsidiaries We continually improve our network and IT capability in order to through
global system for mobile (GSM) networks, offering customers enhance the service we provide our
customers. services such as voice, text messaging and basic data services. In addition, all of the
Groups controlled networks operate general packet With the increasing adoption of mobile broadband
services and the radio services (GPRS), often referred to as 2.5G. GPRS allows mobile wider
availability of advanced smartph
ones we are seeing accelerated devices to be used for sending and
receiving data over an IP based growth in data traffic across our networks. To ensure we continue
to network and enabling data service offers such as internet and email deliver the best possible
quality of service to our customers we are access. In a number of networks, we also provide an
advanced version proactively evolving our infrastructure through a range of initiatives. 18
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Business Customer devices Access and transmission network Core network Other networks As a
total communications Our access networks provide the means by which our customers can The core
network is responsible Our networks connect to company our customers connect to Vodafone. We
provide mobile access through a network for setting up and controlling a wide range of other can
use a broad range of of base stations and fixed access through consumer digital the connection of
our customers networks to enable our devices to access our subscriber lines (DSL) and optical
fibre, or corporate private wire. to our voice and data services. customers to reach products and
services. These access networks connect back to our core network via a customers of other
transmission network. operators and access services beyond Vodafone. Base station Circuit switched
Base stations manage the The circuit switched domain wireless radio transmissions to provides
voice/video calls and from Vodafones customers and some basic data services. Fixed line operators
Standard handsets mobile devices. Smartphones Private wire Transmission Packet switched corporate
access infrastructure Mobile operators Netbook and laptop We deliver private branch exchange The
transmission infrastructure The packet switched domain computers services to our enterprise
customers connects together our access provides our customers access to via dedicated private wire
and core networks. data services. Internet service Fixed line devices connections. providers
Desktop computers Fixed broadband IP multimedia subsystem Corporate networks We provide fixed line
telephony The IP multimedia subsystem connections enabling our provides advanced control for all
customers to connect to the internet protocol (IP) services. internet via DSL and optical fibre
(GPON) technologies. Access network evolution in our networks in order to optimise the overall
customer experience Population coverage We are actively driving additional 3G data technology
enhancements we deliver. in Europe to further improve the customers experience and capacity of our
networks including evolutions of HSPA technology to increase both We have continued to expand the
deployments of IP multimedia 99% the downlink and uplink speeds. We have successfully trialled
subsystem (IMS) infrastructure across these markets in order to with 2G and over 80% evolutions
of mobile broadband technology delivering peak rates of serve the increasing demand for advanced
internet based services with 3G 43.2 Mbps. During the 2011 financial year we expect to extend the
and applications. availability of 28.8 Mbps downlink and 5.8 Mbps uplink speeds within our network.
Licences The licences held across our operating companies enable us to deliver We have continued to
expand our fixed line footprint in accordance fixed and mobile communication services. Further
detail on the issue with our total communications strategy by building our own and regulation of
licences and a table summarising the most significant network and/or using wholesale arrangements
in 13 countries at mobile licences held by operating subsidiaries and the joint venture 31 March
2010. in Italy at 31 March 2010 can be found in Regulation on page 133. In addition, we also have
licences to provide fixed line services in many Transmission network evolution of the countries in
which we operate. We continue to upgrade our access transmission infrastructure from the base
stations to the core switching network to deal with the We regularly assess the value of our
spectrum holdings and participate increasing bandwidth demands of the access network. We have in
auctions to supplement our holdings on a case-by-case basis. continued to pursue a strategy of
implementing scalable and cost effective self-build solutions and are also leveraging our DSL
interests Innovation by increasingly backhauling data traffic onto more cost effective DSL We are a
pioneer in products an
d services to enhance customer transport connections. During the 2010
financial year we also choice and user experience. introduced new high capacity ethernet microwave
solutions into our access transmission network and continued to deploy high bandwidth Quality of
service for data applications optical fibre more widely across our access transmission network. In
We have been driving the development of quality of service the core transmission network we have
continued to expand our high differentiation in 3G which enables us to carefully manage the
capacity optical fibre infrastructure, including technology assignment of capacity in our networks
during the busiest times. With enhancements, which enable the use of cost effective IP technology
increasing data demands, driven by faster HSDPA and fixed broadband, to achieve high quality
transport of both voice and data traffic. this capability enables us to manage our costs through
intelligent allocation of network resources. We have already launched quality of Core network
evolution service differentiation to customers in Spain and Romania and plan At 31 March 2010 we
had consolidated 15 national IP networks into a further launches across the majority of our 3G
footprint. single IP backbone, including all markets in our Europe region, centralising IP
operations to avoid duplication and achieve simplicity and flexibility in the deployment of new
services to serve multiple markets. We have also introduced advanced yield management capabilities
across substantially all of our established 3G markets. This provides us with the ability to
actively manage the capacity allocated Vodafone Group Plc Annual Report 2010 19




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Femtocells Q_formation of the wholesale application community (WAC) where At 31 March 2010
we had femtocells in service in the UK and Qatar and innovative applications are developed through
the global alliance continue to trial the product in several other markets. Available as of mobile
operators and device manufacturers; Vodafone Sure Signal in the UK, these innovative devices
provide a Q_participation in industry-wide initiatives to develop standards for 4G personal 3G
mobile phone signal to our customers by connecting to mobile communications; our core network and
services via their household broadband Q_delivery of a mobile healthcare programme supporting our
connection, providing enhanced coverage to our customers in areas commercial and corporate
responsibilities; and where mobile operators are unable to give customers a strong enough Q_a
series of prototypes which enhance the mobile experience (voice, signal in their homes. video,
gesture and data) by utilising cloud computing technologies. Product focus: Vodafone IT Cost
reduction Sure Signal boosts your As we integrate fixed and mobile services together, and as the
web While evolving the Groups infrastructure it is also important that we mobile signal at home
becomes increasingly mobile, IT has become a key enabler for service continue to have a tight
control over our cost base. We have been or work. innovation. New IT technologies, such as
cloud-based services, which actively driving a variety of initiatives which enable us to manage our
All you need is a home broadband connection, provide unlimited processing capabilities by utilising
shared resources network investments. a 3G phone and our easy-on the internet, and service oriented
architecture solutions, are to-install Vodafone Sure delivering new revenue generating services and
a consistent and Infrastructure sharing Signal box. enriched user experience for our consumer and
enterprise customers. Significant effort has been placed in reducing the costs of deploying mobile
network infrastructure and we are now conducting network For example in September 2009 Vodafone 360
was launched across sharing in all of our controlled markets as well as securing network Europe
which required a common set of interfaces for partners such sharing agreements on over 75% of the
new radio sites we deployed as Google and Nokia. This architecture is expected to be the foundation
across the Group in the 2010 financial year. for future innovative consumer and enterprise
propositions. Transmission self build Research and development We are driving significant
reductions in our ongoing operational costs Research and development is oriented to incubate and
deliver through our strategy of building our own high capacity backhaul innovation to the business,
from disruptive new technologies to transmission network as opposed to leasing capacity from third
party incremental commercial enhancements. Supporting our strategic network providers. We now own
over 75% of the backhaul transmission objectives we have undertaken significant and varied
activities during network across the markets in our Europe region. the 2010 financial year.
Highlights include: IT transformation Q_a way to use the mobile subscriber identity module (SIM)
card to The IT transformation programme launched in the 2009 financial year simplify and
authenticate secure virtual private network access to is on track to deliver its targeted savings
and business benefits. The corporate networks; main focus areas include moving towards a common
delivery model, Q_trials of next generation wireless technologies including GSM simplifying the use
of applications to minimise complexity and evolution, HSPA evolution and 4G; implementing a
standard unified communications toolset including Q_new machine-to-machine capabilities enabling us
to deliver new video and audio conferencing on standard PCs. services to our customers; Q_near
field communications (NFC) tag
s that add new functionality to mobile handsets already in use; 20
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Business Supply chain management Proportion of new radio Handsets, network equipment,
marketing and IT services account for sites shared the majority of our purchases, with the bulk of
these from global suppliers. Our supply chain management (SCM) team is responsible 75% for
managing our relationships with all suppliers (excluding handsets) and for providing cost benefits
through utilisation of scale and scope. Since the launch of our supplier performance programme, the
performance of these global suppliers has improved year-on-year. The best performing suppliers are
recognised annually during our supplier conference. Our SCM team was recently voted as one of the
top 20 most admired companies for buy negotiation by a study run by the International Association
for Contract & Commercial Management. SCM is a major contributor to our cost reduction programme
and operates across all local markets, achieving savings that are measured using a unified
methodology and are reported regularly to the Executive Committee. SCM has been operating its
strategic procurement function from the Vodafone Procurement Company (VPC) in Luxembourg for over
two years, driving increased standardisation and cost savings through the use of global price books
and contracts, e-auctions and low cost network vendors. Worldwide independent benchmarking studies
have shown our SCM team has Solar panels powering our base achieved significant cost advantages and
indicate that we are stations in India achieving best in class pricing for IT storage and servers.
We also We are working hard to reduce our operate through the China Sourcing Centre which has
achieved own carbon impact through significant trading volumes further improving the Groups cost
base. increasing energy efficiency and use of renewable energy as well as Our suppliers are
expected to comply with the Groups Code of Ethical behaving responsibly by seeking to manage
environmental issues in our Purchasing as well as stringent health and safety plans. Further detail
supply chain. on this can be found in Corporate responsibility on page 45. It is our policy to
agree terms of transactions, including payment terms, with suppliers and it is our normal practice
that payment is made accordingly. Vodafone Group Plc Annual Report 2010 21




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People People Vodafone employed an average of around 85,000 people worldwide during the 2010
financial year. We rely on our people to maintain and build on our success and to deliver excellent
service to our customers. We aim to attract, develop and retain the best people and to realise
their full potential. We maintain high levels of employee engagement, investing in employees
development and offering attractive, performance-based incentives and career progression. Culture,
communications and engagement We continued to optimise the shape and size of our organisation Q The
Vodafone Way aligns all Vodafone employees to during the 2010 financial year. The majority of
operating companies Employees a common set of values and behaviours. reduced the number of layers
from the top to the bottom of their Q Aiming to be an admired, innovative and customer-focused
organisation and increased management spans of control, resulting in 85,000 company operating with
speed, simplicity and trust. flatter structures with wider management accountability. Several of Q
Maintained high performance benchmark for our markets made significant organisation changes in the
year: employee engagement. Q_Vodafone UK simplified its organisation structure, primarily in back
During the 2010 financial year we launched a change programme office functions, resulting in 490
redundancies. In the 2011 financial called The Vodafone Way. The Vodafone Way is about being an
year the UK will be recruiting for 170 new customer-facing roles and admired company in the eyes of
our customers, shareholders and appointing 50 graduates into their graduate programme; employees by
operating with speed, simplicity and trust. The Q_233 redundancies were made across central
commercial functions. programme has defined a consistent set of values and behaviours for The
majority of these were from the reshaping of the internet all Vodafone employees. Many of our
senior leaders have been services function which included the closure of Wayfinder, through a
workshop to embed The Vodafone Way behaviours and Vodafones location based services organisation
in Sweden; these workshops will be extended to all senior leaders during the 2011 Q_the formation
of the joint venture, Vodafone Hutchison Australia, in financial year. The performance and
potential of our employees are June 2009 led to 340 redundancies from Vodafone Australia; reviewed
against the standards of The Vodafone Way. Q_Vodafone Ghana continued its change programme reducing
employee numbers by 1,331 and recruiting more than 350 The Vodafone Way is very much about
increasing customer focus. Ghanaians into new roles in the business; For one day each month senior
leaders in every operating country and Q_Vodafone Turkey reviewed its organisation structure to the
Group spend time with customers and customer-facing staff, such streamline processes and reduce
duplication. This resulted in as in retail stores or contact centres. Insights from these customer
over 300 redundancies. Turkey has reinvested in hiring similar days are used to simplify
customer-facing processes and improve numbers of new talent into key roles and building a graduate
customer experiences. recruitment programme; Q_in December 2009 the legal merger of Arcor and
Vodafone In November 2009 we carried out our fifth annual global people Germany was finalised and
the two organisations have been survey. The survey measures employees level of engagement
successfully integrated following the creation of a single executive (a combination of pride,
loyalty and motivation). 89% of employees committee in March 2009. surveyed responded which is four
percentage points more than last year. The above organisation changes clearly had significant
implications for the employees in these markets. Changes were communicated We achieved an overall
employee engagement score of 76% which clearly and transparently. We offered a range of support to
help means that
 we have maintained the high performance benchmark for affected employees find new
jobs, for example outplacement services, engagement for the second year in a row. The high
performance insights into how to set-up their own business and training on interview benchmark is
an external measure of best in class organisations that and resume writing skills. Vodafone aims to
treat all employees fairly, achieve strong financial performance alongside high levels of ensuring
healthy employee relations through open communications employee engagement. This achievement
demonstrates that people and employee consultation. continue to feel proud to work
for Vodafone and are committed and willing to give their best. Talent and resourcing Q Regular
reviews of peoples performance and potential. Regular, consistent and open communication is
fundamental to Q Graduate recruitment programmes in almost all ensuring we maintain high levels of
employee engagement. Our operating countries. people have access to information about our business
through a Q Continued focus on increasing diversity and inclusion: global intranet with local
translations and content where appropriate. Q_14% of senior leaders, two Executive Committee
members Nationalities in top The Chief Executive communicates directly with all of our employees
and three operating company CEOs are female; and senior management roles via regular email and
video updates particularly focusing on business Q_26 nationalities are represented in senior
leadership roles. performance, strategy and The Vodafone Way. This is reinforced with 26 local CEO
communications in all our markets. Relevant performance During the 2010 financial year we increased
our focus on driving high and change issues are also discussed with employee representatives
performance and building a strong base of talented leaders and from operating companies within the
European Union, who meet employees. All managers are encouraged to hold regular performance
annually with members of the Executive Committee in the Vodafone discussions with their direct
reports. Annual performance dialogues are European Employee Consultative Council. mandatory to
enable each employee to receive a performance and potential rating which is the basis for
development planning and reward Organisation effectiveness and change decisions. Quarterly
departmental and operating company talent Q Continued focus on efficient and effective reviews have
been introduced, alongside annual development boards. organisation structures. For most senior
leadership roles, the Executive Committee review Q Headcount reduction in several markets including
succession and key appointments each month. the UK and Ghana. Q Successful integration of Arcor
into Vodafone Germany. We want to attract the best and brightest graduates to work in all of our
operating companies. A globally consistent graduate recruitment programme has been introduced with
a target of 230 top graduate 22 Vodafone Group Plc Annual Report 2010




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Business Employees by location hires across the Group during the 2010 calendar year. We have
also In January 2010 we confirmed the closure of our UK defined benefit partnered with seven
leading MBA schools to hire top MBA graduates pension scheme for future accruals on 31 March 2010.
All UK based 1 to join us and progress to key management and leadership roles. employees were
invited to join a new, enhanced defined contribution pension scheme, which we believe is now highly
competitive in the 7 2 We aim to create a working culture that is inclusive to all and believe
local market as well as more sustainable longer-term. 3 that having a diverse workforce helps to
meet the different needs of 4 our customers across the globe. We do not condone unfair treatment
Health, safety and wellbeing 6 5 of any kind and offer equal opportunities for all aspects of
employment Q Significant and increased effort to address the frequency and advancement regardless
of race, nationality, sex, age, marital and likelihood of fatal accidents in high risk countries.
1. Germany 15.9% status, sexual orientation, disability or religious or political belief. This 2.
Italy 7.3% also applies to agency workers, self employed persons and contract The health, safety
and wellbeing of our customers, employees and 3. Spain 5.1% workers who work for Vodafone. In the
latest people survey 87% of others who could be affected by our activities are of paramount 4. UK
11.5% 5. Vodacom 8.0% employees agreed that people in Vodafone are treated fairly, regardless
importance to us. Expansion in emerging markets and the application 6. India 11.9% of their gender,
background, age or belief. of the most rigorous and demanding tracking methodologies have this 7.
Other 40.3% year highlighted an unacceptable level of fatal accidents. It is deeply The main focus
of our diversity strategy has been on gender with actions regrettable that 27 fatalities occurred
related to our operations in the taken to provide inclusive working policies and to increase
inclusive 2010 financial year. 24 of these were third party contractors and three behaviour amongst
managers. Compared to the 2009 financial year were Vodafone employees. Over 80% of these incidents
occurred in there has been a slight increase in the percentage of women in senior India, Ghana and
Turkey  markets with a legacy of poor safety practice roles, up from 13% to 14%. There will be
continued efforts to increase and infrastructure, and a high rate of road accidents. the proportion
of women in senior leadership roles during the 2010 financial year. Loss of life as a consequence
of us doing business in any country is unacceptable to us and tackling the causes of these
fatalities is a top More recently we have extended our diversity strategy to focus on priority.
Urgent action was taken to improve safety governance and diversity of nationality, industry
background and technical experience. awareness in these countries which has resulted in a
significant 26 nationalities are represented in the senior leadership of the Group. reduction in
fatal incidents in the second half of the 2010 financial year. In the countries where the majority
of the incidents occurred we have Learning and capability development introduced a fatality
prevention plan and linked this to the performance Q Global programmes continue to develop high
objectives of each CEO. The plan includes two key initiatives: adopting potential employees. Det
Norse Veritas International Safety Ranking System (ISRS) and implementing a set of absolute
rules as mandatory requirements to We are committed to helping people reach their full potential
through drive safe behaviour. Further details can be found at www.vodafone. ongoing training and
development. In our most recent people survey com/responsibility and in the 2010 sustainability
report. 71% of employees rated their opportunities to develop their skills and knowledge as good or
very good. Employme
nt policies and employee relations Q We aim to be recognised as an employer of
choice. Inspire, our global leadership development programme, is in its second Q We strive to
maintain high standards and good year. The programme focuses on identifying and developing
potential employee relations. future leaders from within the Group. The programme builds commercial
capability and leadership skills through an 18 month fast- Our employment policies are developed to
reflect local legal, cultural track approach. 67 managers from 19 countries participated in the and
employment requirements. We aim to be recognised as an programme during the 2009 calendar year and
51 have started on the employer of choice and therefore seek to maintain high standards and 2010
calendar year course. Of the managers who have completed the good employee relations wherever we
operate. programme, 40% have been promoted to a more senior role. Our business principles set out
our ethical standards and we have Performance, reward and recognition recently developed a code of
conduct that defines
what employees Q Extension of reward differentiation based on need to do to live up to our business
principles. New and existing individual performance. employees will receive communication and
training on the code of Q Replacement of UK defined benefits pension scheme conduct during the 2011
financial year. with enhanced defined contribution scheme. We reward employees based on their
performance, potential and Key performance indicators contribution to the success of the business
and we aim to provide KPI 2010 2009 2008 competitive and fair rates of pay and benefits in every
country where Total number of employees(1) 84,990 79,097 72,375 we operate. Global short- and
long-term incentive plans are offered to Employee turnover rates (%) 13.0 13.0 15.2 leadership and
management levels and paid according to individual Number of women in the top 33 out 29 out 26 out
and company performance. senior management roles of 228 of 221 of 211 Number of nationalities in
the In response to global economic conditions a pay freeze policy was top senior management roles
26 23 20 introduced to the senior leadership team in the 2010 financial year. Note: Most operating
companies did however award bonuses through global (1) Represents the average number of employees
during the financial year. or local plans, with greater emphasis on rewarding strong business and
individual performance. Vodafone Group Plc Annual Report 2010 23




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Key performance indicators Key performance indicators The Board and the Executive Committee use a number of key
performance indicators(1) (KPIs) to monitor Group and regional performance against budgets and
forecasts as well as to measure progress against our strategic objectives. There are a number of
other KPIs that are used to monitor the results of individual operating companies but for which no
Group KPI is calculated including revenue market share and adjusted EBITDA market share. KPI
Purpose of KPI 2010 2009 2008 Free cash flow(2) Provides an evaluation of the cash generated by our
£7,241m £5,722m £5,580m operations and available for reinvestment, shareholder returns or debt
reduction. Also used in determining managements remuneration. Service revenue and related Measure
of our success in growing ongoing revenue streams. £41,719m £38,294m £33,042m organic growth(2)
Also used in determining managements remuneration. (1.6)% (0.3)% 4.3% Data revenue and related
Data revenue is expected to be a key driver of the future growth £4,051m £3,046m £2,119m organic
growth(2) of the business. 19.3% 25.9% 39.0% Fixed line revenue and related Measure of success in
offering total communications services £3,289m £2,727m £1,874m organic growth(2) 7.9% 2.1% 6.2%
Capital expenditure Measure of our investment in capital expenditure £6,192m £5,909m £5,075m to
deliver services to customers. Adjusted EBITDA and related Measure used by management to monitor
performance at a £14,735m £14,490m £13,178m organic growth(2) segment level. (7.4)% (3.5)% 2.6%
Customer delight index Measure of customer satisfaction across our controlled markets 73.1 72.9
73.1 and jointly controlled market in Italy. Also used in determining managements remuneration.
Net promoter score (NPS) At the end of the 2010 financial year, most markets migrated to NPS,
which is also used to monitor customer satisfaction. In relation to those subsidiaries that have
migrated, NPS will be incorporated into the competitive performance assessment used in determining
managements remuneration. Adjusted operating profit Measure used for the assessment of operating
performance, £11,466m £11,757m £10,075m and related organic growth(2) including the results of
associates. Also used in determining (7.0)% 2.0% 5.7% managements remuneration. Proportionate
mobile Customers are a key driver of revenue growth in all operating 341.1m 302.6m 260.5m
customers(1) companies in which we have an equity interest. Proportionate mobile Measure of our
success at attracting new and retaining 34.6m 33.6m 39.5m customer net additions(1) existing
customers. Voice usage (in minutes) Voice usage is an important driver of revenue growth,
especially 686.6bn 548.4bn 427.9bn given continuing price reductions in the competitive markets in
which we operate. Notes: (1) Definition of the key terms is provided on page 141. (2) See Non-GAAP
information on page 136 for further details on the use of non-GAAP measures. 24 Vodafone Group Plc
Annual Report 2010




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Performance
   (1)(2)
 Africa
    
    
    Asiaand Central
    
    
    Pacific and
    
    
    Verizon
    
    
    CommonEurope
    
    
    Europe
    
    
    Middle East
    
    
    Wireless
    
    
    Functions(3)
    
    
    Eliminations
    
    
    2010
    
    
    2009
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(4)Revenue
    
    
    29,878
    
    
    
    8,026
    
    
    
    6,481
    
    
    
    
    
    
    
    269
    
    
    
    (182
    )
    
    
    44,472
    
    
    
    41,017
    
    
    
    8.4
    
    
    
    (2.3
    )Service revenue
    
    
    28,310
    
    
    
    7,405
    
    
    
    6,146
    
    
    
    
    
    
    
    6
    
    
    
    (148
    )
    
    
    41,719
    
    
    
    38,294
    
    
    
    8.9
    
    
    
    (1.6
    )Adjusted EBITDA
    
    
    10,927
    
    
    
    2,327
    
    
    
    1,840
    
    
    
    
    
    
    
    (359
    )
    
    
    
    
    
    
    14,735
    
    
    
    14,490
    
    
    
    1.7
    
    
    
    (7.4
    )Adjusted operating profit
    
    
    6,918
    
    
    
    527
    
    
    
    358
    
    
    
    4,112
    
    
    
    (449
    )
    
    
    
    
    
    
    11,466
    
    
    
    11,757
    
    
    
    (2.5
    )
    
    
    (7.0
    )Adjustments for:Impairment losses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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)
    
    The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
operating profit during the year. See note 3 to the consolidated financial statements.(2)
    
    Current
year results reflect average exchange rates of £1: 1.13 and £1:US$1.60.(3)
    
    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.(4)
    
    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. See Acquisitions on page 42 for further details.
  Revenue
  (*)
 (*) (*) (*)
 (*) (*) (*)
 (*) (*) (*)
 Operating profit
  (*)
 (*)
 (*)
  (*)
 (*)
   Vodafone Group Plc 25




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##### Table of Contents



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 44.(4)
    
    See Taxation below for further details.
  Taxation
  
 Earnings per share
  2010
    
    
    2009£m
    
    
    £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.
   26 Vodafone Group Plc




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##### Table of Contents



Performance
 (1)
 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
    
    
    
    5,354
    
    
    
    (249
    )
    
    
    29,878
    
    
    
    0.8
    
    
    
    (4.1
    )Service revenue
    
    
    7,722
    
    
    
    5,780
    
    
    
    5,298
    
    
    
    4,711
    
    
    
    5,046
    
    
    
    (247
    )
    
    
    28,310
    
    
    
    1.5
    
    
    
    (3.5
    )Adjusted EBITDA
    
    
    3,122
    
    
    
    2,843
    
    
    
    1,956
    
    
    
    1,141
    
    
    
    1,865
    
    
    
    
    
    
    
    10,927
    
    
    
    (2.0
    )
    
    
    (7.3
    )Adjusted operating profit
    
    
    1,695
    
    
    
    2,107
    
    
    
    1,310
    
    
    
    155
    
    
    
    1,651
    
    
    
    
    
    
    
    6,918
    
    
    
    (2.9
    )
    
    
    (8.9
    )Adjusted EBITDA margin
    
    
    39.0
    %
    
    
    47.2
    %
    
    
    34.2
    %
    
    
    22.7
    %
    
    
    34.8
    %
    
    
    
    
    
    
    36.6
    %Year ended 31 March 2009Revenue
    
    
    7,847
    
    
    
    5,547
    
    
    
    5,812
    
    
    
    5,392
    
    
    
    5,329
    
    
    
    (293
    )
    
    
    29,634Service revenue
    
    
    7,535
    
    
    
    5,347
    
    
    
    5,356
    
    
    
    4,912
    
    
    
    5,029
    
    
    
    (293
    )
    
    
    27,886Adjusted EBITDA
    
    
    3,225
    
    
    
    2,565
    
    
    
    2,034
    
    
    
    1,368
    
    
    
    1,957
    
    
    
    
    
    
    
    11,149Adjusted operating profit
    
    
    1,835
    
    
    
    1,839
    
    
    
    1,421
    
    
    
    328
    
    
    
    1,702
    
    
    
    
    
    
    
    7,125Adjusted EBITDA margin
    
    
    41.1
    %
    
    
    46.2
    %
    
    
    35.0
    %
    
    
    25.4
    %
    
    
    36.7
    %
    
    
    
    
    
    
    37.6
    %
 Note:(1)
    
    The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
operating profit during the year. See note 3 to the consolidated financial statements.
  (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %Revenue  Europe
    
    
    (4.1
    )
    
    
    0.1
    
    
    
    4.8
    
    
    
    0.8Service 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
    
    
    (5.4
    )
    
    
    
    
    
    
    5.7
    
    
    
    0.3Europe
    
    
    (3.5
    )
    
    
    0.1
    
    
    
    4.9
    
    
    
    1.5Adjusted 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
    
    
    (10.2
    )
    
    
    
    
    
    
    5.5
    
    
    
    (4.7
    )Europe
    
    
    (7.3
    )
    
    
    0.1
    
    
    
    5.2
    
    
    
    (2.0
    )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
    
    
    (9.3
    )
    
    
    0.2
    
    
    
    6.1
    
    
    
    (3.0
    )Europe
    
    
    (8.9
    )
    
    
    0.2
    
    
    
    5.8
    
    
    
    (2.9
    )
 Germany
 (*) (*) (*) (*) (*)
 (*)
 (*)
 Italy
 (*)
 (*)
 Spain
 (*) (*)
 (*)
   Vodafone Group Plc 27




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##### Table of Contents



UK
 (*) (*)
 (*)
 Other Europe
 (*) (*) (*) (*)
 (*)
 (1)
 Africa andCentralVodacom
    
    
    Other
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(2)Year ended 31 March 2010Revenue
    
    
    4,450
    
    
    
    3,576
    
    
    
    8,026
    
    
    
    45.9
    
    
    
    (2.1
    )Service revenue
    
    
    3,954
    
    
    
    3,451
    
    
    
    7,405
    
    
    
    44.8
    
    
    
    (1.2
    )Adjusted EBITDA
    
    
    1,528
    
    
    
    799
    
    
    
    2,327
    
    
    
    35.3
    
    
    
    (5.8
    )Adjusted operating profit
    
    
    520
    
    
    
    7
    
    
    
    527
    
    
    
    (21.9
    )
    
    
    (7.9
    )Adjusted EBITDA margin
    
    
    34.3
    %
    
    
    22.3
    %
    
    
    29.0
    %Year ended 31 March 2009Revenue
    
    
    1,778
    
    
    
    3,723
    
    
    
    5,501Service revenue
    
    
    1,548
    
    
    
    3,565
    
    
    
    5,113Adjusted EBITDA
    
    
    606
    
    
    
    1,114
    
    
    
    1,720Adjusted operating profit
    
    
    373
    
    
    
    302
    
    
    
    675Adjusted EBITDA margin
    
    
    34.1
    %
    
    
    29.9
    %
    
    
    31.3
    %
 Notes:(1)
    
    The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
operating profit during the year. See note 3 to the consolidated financial statements.(2)
    
    Organic growth includes Vodacom (except the results of Gateway) at the current level of
ownership. See Acquisitions on page 42 for further details.
 (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %RevenueAfrica and Central Europe
    
    
    (2.1
    )
    
    
    38.9
    
    
    
    9.1
    
    
    
    45.9Service revenueVodacom
    
    
    4.6
    
    
    
    112.0
    
    
    
    38.8
    
    
    
    155.4Other
    
    
    (7.0
    )
    
    
    2.8
    
    
    
    1.0
    
    
    
    (3.2
    )Africa and Central Europe
    
    
    (1.2
    )
    
    
    37.6
    
    
    
    8.4
    
    
    
    44.8Adjusted EBITDAVodacom
    
    
    10.4
    
    
    
    101.8
    
    
    
    39.9
    
    
    
    152.1Other
    
    
    (25.9
    )
    
    
    (4.1
    )
    
    
    1.7
    
    
    
    (28.3
    )Africa and Central Europe
    
    
    (5.8
    )
    
    
    30.8
    
    
    
    10.3
    
    
    
    35.3Adjusted operating profitVodacom
    
    
    12.5
    
    
    
    3.1
    
    
    
    23.8
    
    
    
    39.4Other
    
    
    (65.0
    )
    
    
    (32.9
    )
    
    
    0.2
    
    
    
    (97.7
    )Africa and Central Europe
    
    
    (7.9
    )
    
    
    (23.3
    )
    
    
    9.3
    
    
    
    (21.9
    )
 Vodacom
 (*) (*)
 (*)
   28 Vodafone Group Plc




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##### Table of Contents



Performance
  Other Africa and Central Europe
 (*) (*) (*)
 (*) (*)
 (1)
 Asia Pacificand MiddleIndia
    
    
    Other
    
    
    Eliminations
    
    
    East
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(2)Year ended
31 March 2010Revenue
    
    
    3,114
    
    
    
    3,368
    
    
    
    (1
    )
    
    
    6,481
    
    
    
    11.4
    
    
    
    8.6Service revenue
    
    
    3,069
    
    
    
    3,078
    
    
    
    (1
    )
    
    
    6,146
    
    
    
    13.1
    
    
    
    9.8Adjusted EBITDA
    
    
    807
    
    
    
    1,033
    
    
    
    
    
    
    
    1,840
    
    
    
    3.4
    
    
    
    1.4Adjusted
operating
(loss)/profit
    
    
    (37
    )
    
    
    395
    
    
    
    
    
    
    
    358
    
    
    
    (35.6
    )
    
    
    (25.9
    )Adjusted EBITDA
margin
    
    
    25.9
    %
    
    
    30.7
    %
    
    
    
    
    
    
    28.4
    %Year ended
31 March 2009Revenue
    
    
    2,689
    
    
    
    3,131
    
    
    
    (1
    )
    
    
    5,819Service revenue
    
    
    2,604
    
    
    
    2,831
    
    
    
    (1
    )
    
    
    5,434Adjusted EBITDA
    
    
    717
    
    
    
    1,062
    
    
    
    
    
    
    
    1,779Adjusted
operating
(loss)/profit
    
    
    (30
    )
    
    
    586
    
    
    
    
    
    
    
    556Adjusted EBITDA
margin
    
    
    26.7
    %
    
    
    33.9
    %
    
    
    
    
    
    
    30.6
    %
 Notes:(1)
    
    The Group revised how it determines and discloses segmental adjusted EBITDA and adjusted
operating profit during the year. See note 3 to the consolidated financial statements.(2)
    
    Organic growth includes India but excludes Australia following the merger with Hutchison 3G
Australia on 9 June 2009. See Acquisitions on page 42 for further details.
 (*) (*)
 (*)
 Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %RevenueAsia Pacific and Middle East
    
    
    8.6
    
    
    
    (4.6
    )
    
    
    7.4
    
    
    
    11.4Service revenueIndia
    
    
    14.7
    
    
    
    
    
    
    
    3.2
    
    
    
    17.9Other
    
    
    2.9
    
    
    
    (4.5
    )
    
    
    10.3
    
    
    
    8.7Asia Pacific and Middle East
    
    
    9.8
    
    
    
    (3.9
    )
    
    
    7.2
    
    
    
    13.1Adjusted EBITDAIndia
    
    
    9.2
    
    
    
    
    
    
    
    3.4
    
    
    
    12.6Other
    
    
    (4.8
    )
    
    
    (6.0
    )
    
    
    8.1
    
    
    
    (2.7
    )Asia Pacific and Middle East
    
    
    1.4
    
    
    
    (4.4
    )
    
    
    6.4
    
    
    
    3.4Adjusted operating profitIndia(1)
    
    
    30.7
    
    
    
    
    
    
    
    (7.4
    )
    
    
    23.3Other
    
    
    (23.3
    )
    
    
    (14.6
    )
    
    
    5.3
    
    
    
    (32.6
    )Asia Pacific and Middle East
    
    
    (25.9
    )
    
    
    (15.2
    )
    
    
    5.5
    
    
    
    (35.6
    )
 Note:(1)
    
    The percentage change represents the increase in the adjusted operating loss.
   Vodafone Group Plc 29




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##### Table of Contents



India
 (*) (*) (*)
 (*)
 Other Asia Pacific and Middle East
 (*) (*) (*)
 (*)
 (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.
  (*)
   30 Vodafone Group Plc




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##### Table of Contents



Performance
   Africa
    
    
    Asiaand Central
    
    
    Pacific and
    
    
    Verizon
    
    
    CommonEurope
    
    
    Europe
    
    
    Middle East
    
    
    Wireless
    
    
    Functions(1)
    
    
    Eliminations
    
    
    2009
    
    
    2008
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicRevenue
    
    
    29,634
    
    
    
    5,501
    
    
    
    5,819
    
    
    
    
    
    
    
    216
    
    
    
    (153
    )
    
    
    41,017
    
    
    
    35,478
    
    
    
    15.6
    
    
    
    (0.4
    )Service revenue
    
    
    27,886
    
    
    
    5,113
    
    
    
    5,434
    
    
    
    
    
    
    
    
    
    
    
    (139
    )
    
    
    38,294
    
    
    
    33,042
    
    
    
    15.9
    
    
    
    (0.3
    )Adjusted EBITDA
    
    
    11,149
    
    
    
    1,720
    
    
    
    1,779
    
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    14,490
    
    
    
    13,178
    
    
    
    10.0
    
    
    
    (3.5
    )Adjusted operating profit
    
    
    7,125
    
    
    
    675
    
    
    
    556
    
    
    
    3,542
    
    
    
    (141
    )
    
    
    
    
    
    
    11,757
    
    
    
    10,075
    
    
    
    16.7
    
    
    
    2.0Adjustments for:Impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,900
    )
    
    
    Other income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )Operating profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,857
    
    
    
    10,047Non-operating income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    254Net financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,624
    )
    
    
    (1,300
    )Profit before taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,189
    
    
    
    9,001Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,109
    )
    
    
    (2,245
    )Profit for the financial year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,080
    
    
    
    6,756
 Note:(1)
    
    Common Functions represents the results of the partner markets and the net result of
unallocated central Group costs and recharges to our operations, including royalty fees for use of
the Vodafone brand.
  Revenue
  (*)
 (*)
  Operating profit
  (*)
 (*)
   (*)
 (*)
   Vodafone Group Plc 31




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##### Table of Contents



Net financing costs
 2009
    
    
    2008£m
    
    
    £mInvestment income
    
    
    795
    
    
    
    714Financing costs
    
    
    (2,419
    )
    
    
    (2,014
    )Net financing costs
    
    
    (1,624
    )
    
    
    (1,300
    )Analysed as:Net financing costs before dividend
from investments
    
    
    (1,480
    )
    
    
    (823
    )Potential interest charges arising on settlement
of outstanding tax issues(1)
    
    
    81
    
    
    
    (399
    )Dividends from investments
    
    
    110
    
    
    
    72Foreign exchange(2)
    
    
    235
    
    
    
    (7
    )Equity put rights and similar arrangements(3)
    
    
    (570
    )
    
    
    (143
    )(1,624
    )
    
    
    (1,300
    )
 Notes:(1)
    
    Includes release of a £317 million interest accrual relating to a favourable settlement of long
standing tax issues. See Taxation below.(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. The amount for the year
ended 31 March 2008 also includes a charge of £333 million representing the initial fair value of
the put options granted over the Essar Groups interest in Vodafone Essar, which was recorded as an
expense. Further details of these options are provided on page 44.
  Taxation
 Earnings per share
  2009
    
    
    2008£m
    
    
    £mProfit from continuing operations
attributable to equity shareholders
    
    
    3,078
    
    
    
    6,660Adjustments:Impairment losses
    
    
    5,900
    
    
    
    Other income and expense(1)
    
    
    
    
    
    
    28Non-operating income and expense(2)
    
    
    44
    
    
    
    (254
    )Investment income and financing costs(3)
    
    
    335
    
    
    
    1506,279
    
    
    
    (76
    )Foreign exchange on tax balances
    
    
    (155
    )
    
    
    Tax on the above items
    
    
    (145
    )
    
    
    44Adjusted profit attributable to equity shareholders
    
    
    9,057
    
    
    
    6,628Weighted average number of shares outstanding
    
    Million
    
    MillionBasic
    
    
    52,737
    
    
    
    53,019Diluted
    
    
    52,969
    
    
    
    53,287
 Notes:(1)
    
    The amount for the 2008 financial year represents a pre-tax charge offsetting the tax benefit
arising on recognition of a pre-acquisition deferred tax asset.(2)
    
    The amount for the 2009 financial year includes a £39 million adjustment in relation to the
broad based black economic empowerment transaction undertaken by Vodacom. The amount for the 2008
financial year includes £250 million representing the profit on disposal of our 5.60% direct
investment in Bharti Airtel Limited (Bharti Airtel).(3)
    
    See notes 2 and 3 in Net financing costs.
   32 Vodafone Group Plc




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##### Table of Contents



Performance
  Germany
    
    
    Italy
    
    
    Spain
    
    
    UK
    
    
    Other
    
    
    Eliminations
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended 31 March 2009Revenue
    
    
    7,847
    
    
    
    5,547
    
    
    
    5,812
    
    
    
    5,392
    
    
    
    5,329
    
    
    
    (293
    )
    
    
    29,634
    
    
    
    13.6
    
    
    
    (2.1
    )Service revenue
    
    
    7,535
    
    
    
    5,347
    
    
    
    5,356
    
    
    
    4,912
    
    
    
    5,029
    
    
    
    (293
    )
    
    
    27,886
    
    
    
    14.1
    
    
    
    (1.7
    )Adjusted EBITDA
    
    
    3,225
    
    
    
    2,565
    
    
    
    2,034
    
    
    
    1,368
    
    
    
    1,957
    
    
    
    
    
    
    
    11,149
    
    
    
    9.7
    
    
    
    (5.0
    )Adjusted operating profit
    
    
    1,835
    
    
    
    1,839
    
    
    
    1,421
    
    
    
    328
    
    
    
    1,702
    
    
    
    
    
    
    
    7,125
    
    
    
    9.8
    
    
    
    (5.4
    )Adjusted EBITDA margin
    
    
    41.1
    %
    
    
    46.2
    %
    
    
    35.0
    %
    
    
    25.4
    %
    
    
    36.7
    %
    
    
    
    
    
    
    37.6
    %Year ended 31 March 2008Revenue
    
    
    6,866
    
    
    
    4,435
    
    
    
    5,063
    
    
    
    5,424
    
    
    
    4,583
    
    
    
    (290
    )
    
    
    26,081Service revenue
    
    
    6,551
    
    
    
    4,273
    
    
    
    4,646
    
    
    
    4,952
    
    
    
    4,295
    
    
    
    (287
    )
    
    
    24,430Adjusted EBITDA
    
    
    2,816
    
    
    
    2,148
    
    
    
    1,908
    
    
    
    1,560
    
    
    
    1,735
    
    
    
    
    
    
    
    10,167Adjusted operating profit
    
    
    1,577
    
    
    
    1,528
    
    
    
    1,362
    
    
    
    517
    
    
    
    1,504
    
    
    
    
    
    
    
    6,488Adjusted EBITDA margin
    
    
    41.0
    %
    
    
    48.4
    %
    
    
    37.7
    %
    
    
    28.8
    %
    
    
    37.9
    %
    
    
    
    
    
    
    39.0
    %
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %Revenue  Europe
    
    
    (2.1
    )
    
    
    1.4
    
    
    
    14.3
    
    
    
    13.6Service revenueGermany
    
    
    (2.5
    )
    
    
    (0.1
    )
    
    
    17.6
    
    
    
    15.0Italy
    
    
    1.2
    
    
    
    4.7
    
    
    
    19.2
    
    
    
    25.1Spain
    
    
    (4.9
    )
    
    
    2.5
    
    
    
    17.7
    
    
    
    15.3UK
    
    
    (1.1
    )
    
    
    0.3
    
    
    
    
    
    
    
    (0.8
    )Other
    
    
    (1.2
    )
    
    
    0.4
    
    
    
    17.9
    
    
    
    17.1Europe
    
    
    (1.7
    )
    
    
    1.4
    
    
    
    14.4
    
    
    
    14.1Adjusted EBITDAGermany
    
    
    (2.8
    )
    
    
    (0.2
    )
    
    
    17.5
    
    
    
    14.5Italy
    
    
    (0.1
    )
    
    
    1.2
    
    
    
    18.3
    
    
    
    19.4Spain
    
    
    (9.2
    )
    
    
    (0.5
    )
    
    
    16.3
    
    
    
    6.6UK
    
    
    (12.8
    )
    
    
    0.5
    
    
    
    
    
    
    
    (12.3
    )Other
    
    
    (4.3
    )
    
    
    (0.1
    )
    
    
    17.2
    
    
    
    12.8Europe
    
    
    (5.0
    )
    
    
    0.2
    
    
    
    14.5
    
    
    
    9.7Adjusted operating profitGermany
    
    
    (0.9
    )
    
    
    (0.4
    )
    
    
    17.7
    
    
    
    16.4Italy
    
    
    2.4
    
    
    
    (0.5
    )
    
    
    18.5
    
    
    
    20.4Spain
    
    
    (9.8
    )
    
    
    (1.9
    )
    
    
    16.0
    
    
    
    4.3UK
    
    
    (37.9
    )
    
    
    1.3
    
    
    
    
    
    
    
    (36.6
    )Other
    
    
    (4.8
    )
    
    
    1.1
    
    
    
    16.9
    
    
    
    13.2Europe
    
    
    (5.4
    )
    
    
    (0.3
    )
    
    
    15.5
    
    
    
    9.8
 (*) (*)
 Germany
 (*) (*)
 
 Italy
 (*) (*).
 (*)
 Spain
 (*) (*)
   Vodafone Group Plc 33




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##### Table of Contents



(*)
 UK
 (*)
 (*)
 Other Europe
 (*) (*)
    Africa andCentralVodacom
    
    
    Other(1)
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended 31 March 2009Revenue
    
    
    1,778
    
    
    
    3,723
    
    
    
    5,501
    
    
    
    11.2
    
    
    
    3.9Service revenue
    
    
    1,548
    
    
    
    3,565
    
    
    
    5,113
    
    
    
    10.7
    
    
    
    3.1Adjusted EBITDA
    
    
    606
    
    
    
    1,114
    
    
    
    1,720
    
    
    
    1.5
    
    
    
    (2.3
    )Adjusted operating profit
    
    
    373
    
    
    
    302
    
    
    
    675
    
    
    
    (12.6
    )
    
    
    (12.6
    )Adjusted EBITDA margin
    
    
    34.1
    %
    
    
    29.9
    %
    
    
    31.3
    %Year ended 31 March 2008Revenue
    
    
    1,609
    
    
    
    3,337
    
    
    
    4,946Service revenue
    
    
    1,398
    
    
    
    3,219
    
    
    
    4,617Adjusted EBITDA
    
    
    586
    
    
    
    1,108
    
    
    
    1,694Adjusted operating profit
    
    
    365
    
    
    
    407
    
    
    
    772Adjusted EBITDA margin
    
    
    36.4
    %
    
    
    33.2
    %
    
    
    34.2
    %
 Note:(1)
    
    On 1 October 2007 Romania rebased all of its tariffs and changed its functional currency from
US dollars to euros. In calculating all constant exchange rate and organic metrics which include
Romania, previous US dollar amounts have been translated into euros at the 1 October 2007 US$/euro
exchange rate.
 (*) (*)
 (*)
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %RevenueAfrica and Central Europe
    
    
    3.9
    
    
    
    (0.7
    )
    
    
    8.0
    
    
    
    11.2Service revenueVodacom
    
    
    13.8
    
    
    
    2.1
    
    
    
    (5.2
    )
    
    
    10.7Other
    
    
    (0.9
    )
    
    
    (1.5
    )
    
    
    13.1
    
    
    
    10.7Africa and Central Europe
    
    
    3.1
    
    
    
    (0.6
    )
    
    
    8.2
    
    
    
    10.7Adjusted EBITDAVodacom
    
    
    7.3
    
    
    
    0.5
    
    
    
    (4.4
    )
    
    
    3.4Other
    
    
    (6.7
    )
    
    
    (5.9
    )
    
    
    13.1
    
    
    
    0.5Africa and Central Europe
    
    
    (2.3
    )
    
    
    (4.0
    )
    
    
    7.8
    
    
    
    1.5Adjusted operating profitVodacom
    
    
    6.3
    
    
    
    0.3
    
    
    
    (4.4
    )
    
    
    2.2Other
    
    
    (26.2
    )
    
    
    (10.5
    )
    
    
    10.9
    
    
    
    (25.8
    )Africa and Central Europe
    
    
    (12.6
    )
    
    
    (5.6
    )
    
    
    5.6
    
    
    
    (12.6
    )
 Vodacom
 (*) (*)
 (*)
   34 Vodafone Group Plc




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##### Table of Contents



Performance
  Other Africa and Central Europe
 (*) (*) (*) (*) (*)
 (*) (*) (*)
   AsiaPacificandMiddleIndia
    
    
    Other
    
    
    Eliminations
    
    
    East
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended
31 
March 2009Revenue
    
    
    2,689
    
    
    
    3,131
    
    
    
    (1
    )
    
    
    5,819
    
    
    
    32.3
    
    
    
    9.3Service revenue
    
    
    2,604
    
    
    
    2,831
    
    
    
    (1
    )
    
    
    5,434
    
    
    
    32.5
    
    
    
    8.5Adjusted EBITDA
    
    
    717
    
    
    
    1,062
    
    
    
    
    
    
    
    1,779
    
    
    
    18.3
    
    
    
    6.9Adjusted
operating
(loss)/profit
    
    
    (30
    )
    
    
    586
    
    
    
    
    
    
    
    556
    
    
    
    0.5
    
    
    
    5.8Adjusted EBITDA
margin
    
    
    26.7
    %
    
    
    33.9
    %
    
    
    
    
    
    
    30.6
    %Year ended
31 March 2008Revenue
    
    
    1,822
    
    
    
    2,577
    
    
    
    
    
    
    
    4,399Service revenue
    
    
    1,753
    
    
    
    2,348
    
    
    
    
    
    
    
    4,101Adjusted EBITDA
    
    
    598
    
    
    
    906
    
    
    
    
    
    
    
    1,504Adjusted
operating profit
    
    
    35
    
    
    
    518
    
    
    
    
    
    
    
    553Adjusted EBITDA
margin
    
    
    32.8
    %
    
    
    35.2
    %
    
    
    
    
    
    
    34.2
    %
 (*)
   Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %RevenueAsia Pacific and Middle East
    
    
    9.3
    
    
    
    13.3
    
    
    
    9.7
    
    
    
    32.3Service revenueIndia
    
    
    
    
    
    
    42.5
    
    
    
    6.0
    
    
    
    48.5Other
    
    
    8.5
    
    
    
    0.3
    
    
    
    11.8
    
    
    
    20.6Asia Pacific and Middle East
    
    
    8.5
    
    
    
    14.2
    
    
    
    9.8
    
    
    
    32.5Adjusted EBITDAIndia
    
    
    
    
    
    
    14.1
    
    
    
    5.8
    
    
    
    19.9Other
    
    
    6.9
    
    
    
    (3.4
    )
    
    
    13.7
    
    
    
    17.2Asia Pacific and Middle East
    
    
    6.9
    
    
    
    0.6
    
    
    
    10.8
    
    
    
    18.3Adjusted operating profitIndia
    
    
    
    
    
    
    (173.2
    )
    
    
    (12.5
    )
    
    
    (185.7
    )Other
    
    
    5.8
    
    
    
    (6.8
    )
    
    
    14.1
    
    
    
    13.1Asia Pacific and Middle East
    
    
    5.8
    
    
    
    (19.7
    )
    
    
    14.4
    
    
    
    0.5
 India
 (*)
   Vodafone Group Plc 35




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##### Table of Contents



Other Asia Pacific and Middle East
 (*) (*) (*) (*)
 (*) (*) (*)
 2009
    
    
    2008
    
    
    % change£m
    
    
    £m
    
    
    £
    
    
    OrganicRevenue
    
    
    14,085
    
    
    
    10,144
    
    
    
    38.9
    
    
    
    10.4Service revenue
    
    
    12,862
    
    
    
    9,246
    
    
    
    39.1
    
    
    
    10.5Adjusted EBITDA
    
    
    5,543
    
    
    
    3,930
    
    
    
    41.0
    
    
    
    13.0Interest
    
    
    (217
    )
    
    
    (102
    )
    
    
    112.7Tax(1)
    
    
    (198
    )
    
    
    (166
    )
    
    
    19.3Non-controlling interest
    
    
    (78
    )
    
    
    (56
    )
    
    
    39.3Discontinued operations
    
    
    57
    
    
    
    
    
    
    
    Share of result in
Verizon Wireless
    
    
    3,542
    
    
    
    2,447
    
    
    
    44.7
    
    
    
    21.6
 Note:(1)
    
    Our 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 our share of the partnerships pre-tax profit is included
within our tax charge.
  (*)
   36 Vodafone Group Plc




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##### Table of Contents



Performance
 
 Guidance
  2010actual
    
    
    2011
    
    
    Three yearperformance
    
    
    guidance
    
    
    guidance£bn
    
    
    £bn
    
    
    £bnAdjusted operating profit
    
    
    11.5
    
    
    
    11.2  12.0
    
    
    
    n/aIn excessFree cash flow
    
    
    7.2
    
    
    of 6.5
    
    
    6.0  7.0
         
 Adjustedoperating
    
    
    Freeprofit
    
    
    cash flow£bn
    
    
    £bnGuidance  May 2009(1)
    
    
    11.0  11.8
    
    
    
    6.0  6.5Guidance  February 2010(1)
    
    
    11.4  11.8
    
    
    
    6.5  7.02010 actual performance
    
    
    11.5
    
    
    
    7.2Foreign exchange
    
    
    0.2
    
    
    
    0.1Alltel restructuring costs(2)
    
    
    0.2
    
    
    
    2010 performance on guidance basis
    
    
    11.9
    
    
    
    7.3
 Notes:(1)
    
    The Groups guidance reflected assumptions for average for exchange rates for the 2010
financial year of approximately £1: 1.12 and £1:US$1.50. Actual exchange rates were £1: 1.13 and
£1:US$1.60.(2)
    
    The Groups guidance did not include the impact of reorganisation costs arising from the
Alltel acquisition by Verizon Wireless.
   Vodafone Group Plc 37




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##### Table of Contents



Adverse macroeconomic conditions in the markets in which we operate could impact our results of
operations.
  The continued volatility of worldwide financial markets may make it more difficult for us to raise
capital externally which could 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.
  Changes in assumptions underlying the carrying value of certain Group assets could result in
impairment.
   38 Vodafone Group Plc




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##### Table of Contents



Performance
  Our global footprint may present exposure to unpredictable economic, political, regulatory and
legal risks.
  Our strategic objectives may be impeded by the fact that we do not have a controlling interest in
some of our ventures.
  Expected benefits from investment in networks, licences and new technology may not be realised.
 Our business and our ability to retain customers and attract new customers 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.
 .
   Vodafone Group Plc 39




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##### Table of Contents



2010
    
    
    2009£m
    
    
    £mNon-current assetsIntangible assets
    
    
    74,258
    
    
    
    74,938Property, plant and equipment
    
    
    20,642
    
    
    
    19,250Investments in associates
    
    
    36,377
    
    
    
    34,715Other non-current assets
    
    
    11,489
    
    
    
    10,767142,766
    
    
    
    139,670Current assets
    
    
    14,219
    
    
    
    13,029Total assets
    
    
    156,985
    
    
    
    152,699Total equity shareholders funds
    
    
    90,381
    
    
    
    86,162Total non-controlling interests
    
    
    429
    
    
    
    (1,385
    )Total equity
    
    
    90,810
    
    
    
    84,777LiabilitiesBorrowingsLong-term
    
    
    28,632
    
    
    
    31,749Short-term
    
    
    11,163
    
    
    
    9,624Taxation liabilitiesDeferred tax liabilities
    
    
    7,377
    
    
    
    6,642Current taxation liabilities
    
    
    2,874
    
    
    
    4,552Other non-current liabilities
    
    
    1,550
    
    
    
    1,584Other current liabilities
    
    
    14,579
    
    
    
    13,771Total liabilities
    
    
    66,175
    
    
    
    67,922Total equity and liabilities
    
    
    156,985
    
    
    
    152,699
  Intangible assets
  Property, plant and equipment
  Investments in associates
  Other non-current assets
 Payments due by period £m1-3
    
    
    3-5Contractual obligations(1)
    
    Total
    
    
    <1 year
    
    
    years
    
    
    years
    
    
    >5 yearsBorrowings(2)
    
    
    47,527
    
    
    
    12,198
    
    
    
    7,858
    
    
    
    9,443
    
    
    
    18,028Operating lease commitments(3)
    
    
    6,243
    
    
    
    1,200
    
    
    
    1,682
    
    
    
    1,126
    
    
    
    2,235Capital commitments(3)(4)
    
    
    2,019
    
    
    
    1,862
    
    
    
    126
    
    
    
    31
    
    
    
    Purchase commitments
    
    
    3,372
    
    
    
    2,216
    
    
    
    724
    
    
    
    189
    
    
    
    243Total contractual cash obligations(1)
    
    
    59,161
    
    
    
    17,476
    
    
    
    10,390
    
    
    
    10,789
    
    
    
    20,506
 Notes:(1)
    
    The above table of contractual obligations excludes 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.(2)
    
    See note 22 to the consolidated financial statements.(3)
    
    See note 28 to the consolidated financial statements.(4)
    
    Primarily related to network infrastructure.
   Pence per ordinary shareYear ended 31 March
    
    Interim
    
    
    Final
    
    
    Total2006
    
    
    2.20
    
    
    
    3.87
    
    
    
    6.072007
    
    
    2.35
    
    
    
    4.41
    
    
    
    6.762008
    
    
    2.49
    
    
    
    5.02
    
    
    
    7.512009
    
    
    2.57
    
    
    
    5.20
    
    
    
    7.772010
    
    
    2.66
    
    
    
    5.65
    (1)
    
    
    8.31
 Note:(1)
    
    The final dividend for the year ended 31 March 2010 was proposed on 18 May 2010 and is payable
on 6 August 2010 to holders on record as of 4 June 2010. 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.
   40 Vodafone Group Plc




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##### Table of Contents



Performance
  
 2010
    
    
    2009£m
    
    
    £m
    
    
    %Cash generated by operations
    
    
    15,337
    
    
    
    14,634
    
    
    
    4.8Cash capital expenditure(1)
    
    
    (5,986
    )
    
    
    (6,233
    )Disposal of intangible assets and property
plant and equipment
    
    
    48
    
    
    
    317Operating free cash flow
    
    
    9,399
    
    
    
    8,718
    
    
    
    7.8Taxation
    
    
    (2,273
    )
    
    
    (2,421
    )Dividends from associates and
investments(2)
    
    
    1,577
    
    
    
    755Dividends paid to non-controlling
shareholders in subsidiaries
    
    
    (56
    )
    
    
    (162
    )Net interest paid
    
    
    (1,406
    )
    
    
    (1,168
    )Free cash flow
    
    
    7,241
    
    
    
    5,722
    
    
    
    26.5Acquisitions and disposals(3)
    
    
    (2,683
    )
    
    
    (1,450
    )Licence and spectrum payments
    
    
    (989
    )
    
    
    (735
    )Amounts received from
non-controlling shareholders(4)
    
    
    613
    
    
    
    618Equity dividends paid
    
    
    (4,139
    )
    
    
    (4,013
    )Purchase of treasury shares
    
    
    
    
    
    
    (963
    )Foreign exchange and other
    
    
    864
    
    
    
    (8,255
    )Net debt decrease/(increase)
    
    
    907
    
    
    
    (9,076
    )Opening net debt
    
    
    (34,223
    )
    
    
    (25,147
    )Closing net debt
    
    
    (33,316
    )
    
    
    (34,223
    )
    
    
    (2.7
    )
 Notes:(1)
    
    Cash paid for purchase of intangible assets, other than licence and spectrum payments, and
property, plant and equipment.(2)
    
    Year ended 31 March 2010 includes £389 million (2009:£303 million) from our interest in SFR
and £1,034 million (2009: £333 million) from our interest in Verizon Wireless.(3)
    
    Year ended 31 March 2010 includes net cash and cash equivalents paid of £1,777 million (2009:
£1,360 million) and assumed debt of £906 million (2009: £78 million). The year ended 31 March 2009
also includes a £12 million increase in net debt in relation to the change in consolidation status
of Safaricom from a joint venture to an associate.(4)
    
    Year ended 31 March 2010 includes £613 million (2009: £591 million) in relation to Qatar.
 Dividends from associates and to non-controlling shareholders
   Vodafone Group Plc 41




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##### Table of Contents



Acquisitions
 (1)
 £mVodacom (15%)
    
    
    1,577Other net acquisitions and disposals, including investments
    
    
    200Total
    
    
    1,777
 Note:(1)
    
    Amounts are shown net of cash and cash equivalents acquired or disposed.
 Treasury shares
   NumberMillion
    
    
    £m1 April 2009
    
    
    5,322
    
    
    
    8,036Reissue of shares
    
    
    (149
    )
    
    
    (189
    )Other
    
    
    (27
    )
    
    
    (37
    )31 March 2010
    
    
    5,146
    
    
    
    7,810
   Net debt
  2010
    
    
    2009£m
    
    
    £mCash and cash equivalents(1)
    
    
    4,423
    
    
    
    4,878Short-term borrowings:Bonds
    
    
    (1,174
    )
    
    
    (5,025
    )Commercial paper(2)
    
    
    (2,563
    )
    
    
    (2,659
    )Put options over non-controlling interests
    
    
    (3,274
    )
    
    
    Bank loans
    
    
    (3,460
    )
    
    
    (893
    )Other short-term borrowings(1)
    
    
    (692
    )
    
    
    (1,047
    )(11,163
    )
    
    
    (9,624
    )Long-term borrowings:Put options over non-controlling interests
    
    
    (131
    )
    
    
    (3,606
    )Bonds, loans and other long-term borrowings
    
    
    (28,501
    )
    
    
    (28,143
    )(28,632
    )
    
    
    (31,749
    )Other financial instruments(3)
    
    
    2,056
    
    
    
    2,272Net debt
    
    
    (33,316
    )
    
    
    (34,223
    )
 Notes:(1)
    
    At 31 March 2010 the amount includes £604 million (2009: £691 million) in relation to
collateral support agreements.(2)
    
    At 31 March 2010 US$245 million was drawn under the US commercial paper programme and amounts
of 2,491 million, £161 million and US$33 million were 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 (2010: £2,128 million; 2009: £2,707 million) and
trade and other payables (2010: £460 million; 2009: £435 million) and ii) short-term investments in
index linked government bonds included as a component of other investments (2010: £388 million;
2009: £nil). 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.
   42 Vodafone Group Plc




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##### Table of Contents



Performance
  Credit ratings
  Rating agency
    
    Rating date
    
    Type of debt
    
    Rating
    
    OutlookStandard & Poors
    
    30 May 2006
30 May 2006
    
    Short-term
Long-term
    
    A-2
A-
    
    NegativeMoodys
    
    30 May 2006
16 May 2007
    
    Short-term
Long-term
    
    P-2
Baa1
    
    StableFitch Ratings
    
    30 May 2006
30 May 2006
    
    Short-term
Long-term
    
    F2
A-
    
    Negative
  Commercial paper programmes
  
 Bonds
  
 Nominal
    
    
    Sterlingamount
    
    
    equivalentDate of bond issue
    
    Maturity of bond
    
    Million
    
    
    MillionApril 2009
    
    November 2012
    
    
    250
    
    
    
    229June 2009
    
    December 2017
    
    
    £600
    
    
    
    600June 2009
    
    June 2014
    
    US
    $1,250
    
    
    
    780June 2009
    
    June 2019
    
    US
    $1,250
    
    
    
    780November 2009
    
    November 2015
    

    US$500
    
    
    
    329January 2010
    
    January 2022
    
    
    1,250
    
    
    
    1,113
  Committed facilities
  Committed bank facilities
    
    Amounts drawn29 July 2008US$4.1 billion revolving credit
facility, maturing 28 July 2011
    
    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.24 June 2005US$5 billion revolving credit
facility, maturing 22 June 2012
    
    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.21 December 2005¥258.5 billion term credit facility,
maturing 16 March 2011, entered
into by Vodafone Finance K.K.
and guaranteed by the Company
    
    The facility was drawn down in full on
21 December 2005. The facility is
available for general corporate purposes,
although amounts drawn must be on-lent
to the Company.16 November 20060.4 billion loan facility,
maturing 14 February 2014
    
    The 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
    
    The 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.14 September 20090.4 billion loan facility, available
for 18 months, repayment is the
seventh year anniversary of the
first advance drawn within
the availability period ending
March 2011
    
    No drawings have been made against
this facility. The facility is available for
financing capital expenditure in our
German operations.29 September 2009US$0.7 billion export credit
agency loan facility, maturing
16 September 2018
    
    No drawings have been made against this
facility. The facility is available for financing
eligible Swedish goods and services.
   Vodafone Group Plc 43




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##### Table of Contents



 
  
  
 Potential cash outflows
   44 Vodafone Group Plc




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##### Table of Contents



Corporate responsibility
    
    Performance
    
    
    to capture the potential of mobile communications to bring socio-economic value in both emerging
economies and developed markets through broadening access to communications to all sections of
society;
    
    to deliver against stakeholder expectations on the key areas of climate change, a safe
and responsible internet experience and sustainable products and services; and
    
    to ensure our business practices are implemented responsibly, underpinned by our business principles.
 Key CR strategic objectives
 Core initiative:
Access to communications
 Safe and responsible 
internet experience
    
    Climate change
    
    Sustainable
products and
services
 Supported by responsible business practices
 
 Underpinned by values, principles and behaviours
 Emerging markets
   Vodafone Group Plc 45




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##### Table of Contents



Accessibility
     Responsible delivery of content and services
  
    
    In October 2009 we launched the first comprehensive website to help parents play an active and
essential role in their childrens digital world and better understand their use of mobiles, and
online social media. The Vodafone Parents Guide (www.vodafone.com/parents) offers up-to-date
guidance on challenging issues such as childrens excessive use of technology, managing their
reputations and online identities in social media, safe access to location-based technology,
cyber-bullying and the risks of meeting strangers online.
    
    Together with other industry partners we have continued to develop the Teachtoday website
(www.teachtoday.eu) providing advice for teachers and students to help create a safer online
environment for children and young people.
    
    Vodafone continued to be a board member of the newly formed UK Council for Child
Internet Safety (UKCCIS). Board members include senior figures from government, industry,
charities, academia and law enforcement. The board sets direction at a strategic level and there
are a number of working groups including the industry and expert research panels in which we play
an active role.
 Consumer privacy and freedom of expression
 2 2
 2
 2 2 2 2 .
 2
 2 2
 2 2
   
   46 Vodafone Group Plc




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##### Table of Contents



Performance
  Mobile phones, masts and health
 Responsible network deployment
       
    
    assessed 64 suppliers against our evaluation scorecard on social and environmental aspects. The
scorecard allows us to identify strengths and weaknesses in our suppliers sustainability
management and performance programmes and highlight areas where improvement is needed. Over the
last four years we have evaluated over 638 suppliers; and
    
    carried out 24 on-site evaluations of high risk suppliers. During these visits we identified 139
areas for improvement, mainly concerning the inadequacy of practices on health and safety and
working hours.
   (1)
 2010(2)
    
    
    2009(2)
    
    
    2008(2)Vodafone GroupEnergy use (GWh) (direct and indirect)
    
    
    3,278
    
    
    
    3,044
    
    
    
    2,920Carbon dioxide emissions (millions of tonnes)
    
    
    1.21
    
    
    
    1.22
    
    
    
    1.30Percentage of energy sourced from renewables
    
    
    23
    
    
    
    19
    
    
    
    18Number of phones collected for reuse and recycling (millions)
    
    
    1.33
    
    
    
    1.53
    (3)
    
    
    1.14
    (3)Network equipment waste generated (tonnes)
    
    
    5,870
    
    
    
    4,944
    (3)
    
    
    4,199Percentage of network equipment waste sent for reuse or recycling
    
    
    98
    
    
    
    97
    
    
    
    95
 Notes:(1)
    
    These performance indicators were calculated using actual or estimated data collected by our
mobile operating companies. The data is sourced from invoices, purchasing requisitions, direct data
measurement and estimations where required. The carbon dioxide emissions figures are calculated
using the kWh/CO2 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 data
excludes India, Ghana, Qatar and Vodacom. Our joint venture in Italy is included in all years.
Amounts related to the 2008 financial year exclude Tele2 in Italy and Spain.(2)
    
    Australia is excluded as it is no longer a subsidiary; the comparative data for 2009 and 2009
has also been restated.(3)
    
    Amounts related to the 2009 and 2008 financial years have been amended. Refer to the online
sustainability report for further information.
 Vodafone Group Plc 47




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##### Table of Contents



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 §
   48 Vodafone Group Plc




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##### Table of Contents



Governance
 
  8. Samuel Jonah 
 9. Nick Land §
 10. Anne Lauvergeon §
 11. Simon Murray CBE 
 12. Luc Vandevelde 
 13. Anthony Watson CBE 
 14. Philip Yea 
   
 §
    
    Audit Committee
    
    Nominations and Governance Committee
    
    Remuneration Committee Vodafone Group Plc 49




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##### Table of Contents



Senior management
  Wendy Becker
 Warren Finegold
 Matthew Kirk
 Terry Kramer
 Morten Lundal
 Rosemary Martin
 Nick Read
 Ronald Schellekens
  Stephen Scott Frank Rovekamp
   50 Vodafone Group Plc




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##### Table of Contents



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
    
    
    5
    
    
    
    8/8John Buchanan
    
    
    7
    
    
    
    8/8Vittorio Colao
    
    
    3
    
    
    
    8/8Michel Combes (since 1 June 2009)
    
    
    <1
    
    
    
    7/7Andy Halford
    
    
    4
    
    
    
    8/8Alan Jebson
    
    
    3
    
    
    
    8/8Samuel Jonah
    
    
    1
    
    
    
    8/8Nick Land
    
    
    3
    
    
    
    7/8Anne Lauvergeon
    
    
    4
    
    
    
    8/8Simon Murray
    
    
    3
    
    
    
    7/8Stephen Pusey (since 1 June 2009)
    
    
    <1
    
    
    
    7/7Luc Vandevelde
    
    
    6
    
    
    
    7/8Anthony Watson
    
    
    4
    
    
    
    8/8Philip Yea
    
    
    4
    
    
    
    8/8
   Vodafone Group Plc 51




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##### Table of Contents




    
    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.
    
    
    MWM devising an appropriate questionnaire, with assistance from the Chairman, which was sent to
all Board members;
    
    MWM undertaking individual meetings with each Board member and the Company
Secretary on Board performance; and
    
    in conjunction with the Chairman, MWM producing a report on Board performance using the completed
questionnaires and individual meetings which was sent to and considered by the Nominations and
Governance Committee before being discussed with Board members at the following Board meeting.
   52 Vodafone Group Plc




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##### Table of Contents



Governance
  Meetings attendedJohn Buchanan
    
    
    4/4Alan Jebson
    
    
    4/4Nick Land, Chairman and financial expert
    
    
    4/4Anne Lauvergeon
    
    
    4/4
   
    
    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 for Section 404 of the
Sarbanes-Oxley Act and receiving progress updates at each of its meetings.
    Meetings attendedSir John Bond, Chairman
    
    
    3/3John Buchanan
    
    
    3/3Luc Vandevelde
    
    
    3/3
  
    
    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.
    Meetings attendedLuc Vandevelde, Chairman
    
    
    5/5Simon Murray
    
    
    3/5Anthony 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.
   Vodafone Group Plc 53




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##### Table of Contents




    
    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 with institutional investors and analysts by the Chief Executive and the
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/shareholder which is a section dedicated to shareholders on our website.
 
   54 Vodafone Group Plc




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##### Table of Contents



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 quality and timeliness of disclosures undertaken by the Chief
Executive and the Chief Financial Officer which includes formal annual meetings with the
operating company or regional chief executives and chief financial officers and the Disclosure
Committee;
    
    periodic examination of business processes on a risk basis including reports on
controls throughout the Group undertaken by the Group internal audit department who report directly
to the Audit Committee; and
    
    reports from the external auditors on certain internal controls and
relevant financial reporting matters presented to the Audit Committee and management.
 
    
    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.
    
    Our Nominations and Governance Committee and Remuneration Committee have terms of reference and
composition that comply with the Combined Codes requirements.
    
    The Nominations and Governance Committee is chaired by the Chairman of the
Board and its other members are non-executive directors of the Company and the Chief Executive.
    
    The 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 of the Exchange
Act.
   Vodafone Group Plc 55




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##### Table of Contents




    
    Under NASDAQ rules US companies must adopt a code of conduct applicable to all directors,
officers and employees.
    
    We have adopted a Code of Ethics in compliance with Section 406 of the US
Sarbanes-Oxley Act of 2002 which is applicable to the senior financial and principal executive
officers. We have made our Code of Ethics available to the public on our website at
(www.vodafone.com/governance).
    
    We have also adopted a Group governance manual which provides the first level of the framework
for governance within which our businesses operate. The manual is a reference for chief executives
and their teams and applies to all directors and employees.
  
    
    Under NASDAQ rules companies are required to have a minimum quorum of 33.33% of the shareholders
of ordinary shares for shareholder meetings. However our articles of association provide for a
quorum for general meetings of shareholders of two shareholders regardless of the level of their
aggregate share ownership.
  
    
    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
Financial Services Authority 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.
    Nick Land
 56 Vodafone Group Plc




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##### Table of Contents



Directors remuneration
    
    Governance
  Luc Vandevelde
   Page 57 
    
    Remuneration CommitteePage 58 
    
    Overview of remuneration philosophyPage 59 
    
    The remuneration packagePage 61 
    
    Awards made to executive directors during the 2010 financial yearPage 61 
    
    Amounts executive directors will actually receive in the 2011 financial yearPage 62 
    
    Other considerationsPage 63 
    
    Audited information for executive directorsPage 66 
    
    Non-executive directors remunerationPage 66 
    
    Audited information for non-executive directors serving during the year ended 31 March 2010Page 67 
    
    Beneficial interests
 Chairman
    
    Luc VandeveldeCommittee members
    
    Simon MurrayAnthony WatsonPhilip YeaManagement attendeesChief Executive
    
    Vittorio ColaoGroup HR Director
    
    Ronald SchellekensGroup Reward Director
    
    Tristram Roberts (until 31 October 2009)Head of Group Reward
    
    Adam Parsons (1 November 2009 to 31 March 2010)
   Vodafone Group Plc 57




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##### Table of Contents



Link to business strategy
 
    
    Performance conditions have been determined to align with business strategy and to maximise
shareholder value.
    
    The annual bonus continues to support the short-term operational performance of the business by
measuring against the business fundamentals of revenue, profit, cash flow and competitive
performance.
    
    The long-term incentive measures performance against:
 
    
    free cash flow, which is believed to be the single most important operational measure; and
    
    total shareholder return (TSR) relative to our key competitors.
 Shareholder alignment
 
    
    The executives are required to meet stretching share ownership requirements which are supported
by the opportunity to invest into the long-term incentive plan.
    
    The performance conditions on the long-term incentive plan are there to underpin shareholder
value creation.
 Risk and reward
 
    
    In setting the balance between base salary, annual bonus and long-term incentive levels, the
Remuneration Committee has considered the risk involved in the incentive schemes and is satisfied
that the following design elements mitigate the principal risks:
 
    
    the heavy weighting towards long-term incentives;
    
    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
    
    the enhanced weighting on
non-financial measures in the short-term plan.
 
    
    The Remuneration Committee will continue to consider the risks involved in the incentive plans on
an on-going basis.
 Changes to plans for the 2011 financial year
  Reward elements
    
    2011 financial yearBase salary
    
    No change to the benchmarking policy.Annual bonus
    
    There has been a re-balancing of the
weighting for the performance measures
to focus on service revenue. A competitive
performance assessment has been
introduced which incorporates net
promotor score and in some markets
customer delight index.Long-term incentive plan
    
    No change to the plan design.Investment opportunity
    
    No changes to the level of investment
an individual may make.
    Comparison of the ratio of fixed pay to variable pay
   Analysis of executive directors pay as a percentage of total package
   58 Vodafone Group Plc




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##### Table of Contents



Governance
   Summary
    
    Grant policyBase salary     Set by the Remuneration Committee as part of the overall benchmarking
process (see previous page).
    
        Base salaries set annually on 1 July.     Benchmark assumed to be the market level for the role.Annual bonusGroup Short-Term Incentive 
Plan (GSTIP)(1)
    
    Remuneration Committee reviews performance against targets over the
financial year. Actual results measured against the budget set at the start of
the year.Summary of the plan in the 2010 financial year     2010 performance measures:
     Three key financial measures: operating profit (25%), service revenue (25%)
and free cash flow (35%); and
     Customer delight (15%)  customer satisfaction is a key component in the
Groups success.
Changes for the 2011 financial year     Performance measures for the 2011 financial year:
     Rebalance of weightings to focus on service revenue to stimulate top
line growth;
     Introduction of a competitive performance assessment to include customer
satisfaction; and
     Split of measures for the 2011 financial year: operating profit (20%),
service
revenue (30%), free cash flow (20%) and competitive performance
assessment (30%).
    
         Bonus levels reviewed annually. Mix of
performance measures and the performance
targets also reviewed.
     Annual bonus paid in cash in June each year for
performance over the previous financial year.
     Target bonus is 100% of base salary earned over
the financial year.
     Maximum bonus is 200% of base salary earned
and is only paid out for exceptional performance.Long-term incentives (details on page 60)Global long-term incentive plan (GLTI) base awards
    
         Long-term incentive all delivered in performance shares.
     Base award has vesting period of three years, subject to a matrix of two
performance measures over this period:
     Firstly, an operational performance measure (free cash flow); and
     Secondly, an equity performance multiplier (relative TSR).
     Performance details set out in more detail on page 60.
    
         Base award set annually and made in June.
     The Chief Executives base award will have a
target face value of 137.5% of base salary
(maximum 550%) in June 2010.
     The base award for other executive directors will
have a target face value of 110% of base salary
(maximum 440%) in June 2010.Co-investment matching awards
    
         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.
     Matching awards made under the GLTI plan have the same performance
measures as the base award.
     Matching award used to encourage increased share ownership and
supports the share ownership requirements set out below.
    
         Matching award made annually in June in line with
the investment made.
     Executive directors can co-invest up to two times
net base salary.
     Matching award will have a face value equal to
50% of the equivalent multiple of gross basic
salary invested.Share ownership 
requirements
    
         Option to co-invest into the GLTI plan designed to encourage executives
to meet their share ownership requirements.
    
         The Chief Executive is required to hold four times
base salary.     Ownership against the requirements must be met after five years.
     Progress towards this requirement reviewed by the Remuneration
Committee before granting long-term awards.
    
         Other executive directors are required to hold
three times base salary.Other remuneration 
Defined benefit pension
    
         The Chief Financial Officer is a member of the UK defined benefit scheme
for pensionable salary up to the scheme cap of £110,000. Details of this are
set out in the pensions table on page 63. He receives the cash allowance set
out below on pensionable salary over the scheme cap.
    
         The Chief Financial Officer is the only executive
director to receive this benefit.
     The UK defined benefit scheme closed to future
accrual by existing members on 31 March 2010.Defined contribution pension/cash allowance
    
         The pension contribution or cash allowance is available for the executives
to make provisions for their retirement.
    
         30% of basic salary taken either as a cash
payment or a pension contribution.Benefits     Company car or cash allowance worth £19,200 per annum.
    
         Benefits reviewed from time to time.     Private medical insurance.     Chauffeur services, where appropriate, to assist with their role.
  (1)
    
    GSTIP targets are not disclosed as they are commercially sensitive.
 Vodafone Group Plc 59




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##### Table of Contents



Underlying operational performance adjusted free cash flow
  
    
    Verizon Wireless additional distributions;
    
    Foreign exchange movements over the performance period; and
    
    Material one-off tax settlements.
  2011
    
    
    2010
    
    
    2009Vesting
    
    
    
    
    
    
    Vesting
    
    
    
    
    
    
    VestingPerformance
    
    £bn
    
    
    percentage
    
    
    £bn
    
    
    percentage
    
    
    £bn
    
    
    percentageThreshold
    
    
    17.50
    
    
    
    50
    %
    
    
    15.50
    
    
    
    50
    %
    
    
    15.50
    
    
    
    50
    %Target
    
    
    20.50
    
    
    
    100
    %
    
    
    18.00
    
    
    
    100
    %
    
    
    17.50
    
    
    
    100
    %Superior
    
    
    21.75
    
    
    
    150
    %
    
    
    19.25
    
    
    
    150
    %
    
    
    18.50
    
    
    
    150
    %Maximum
    
    
    23.00
    
    
    
    200
    %
    
    
    20.50
    
    
    
    200
    %
    
    
    19.50
    
    
    
    200
    %
  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
    %
   60 Vodafone Group Plc




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##### Table of Contents



Governance
  Reward elements
    
    Vittorio Colao
    
    Andy Halford
    
    Michel Combes
    
    Stephen PuseyBase salary
    
    Vittorios base salary was not
increased from £975,000 in
July 2009.
    
    Andys base salary was not
increased from £674,100 in July
2009.
    
    Michels base salary increased
from £720,000 to £740,000 on
1 June 2009 on promotion to
    
    Stephens base salary increased
from £445,200 to £500,000 on
1 June 2009 on promotion tothe Board.
    
    the Board.Annual bonus
    
    The target bonus was £975,000
and the maximum bonus was
£1,950,000.
    
    The target bonus was £674,100
and the maximum bonus was
£1,348,200.
    
    The target bonus was £736,667
and the maximum bonus was
£1,473,334.
    
    The target bonus was £490,867
and the maximum bonus was
£981,734.Long-term incentive plan
    
    In June 2009 the base award for
the Chief Executive had a face
value of 137.5% of base salary
at target.
    
    In July 2009 the base award for
the Chief Financial Officer had
a face value of 110% of base
salary at target.
    
    In June 2009 the base award for
the Chief Executive, Europe had
a face value of 110% of base
salary at target.
    
    In June 2009 the base award for
the Chief Technology Officer
had a face value of 110% of base
salary at target.Investment opportunity
    
    Vittorio invested 55% of the
maximum into the GLTI plan
(529,098 shares) and therefore
received a matching award
with a face value of 55% base
salary at target.
    
    Andy invested 73% of the
maximum into the GLTI plan
(486,146 shares) and therefore
received a matching award
with a face value of 73%
base salary at target.
    
    Michel invested 21% of the
maximum into the GLTI plan
(156,014) shares and therefore
received a matching award
with a face value of 21%
base salary at target.
    
    Stephen invested 30% of the
maximum into the GLTI plan
(147,896 shares) and therefore
received a matching award
with a face value of 30% base
salary at target.
      Vittorio Colao
    
    
    Andy Halford
    
    
    Michel Combes
    
    
    Stephen PuseyBase salaryBase salary effective from July 2010
    
    £
    1,065,000
    
    
    £
    700,000
    
    
    £
    770,000
    
    
    £
    550,000GSTIP (Annual bonus)(1)Target (100% of base salary earned over 2010)
    
    £
    975,000
    
    
    £
    674,100
    
    
    £
    736,667
    
    
    £
    490,867Percentage of target achieved for the 2010 financial year
    
    
    128.7
    %
    
    
    128.7
    %
    
    
    111.0
    %
    
    
    128.7
    %Actual bonus payout in June 2010
    
    £
    1,254,825
    
    
    £
    867,567
    
    
    £
    817,700
    
    
    £
    631,746GLTI share optionsExercise price
    
    
    162.5p
    
    
    
    162.5p
    
    
    
    
    
    
    
    162.5pGLTI share options awarded in July 2007
    
    
    3,003,575
    
    
    
    2,295,589
    
    
    
    
    
    
    
    947,556Vesting percentage based on three year earnings per share (EPS) growth
    
    
    100
    %
    
    
    100
    %
    
    
    
    
    
    
    100
    %GLTI share options vesting in 2010
    
    
    3,003,575
    
    
    
    2,295,589
    
    
    
    
    
    
    
    947,556GLTI performance sharesGLTI performance share awarded in July 2007
    
    
    1,557,409
    
    
    
    1,190,305
    
    
    
    
    
    
    
    491,325Vesting percentage based on relative TSR
    
    
    25
    %
    
    
    25
    %
    
    
    
    
    
    
    25
    %GLTI performance shares vesting in 2010
    
    
    389,352
    
    
    
    297,576
    
    
    
    
    
    
    
    122,831
  (1)
    
    More information on key performance indicators, against which Group performance is measured,
can be found in Key performance indicators on page 24.
 Vodafone Group Plc 61




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##### Table of Contents



Date ofservice agreement
    
    
    Notice periodVittorio Colao
    
    27 May 2008
    
    12 monthsAndy Halford
    
    20 May 2005
    
    12 monthsMichel Combes
    
    1 June 2009
    
    12 monthsStephen Pusey
    
    1 June 2009
    
    12 months
  
   Cascade of policy to Executive Committee  2010 financial yearTotal remuneration and base salaryMethodology consistent with the executive directors.Annual bonusThe annual bonus is based on the same measures. However in some circumstances these are measured
within a region or business area rather than across the whole Group.Long-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 plansGlobal AllShare PlanA significant number of employees were granted an award of 340 shares AllShares each on 1 July
2009. These awards vest after two years. In March 2010 the Remuneration Committee stated there
would be no further grants.SharesaveThe Vodafone Group 2008 Sharesave Plan is an HM Revenue & Customs (HMRC) approved scheme open to
all permanently employed UK staff. 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 65.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
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.
 Five year historical TSR performance growth in the value of a hypothetical £100 holding over five
years. FTSE 100 and FTSE Global Telecoms comparison based on spot values
 
  (1)
    
    Graph provided by Towers Watson and calculated according to a methodology that is compliant
with the requirements of The Large and Medium Sized Companies and Groups (Accounts & Reports)
Regulation 2008.(2)
    
    Data sources: FTSE and Datastream.(3)
    
    Performance of the Company shown by the graph is not indicative of vesting levels under the
Companys various incentive plans.
   62 Vodafone Group Plc




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##### Table of Contents



Governance
    Salary/fees
    
    
    Incentive 
schemes(1)
    
    
    Cash in lieu of pension
    
    
    Benefits/other(2)
    
    
    Total2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Chief Executive

Vittorio Colao
    
    
    975
    
    
    
    932
    
    
    
    1,255
    
    
    
    881
    
    
    
    292
    
    
    
    280
    
    
    
    146
    
    
    
    171
    
    
    
    2,668
    
    
    
    2,264Other executive directors
Andy Halford
    
    
    674
    
    
    
    666
    
    
    
    868
    
    
    
    650
    
    
    
    169
    
    
    
    167
    
    
    
    26
    
    
    
    25
    
    
    
    1,737
    
    
    
    1,508Michel Combes
    
    
    737
    
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    1,828
    
    
    
    Stephen Pusey
    
    
    491
    
    
    
    
    
    
    
    632
    
    
    
    
    
    
    
    147
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    1,308
    
    
    
    Former Chief Executive
Arun Sarin
    
    
    
    
    
    
    436
    
    
    
    
    
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    553
    
    
    
    
    
    
    
    1,423Total
    
    
    2,877
    
    
    
    2,034
    
    
    
    3,573
    
    
    
    1,965
    
    
    
    829
    
    
    
    447
    
    
    
    262
    
    
    
    749
    
    
    
    7,541
    
    
    
    5,195
 
 Notes:(1)
    
    These figures are the cash payouts from the 2010 financial year Vodafone Group Short-Term
Incentive Plan applicable to the year ended 31 March 2010. These awards are in relation to the
performance against targets in adjusted operating profit, service revenue, free cash flow, total
communications revenue and customer delight index for the financial year ended 31 March 2010.(2)
    
    Includes amounts in respect of cost of living allowance, private healthcare and car allowance. (1)
 2010
    
    
    2009£000
    
    
    £000Salaries and fees
    
    
    3,655
    
    
    
    3,896Incentive schemes(2)
    
    
    4,417
    
    
    
    2,984Cash in lieu of pension
    
    
    164
    
    
    
    399Benefits/other
    
    
    3,376
    
    
    
    2,949Total
    
    
    11,612
    
    
    
    10,228
 
 Notes:(1)
    
    Aggregate remuneration for senior management is in respect of those individuals who were
members of the Executive Committee during the year ended 31 March 2010, other than executive
directors, and reflects compensation paid from either 1 April 2009 or date of appointment to the Executive
Committee, to 31 March 2010 or date of leaving, where applicable.(2)
    
    Comprises the incentive scheme information for senior management 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 senior management are included in footnotes to Long-term incentives on
page 64.      Transfer value
    
    
    EmployerChange in
    
    
    Change in
    
    
    of increase
    
    
    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 2010(1)
    
    
    the year(1)
    
    
    March 2010(2)
    
    
    March 2009(2)
    
    
    contributions
    
    
    inflation
    
    
    contributions
    
    
    plans£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Vittorio Colao
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andy Halford
    
    
    17.8
    
    
    
    (6.5
    )
    
    
    628.0
    
    
    
    543.6
    
    
    
    80.6
    
    
    
    (6.2
    )
    
    
    
    
    
    
    Michel Combes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen Pusey
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 Notes:(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. 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 accrued benefit of £17,800 shown above is Andy Halfords
pension after the application of an early
retirement factor and after cash has been taken. There is therefore a negative change in accrued
benefit over the year. The accrued pension benefits earned by the directors are those which would
be paid annually on retirement, based on service to the end of the year, at the normal retirement
age. The increase in accrued pension excludes any increase for inflation.(2)
    
    The transfer values 31 March 2010 have 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 values disclosed above do not represent a sum paid or payable to the
individual director. Instead they represent a potential liability of the pension scheme.  Vodafone Group Plc 63




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##### Table of Contents



Historic medium-term incentives
  Shares forfeited
    
    
    Shares vestedTotal interest
    
    
    during the year in respect
    
    
    during the year in respectin DSB at
    
    
    of the 2008 and
    
    
    of the 2008 and 2009
    
    
    Total interest in DSB1 April 2009
    
    
    2009 financial years
    
    
    financial years(1)(2)
    
    
    at 31 March 2010Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Total valueof shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    £000Vittorio Colao
    
    
    153,671
    
    
    
    
    
    
    
    153,671
    
    
    
    
    
    
    
    Andy Halford
    
    
    275,820
    
    
    
    
    
    
    
    275,820
    
    
    
    
    
    
    
    Michel Combes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen Pusey
    
    
    93,670
    
    
    
    
    
    
    
    93,670
    
    
    
    
    
    
    
    Total
    
    
    523,161
    
    
    
    
    
    
    
    523,161
    
    
    
    
    
    
    
    
 
 Notes:(1)
    
    The shares vesting gave rise to cash payments equal to the equivalent value of dividends over
the vesting period. These cash payments equated to £23,481 for Vittorio Colao, £42,145 for Andy
Halford and £14,313 for Stephen Pusey.(2)
    
    Shares granted on 15 June 2007 vested on 15 June 2009. The closing mid-market share prices at
these dates were 163.2 pence and 112.9 pence respectively. The performance condition for this award
was a requirement to achieve 85% of the cumulative planned free cash flow target for the 2008 and
2009 financial years, which was met in full.  Long-term incentives
 Performance shares
  Total interestin performance
    
    
    Shares
    
    
    Sharesshares at
    
    
    conditionally
    
    
    forfeited
    
    
    Shares
    
    
    Total interest
    
    
    
    
    
    
    Market1 April 2009
    
    
    awarded
    
    
    during
    
    
    vested during
    
    
    in performance
    
    
    
    
    
    
    price at dateor date of
    
    
    during the 2010
    
    
    the 2010
    
    
    the 2010
    
    
    shares at
    
    
    
    
    
    
    awardsappointment
    
    
    financial year(1)
    
    
    financial year(2)
    
    
    financial year
    
    
    31 March 2010(3)
    
    
    Total value(4)
    
    
    granted
    
    
    Vesting dateNumber
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Numberof shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    of shares
    
    
    £000
    
    
    PenceVittorio Colao2006
    
    
    1,073,465
    
    
    
    
    
    
    
    (1,073,465
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115.75
    
    
    Jul 20092007
    
    
    1,557,409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,557,409
    
    
    
    2,367
    
    
    
    156.00
    
    
    Jul 20102008
    
    
    7,127,741
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,127,741
    
    
    
    10,834
    
    
    
    129.95
    
    
    Jul 20112009
    
    
    
    
    
    
    6,382,861
    
    
    
    
    
    
    
    
    
    
    
    6,382,861
    
    
    
    9,702
    
    
    
    117.20
    
    
    Jul 2012Total
    
    
    9,758,615
    
    
    
    6,382,861
    
    
    
    (1,073,465
    )
    
    
    
    
    
    
    15,068,011
    
    
    
    22,903Andy Halford2006
    
    
    946,558
    
    
    
    
    
    
    
    (946,558
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115.75
    
    
    Jul 20092007
    
    
    1,190,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,190,305
    
    
    
    1,809
    
    
    
    156.00
    
    
    Jul 20102008
    
    
    4,357,399
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,357,399
    
    
    
    6,623
    
    
    
    129.95
    
    
    Jul 20112009
    
    
    
    
    
    
    4,201,690
    
    
    
    
    
    
    
    
    
    
    
    4,201,690
    
    
    
    6,387
    
    
    
    117.20
    
    
    Jul 2012Total
    
    
    6,494,262
    
    
    
    4,201,690
    
    
    
    (946,558
    )
    
    
    
    
    
    
    9,749,394
    
    
    
    14,819Michel Combes2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jul 20092007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jul 20102008
    
    
    3,326,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,326,701
    
    
    
    5,057
    
    
    
    129.95
    
    
    Jul 20112009
    
    
    
    
    
    
    3,305,625
    
    
    
    
    
    
    
    
    
    
    
    3,305,625
    
    
    
    5,025
    
    
    
    117.20
    
    
    Jul 2012Total
    
    
    3,326,701
    
    
    
    3,305,625
    
    
    
    
    
    
    
    
    
    
    
    6,632,326
    
    
    
    10,082Stephen Pusey2006
    
    
    319,680
    
    
    
    
    
    
    
    (319,680
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115.75
    
    
    Jul 20092007
    
    
    491,325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    491,325
    
    
    
    747
    
    
    
    156.00
    
    
    Jul 20102008
    
    
    1,442,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,442,976
    
    
    
    2,193
    
    
    
    129.95
    
    
    Jul 20112009
    
    
    
    
    
    
    2,383,697
    
    
    
    
    
    
    
    
    
    
    
    2,383,697
    
    
    
    3,623
    
    
    
    117.20
    
    
    Jul 2012Total
    
    
    2,253,981
    
    
    
    2,383,697
    
    
    
    (319,680
    )
    
    
    
    
    
    
    4,317,998
    
    
    
    6,563
 
 Notes:(1)
    
    The awards were granted during the year under the Vodafone Global Incentive Plan using an
average of the closing share prices on each of the five working days prior to and including 29 June
being 117.5 pence. These awards have a performance period running from 1 April 2009 to 31 March
2012. The performance conditions are a matrix of free cash flow performance and relative total
shareholder return. The vesting date will be in June 2012.(2)
    
    Shares granted on 25 July 2006 were forfeited on 25 July 2009. The performance condition on
these awards was a relative total shareholder return measure against the companies making up the
FTSE Global Telecoms index at the start of the performance period. This condition was not met.(3)
    
    The total interest at 31 March 2010 includes awards over three different performance periods
ending on 31 March 2010, 31 March 2011 and 31 March 2012. The performance condition for the award
vesting in July 2010 is relative shareholder return measured against companies from the FTSE Global
Telecoms index taken at the start of the performance period.(4)
    
    The total value is calculated using the closing mid-market share price at 31 March 2010 of
152.0 pence.  64    Vodafone Group Plc




---



##### Table of Contents



Governance
 Share options
   Options
    
    
    Options
    
    
    OptionsAt
    
    
    granted
    
    
    exercised
    
    
    lapsed1 April 2009
    
    
    during the
    
    
    during the
    
    
    during the
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marketor date of
    
    
    2010 financial
    
    
    2010 financial
    
    
    2010 financial
    
    
    held at
    
    
    Option
    
    
    Date from
    
    
    
    
    
    price onGrant
    
    appointment
    
    
    year
    
    
    year
    
    
    year
    
    
    31 March 2010
    
    
    price
    
    
    which
    
    Expiry
    
    exercisedate(1)
    
    Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Pence(2)
    
    
    exercisable
    
    date
    
    PenceVittorio ColaoGIP
    
    Nov 2006
    
    
    3,472,975
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,472,975
    
    
    
    135.50
    
    
    Nov 2009
    
    Nov 2016
    
    
    GIP
    
    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
    
    
    
    
    
    
    6,476,550
    
    
    
    16,568
    
    
    
    
    
    
    
    
    
    
    
    6,493,118Andy HalfordCSOS
    
    Jul 1999
    
    
    11,500
    
    
    
    
    
    
    
    
    
    
    
    (11,500
    )
    
    
    
    
    
    
    255.00
    
    
    Jul 2002
    
    Jul 2009
    
    
    ESOS
    
    Jul 1999
    
    
    114,000
    
    
    
    
    
    
    
    
    
    
    
    (114,000
    )
    
    
    
    
    
    
    255.00
    
    
    Jul 2002
    
    Jul 2009
    
    
    CSOS
    
    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 2002
    
    
    94,444
    
    
    
    
    
    
    
    (94,444
    )
    
    
    
    
    
    
    
    
    
    
    90.00
    
    
    Jul 2005
    
    Jul 2012
    
    
    146.70LTSIP
    
    Jul 2003
    
    
    233,333
    
    
    
    
    
    
    
    (233,333
    )
    
    
    
    
    
    
    
    
    
    
    119.25
    
    
    Jul 2006
    
    Jul 2013
    
    
    146.70LTSIP
    
    Jul 2004
    
    
    226,808
    
    
    
    
    
    
    
    (226,808
    )
    
    
    
    
    
    
    
    
    
    
    119.00
    
    
    Jul 2007
    
    Jul 2014
    
    
    146.70LTSIP
    
    Jul 2005
    
    
    1,291,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,291,326
    
    
    
    145.25
    
    
    Jul 2008
    
    Jul 2015
    
    
    GIP
    
    Jul 2006
    
    
    3,062,396
    
    
    
    
    
    
    
    (3,062,396
    )
    
    
    
    
    
    
    
    
    
    
    115.25
    
    
    Jul 2009
    
    Jul 2016
    
    
    146.70SAYE
    
    Jul 2006
    
    
    10,202
    
    
    
    
    
    
    
    (10,202
    )
    
    
    
    
    
    
    
    
    
    
    91.64
    
    
    Sep 2009
    
    Feb 2010
    
    
    131.95GIP
    
    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
    
    
    
    
    
    
    7,558,898
    
    
    
    9,669
    
    
    
    (3,627,183
    )
    
    
    (125,500
    )
    
    
    3,815,884Stephen PuseyGIP
    
    Nov 2006
    
    
    1,034,259
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,034,259
    
    
    
    135.50
    
    
    Nov 2009
    
    Nov 2016
    
    
    GIP
    
    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
    
    
    
    
    
    
    1,981,815
    
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    1,991,484Michel CombesSAYE
    
    Jul 2009
    
    
    
    
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    9,699
    
    
    
    93.85
    
    
    Sep 2012
    
    Feb 2013
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    9,669
    
    
    
    
    
    
    
    
    
    
    
    9,699
 
 Notes:(1)
    
    The unvested award granted in July 2007 has a performance period ending on 31 March 2010. The
performance condition for this award is three year EPS growth ranges of 5% to 8% per annum.(2)
    
    The closing mid-market share price on 31 March 2010 was 152.0 pence. The highest mid-market share price
during the year was 153.8 pence and the lowest price was 111.2 pence. Vodafone Group Plc 65




---



##### Table of Contents



Fees payable (£000s)From
    
    
    FromPosition/role
    
    1 April 2010
    
    
    1 April 2009Chairman(1)
    
    
    600
    
    
    
    575Deputy Chairman
    
    
    160
    
    
    
    155Non-executive director
    
    
    115
    
    
    
    110Chairmanship of Audit Committee
    
    
    25
    
    
    
    25Chairmanship of Remuneration Committee
    
    
    20
    
    
    
    20
 
 Note:(1)
    
    From 1 April 2010 the Chairmans fee also includes the fee for the Chairmanship of the
Nominations and Governance Committee.
 Date of
    
    Date ofletter of appointment
    
    re-electionJohn Buchanan
    
    28 April 2003
    
    AGM 2010Alan Jebson
    
    7 November 2006
    
    AGM 2010Samuel Jonah
    
    9 March 2009
    
    AGM 2010Nick Land
    
    7 November 2006
    
    AGM 2010Anne Lauvergeon
    
    20 September 2005
    
    AGM 2010Simon Murray
    
    16 May 2007
    
    
    n/aLuc Vandevelde
    
    24 June 2003
    
    AGM 2010Anthony Watson
    
    6 February 2006
    
    AGM 2010Philip Yea
    
    14 July 2005
    
    AGM 2010
   (1)
 Salary/fees
    
    
    Benefits
    
    
    Total2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Chairman
Sir John Bond
    
    
    575
    
    
    
    575
    
    
    
    3
    
    
    
    27
    
    
    
    578
    
    
    
    602Deputy Chairman
John Buchanan
    
    
    155
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    155Non-executive directors
Dr Michael Boskin
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63Alan Jebson
    
    
    146
    
    
    
    146
    
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    146Samuel Jonah
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    Nick Land
    
    
    135
    
    
    
    127
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    127Anne Lauvergeon
    
    
    110
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    110Simon Murray
    
    
    110
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    110Professor Jürgen Schrempp
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Luc Vandevelde
    
    
    130
    
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    130Anthony Watson
    
    
    110
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    110Philip Yea
    
    
    110
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    110Total
    
    
    1,721
    
    
    
    1,673
    
    
    
    3
    
    
    
    27
    
    
    
    1,724
    
    
    
    1,700
 
 Note:(1)
    
    Former Chairman, Lord MacLaurin, received consulting fees of £42,000 during the year, together
with continued benefits valued at £4,700 from his previous arrangements. These arrangements ended
in July 2009. 66 Vodafone Group Plc




---



##### Table of Contents



Governance
   1 April 2009 or17 May 2010
    
    
    31 March 2010
    
    
    date of appointmentSir John Bond
    
    
    357,584
    
    
    
    357,584
    
    
    
    237,345John Buchanan
    
    
    211,055
    
    
    
    211,055
    
    
    
    211,055Vittorio Colao
    
    
    1,575,567
    
    
    
    1,575,567
    
    
    
    1,046,149Andy Halford
    
    
    2,186,709
    
    
    
    2,186,541
    
    
    
    1,211,095Michel Combes
    
    
    392,389
    
    
    
    392,223
    
    
    
    232,827Stephen Pusey
    
    
    402,599
    
    
    
    402,599
    
    
    
    254,293Alan Jebson
    
    
    82,340
    
    
    
    82,340
    
    
    
    75,000Samuel Jonah
    
    
    
    
    
    
    
    
    
    
    Nick Land
    
    
    35,000
    
    
    
    35,000
    
    
    
    35,000Anne Lauvergeon
    
    
    28,936
    
    
    
    28,936
    
    
    
    28,936Simon Murray
    
    
    246,250
    
    
    
    246,250
    
    
    
    157,500Luc Vandevelde
    
    
    72,829
    
    
    
    72,829
    
    
    
    72,500Anthony Watson
    
    
    115,000
    
    
    
    115,000
    
    
    
    115,000Philip Yea
    
    
    61,250
    
    
    
    61,250
    
    
    
    61,250
  Interests in share options of the Company
       Luc Vandevelde
 Vodafone Group Plc 67




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##### Table of Contents



Directors statement of responsibility
    
    
    69Audit report on internal controls
    
    
    70Critical accounting estimates
    
    
    71Audit report on the consolidated financial statements
    
    
    73Consolidated financial statements
    
    
    74Consolidated income statement
    
    
    74Consolidated statement of comprehensive income
    
    
    74Consolidated statement of financial position
    
    
    75Consolidated statement of changes in equity
    
    
    76Consolidated statement of cash flows
    
    
    77Notes to the consolidated financial statements:1. Basis of preparation
    
    
    782. Significant accounting policies
    
    
    783. Segment analysis
    
    
    844. Operating profit
    
    
    865. Investment income and financing costs
    
    
    876. Taxation
    
    
    887. Equity dividends
    
    
    908. Earnings per share
    
    
    909. Intangible assets
    
    
    9110. Impairment
    
    
    9211. Property, plant and equipment
    
    
    9512. Principal subsidiaries
    
    
    9613. Investments in joint ventures
    
    
    9714. Investments in associates
    
    
    9815. Other investments
    
    
    9816. Inventory
    
    
    9917. Trade and other receivables
    
    
    9918. Cash and cash equivalents
    
    
    10019. Called up share capital
    
    
    10020. Share-based payments
    
    
    10121. Capital and financial risk management
    
    
    10322. Borrowings
    
    
    10523. Post employment benefits
    
    
    10924. Provisions
    
    
    11125. Trade and other payables
    
    
    11126. Acquisitions
    
    
    11227. Reconciliation of net cash flow from operating activities
    
    
    11328. Commitments
    
    
    11429. Contingent liabilities
    
    
    11430. Directors and key management compensation
    
    
    11631. Related party transactions
    
    
    11632. Employees
    
    
    117
 Audit report on the Company financial statements
    
    
    118Company financial statements of Vodafone Group Plc
    
    
    119Notes to the Company financial statements:
    
    
    1201. Basis of preparation
    
    
    1202. Significant accounting policies
    
    
    1203. Fixed assets
    
    
    1214. Debtors
    
    
    1215. Other investments
    
    
    1226. Creditors
    
    
    1227. Share capital
    
    
    1228. Share-based payments
    
    
    1239. Reserves and reconciliation of movements
in equity shareholders funds
    
    
    12310. Equity dividends
    
    
    12311. Contingent liabilities
    
    
    124Separate financial statements required by Rule 3-09
of Regulation S-X
    
    
    B-1Report of Independent Registered Public Accounting Firm
    
    
    B-29
   68 Vodafone Group Plc




---



##### Table of Contents



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 adopted for use in the EU;
    
    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.
 £mTotal assets
    
    
    8,996Net assets
    
    
    5,717Revenue
    
    
    4,450Profit for the financial year
    
    
    122
      Rosemary Martin
   Vodafone Group Plc 69




---



##### Table of Contents



Deloitte LLP
   70 Vodafone Group Plc




---



##### Table of Contents



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.
  
 
 Vodafone Group Plc 71




---



##### Table of Contents



Licences and spectrum fees
  Customer bases
  Capitalised software
   72   Vodafone Group Plc




---



##### Table of Contents



Financials
 
   Deloitte LLP
   Vodafone Group Plc 73




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Note
    
    
    £m
    
    
    £m
    
    
    £mRevenue
    
    
    3
    
    
    
    44,472
    
    
    
    41,017
    
    
    
    35,478Cost of sales
    
    
    
    
    
    
    (29,439
    )
    
    
    (25,842
    )
    
    
    (21,890
    )Gross profit
    
    
    
    
    
    
    15,033
    
    
    
    15,175
    
    
    
    13,588Selling and distribution expenses
    
    
    
    
    
    
    (2,981
    )
    
    
    (2,738
    )
    
    
    (2,511
    )Administrative expenses
    
    
    
    
    
    
    (5,328
    )
    
    
    (4,771
    )
    
    
    (3,878
    )Share of result in associates
    
    
    14
    
    
    
    4,742
    
    
    
    4,091
    
    
    
    2,876Impairment losses, net
    
    
    10
    
    
    
    (2,100
    )
    
    
    (5,900
    )
    
    
    Other income and expense
    
    
    
    
    
    
    114
    
    
    
    
    
    
    
    (28
    )Operating profit
    
    
    4
    
    
    
    9,480
    
    
    
    5,857
    
    
    
    10,047Non-operating income and expense
    
    
    
    
    
    
    (10
    )
    
    
    (44
    )
    
    
    254Investment income
    
    
    5
    
    
    
    716
    
    
    
    795
    
    
    
    714Financing costs
    
    
    5
    
    
    
    (1,512
    )
    
    
    (2,419
    )
    
    
    (2,014
    )Profit before taxation
    
    
    
    
    
    
    8,674
    
    
    
    4,189
    
    
    
    9,001Income tax expense
    
    
    6
    
    
    
    (56
    )
    
    
    (1,109
    )
    
    
    (2,245
    )Profit for the financial year
    
    
    
    
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756Attributable to: Equity shareholders
    
    
    
    
    
    
    8,645
    
    
    
    3,078
    
    
    
    6,660 Non-controlling interests
    
    
    
    
    
    
    (27
    )
    
    
    2
    
    
    
    968,618
    
    
    
    3,080
    
    
    
    6,756Basic earnings per share
    
    
    8
    
    
    
    16.44p
    
    
    
    5.84p
    
    
    
    12.56pDiluted earnings per share
    
    
    8
    
    
    
    16.36p
    
    
    
    5.81p
    
    
    
    12.50p
 
   2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mGains/(losses) on revaluation of available-for-sale investments, net of tax
    
    
    206
    
    
    
    (2,383
    )
    
    
    1,949Foreign exchange translation differences, net of tax
    
    
    (1,021
    )
    
    
    12,375
    
    
    
    5,537Net actuarial losses on defined benefit pension schemes, net of tax
    
    
    (104
    )
    
    
    (163
    )
    
    
    (37
    )Revaluation gain
    
    
    860
    
    
    
    68
    
    
    
    Foreign exchange gains transferred to the income statement
    
    
    (84
    )
    
    
    (3
    )
    
    
    (7
    )Fair value losses/(gains) transferred to the income statement
    
    
    3
    
    
    
    
    
    
    
    (570
    )Other, net of tax
    
    
    67
    
    
    
    (40
    )
    
    
    37Other comprehensive (loss)/income
    
    
    (73
    )
    
    
    9,854
    
    
    
    6,909Profit for the financial year
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756Total comprehensive income for the year
    
    
    8,545
    
    
    
    12,934
    
    
    
    13,665Attributable to: Equity shareholders
    
    
    8,312
    
    
    
    13,037
    
    
    
    13,912 Non-controlling interests
    
    
    233
    
    
    
    (103
    )
    
    
    (247
    )8,545
    
    
    
    12,934
    
    
    
    13,665
  74 Vodafone Group Plc




---



##### Table of Contents



Consolidated statement of financial position
    
    Financials
  2010
    
    
    2009Note
    
    
    £m
    
    
    £mNon-current assetsGoodwill
    
    
    9
    
    
    
    51,838
    
    
    
    53,958Other intangible assets
    
    
    9
    
    
    
    22,420
    
    
    
    20,980Property, plant and equipment
    
    
    11
    
    
    
    20,642
    
    
    
    19,250Investments in associates
    
    
    14
    
    
    
    36,377
    
    
    
    34,715Other investments
    
    
    15
    
    
    
    7,591
    
    
    
    7,060Deferred tax assets
    
    
    6
    
    
    
    1,033
    
    
    
    630Post employment benefits
    
    
    23
    
    
    
    34
    
    
    
    8Trade and other receivables
    
    
    17
    
    
    
    2,831
    
    
    
    3,069142,766
    
    
    
    139,670Current assetsInventory
    
    
    16
    
    
    
    433
    
    
    
    412Taxation recoverable
    
    
    
    
    
    
    191
    
    
    
    77Trade and other receivables
    
    
    17
    
    
    
    8,784
    
    
    
    7,662Other investments
    
    
    15
    
    
    
    388
    
    
    
    Cash and cash equivalents
    
    
    18
    
    
    
    4,423
    
    
    
    4,87814,219
    
    
    
    13,029Total assets
    
    
    
    
    
    
    156,985
    
    
    
    152,699EquityCalled up share capital
    
    
    19
    
    
    
    4,153
    
    
    
    4,153Additional paid-in capital
    
    
    
    
    
    
    153,509
    
    
    
    153,348Treasury shares
    
    
    
    
    
    
    (7,810
    )
    
    
    (8,036
    )Retained losses
    
    
    
    
    
    
    (79,655
    )
    
    
    (83,820
    )Accumulated other comprehensive income
    
    
    
    
    
    
    20,184
    
    
    
    20,517Total equity shareholders funds
    
    
    
    
    
    
    90,381
    
    
    
    86,162Non-controlling interests
    
    
    
    
    
    
    3,379
    
    
    
    1,787Put options over non-controlling interests
    
    
    
    
    
    
    (2,950
    )
    
    
    (3,172
    )Total non-controlling interests
    
    
    
    
    
    
    429
    
    
    
    (1,385
    )Total equity
    
    
    
    
    
    
    90,810
    
    
    
    84,777Non-current liabilitiesLong-term borrowings
    
    
    22
    
    
    
    28,632
    
    
    
    31,749Deferred tax liabilities
    
    
    6
    
    
    
    7,377
    
    
    
    6,642Post employment benefits
    
    
    23
    
    
    
    237
    
    
    
    240Provisions
    
    
    24
    
    
    
    497
    
    
    
    533Trade and other payables
    
    
    25
    
    
    
    816
    
    
    
    81137,559
    
    
    
    39,975Current liabilitiesShort-term borrowings
    
    
    22
    
    
    
    11,163
    
    
    
    9,624Current taxation liabilities
    
    
    
    
    
    
    2,874
    
    
    
    4,552Provisions
    
    
    24
    
    
    
    497
    
    
    
    373Trade and other payables
    
    
    25
    
    
    
    14,082
    
    
    
    13,39828,616
    
    
    
    27,947Total equity and liabilities
    
    
    
    
    
    
    156,985
    
    
    
    152,699
  /s/ Vittorio Colao
    
    /s/ Andy HalfordVittorio Colao
    
    Andy HalfordChief Executive
    
    Chief Financial Officer
  Vodafone Group Plc 75




---



##### Table of Contents



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 2007
    
    
    4,172
    
    
    
    152,889
    
    
    
    (8,047
    )
    
    
    (85,253
    )
    
    
    101
    
    
    
    (59
    )
    
    
    3,152
    
    
    
    112
    
    
    
    
    
    
    
    67,067
    
    
    
    226
    
    
    
    67,293Issue or reissue of shares
    
    
    10
    
    
    
    129
    
    
    
    191
    
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    270
    
    
    
    
    
    
    
    270Redemption or cancellation
of shares
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share-based payment
    
    
    
    
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114
    
    
    
    
    
    
    
    114Acquisition of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,435
    )
    
    
    (1,435
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,660
    
    
    
    5,873
    
    
    
    (37
    )
    
    
    1,379
    
    
    
    
    
    
    
    37
    
    
    
    13,912
    
    
    
    (247
    )
    
    
    13,665Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,660
    
    
    
    96
    
    
    
    6,756OCI  before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,827
    
    
    
    (47
    )
    
    
    1,949
    
    
    
    
    
    
    
    37
    
    
    
    7,766
    
    
    
    (343
    )
    
    
    7,423OCI  taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    63Transfer to the income statement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (570
    )
    
    
    
    
    
    
    
    
    
    
    (577
    )
    
    
    
    
    
    
    (577
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,653
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,653
    )
    
    
    (113
    )
    
    
    (3,766
    )Equity put rights and similar arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    333Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (3
    )31 March 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    90,810
 Note:(1)
    
    Includes share premium and the capital redemption reserve. 76   Vodafone Group Plc




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##### Table of Contents



Consolidated statement of cash flows
    
    Financials
  2010
    
    
    2009
    
    
    2008Note
    
    
    £m
    
    
    £m
    
    
    £mNet cash flow from operating activities
    
    
    27
    
    
    
    13,064
    
    
    
    12,213
    
    
    
    10,474Cash flows from investing activitiesPurchase of interests in subsidiaries and joint ventures, net of cash acquired
    
    
    
    
    
    
    (1,777
    )
    
    
    (1,389
    )
    
    
    (5,957
    )Purchase of intangible assets
    
    
    
    
    
    
    (2,134
    )
    
    
    (1,764
    )
    
    
    (846
    )Purchase of property, plant and equipment
    
    
    
    
    
    
    (4,841
    )
    
    
    (5,204
    )
    
    
    (3,852
    )Purchase of investments
    
    
    
    
    
    
    (522
    )
    
    
    (133
    )
    
    
    (96
    )Disposal of interests in subsidiaries, net of cash disposed
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    Disposal of interests in associates
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    Disposal of property, plant and equipment
    
    
    
    
    
    
    48
    
    
    
    317
    
    
    
    39Disposal of investments
    
    
    
    
    
    
    17
    
    
    
    253
    
    
    
    785Dividends received from associates
    
    
    
    
    
    
    1,436
    
    
    
    647
    
    
    
    873Dividends received from investments
    
    
    
    
    
    
    141
    
    
    
    108
    
    
    
    72Interest received
    
    
    
    
    
    
    195
    
    
    
    302
    
    
    
    438Net cash flow from investing activities
    
    
    
    
    
    
    (7,437
    )
    
    
    (6,834
    )
    
    
    (8,544
    )Cash flows from financing activitiesIssue of ordinary share capital and reissue of treasury shares
    
    
    
    
    
    
    70
    
    
    
    22
    
    
    
    310Net movement in short-term borrowings
    
    
    
    
    
    
    227
    
    
    
    (25
    )
    
    
    (716
    )Proceeds from issue of long-term borrowings
    
    
    
    
    
    
    4,217
    
    
    
    6,181
    
    
    
    1,711Repayment of borrowings
    
    
    
    
    
    
    (5,184
    )
    
    
    (2,729
    )
    
    
    (3,847
    )Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    (963
    )
    
    
    B share capital redemption
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    (7
    )Equity dividends paid
    
    
    
    
    
    
    (4,139
    )
    
    
    (4,013
    )
    
    
    (3,658
    )Dividends paid to non-controlling shareholders in subsidiaries
    
    
    
    
    
    
    (56
    )
    
    
    (162
    )
    
    
    (113
    )Amounts received from non-controlling shareholders
    
    
    
    
    
    
    613
    
    
    
    618
    
    
    
    Interest paid
    
    
    
    
    
    
    (1,601
    )
    
    
    (1,470
    )
    
    
    (1,545
    )Net cash flow from financing activities
    
    
    
    
    
    
    (5,853
    )
    
    
    (2,556
    )
    
    
    (7,865
    )Net cash flow
    
    
    
    
    
    
    (226
    )
    
    
    2,823
    
    
    
    (5,935
    )Cash and cash equivalents at beginning of the financial year
    
    
    18
    
    
    
    4,846
    
    
    
    1,652
    
    
    
    7,458Exchange (loss)/gain on cash and cash equivalents
    
    
    
    
    
    
    (257
    )
    
    
    371
    
    
    
    129Cash and cash equivalents at end of the financial year
    
    
    18
    
    
    
    4,363
    
    
    
    4,846
    
    
    
    1,652
  Vodafone Group Plc 77




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##### Table of Contents



IFRIC 13  Customer Loyalty Programmes
  IAS 23 (Revised)  Borrowing Costs
  IAS 1 (Revised)  Presentation of Financial Statements
  IFRS 7  Financial Instruments: Disclosure
 
    
    Amendment to IAS 39 Financial Instruments: Recognition and Measurement  Exposures Qualifying for Hedge Accounting, effective for annual periods beginning on or after 1
July 2009.
    
    Embedded derivatives: Amendments to IFRIC 9 and IAS 39, effective for annual periods
beginning on or after 30 June 2009.
    
    Improvements to IFRSs issued in April 2009 are effective over a range of dates, with
the earliest being for annual periods beginning on or after 1 January 2010.
    
    IFRS 1, Additional Exemptions for First-time Adopters, effective for periods beginning on or after 1
January 2010. This standard has not yet been endorsed for use in the EU.
    
    IFRS for Small and Medium-Sized Entities, issued July 2009, effective immediately. This
standard has not yet been endorsed for use in the EU.
    
    IFRS 2, Group Cash-settled Share-based Payment Transactions, effective for periods
beginning on or after 1 January 2010.
    
    Amendment to IAS 32, Classification of Rights Issues, effective for annual periods
beginning on or after 1 February 2010.
    
    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.
This amendment has not yet been endorsed for use in the EU.
    
    Amendment to IFRIC 14,
Prepayments on a Minimum Funding Requirement, effective for annual periods beginning on or after
1 January 2011. This interpretation has not yet been endorsed for use in the EU.
    
    IFRIC 17, Distributions of Non-cash Assets to Owners, effective for annual periods
beginning on or after 1 July 2009.
    
    IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments, effective annual
periods beginning on or after 1 July 2010 with early adoption permitted.
This interpretation has not yet been endorsed for use in the EU.
   78   Vodafone Group Plc




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##### Table of Contents



Financials
  
 Goodwill
       Finite lived intangible assets
  Licence and spectrum fees
   Vodafone Group Plc 79




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##### Table of Contents



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 leaseEquipment, fixtures and fittings:
    
    Network infrastructure
    
    3  25 years
    
    Other
    
    3  10 years
 Goodwill
     Property, plant and equipment and finite lived intangible assets
   80   Vodafone Group Plc




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##### Table of Contents



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.
 
   Vodafone Group Plc 81




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##### Table of Contents



Trade receivables
  Other investments
 Cash and cash equivalents
  Trade payables
  Financial liabilities and equity instruments
  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.
   82   Vodafone Group Plc




---



##### Table of Contents



Financials
  Fair value hedges
  Net investment hedges
  Put option arrangements
 
   Vodafone Group Plc 83




---



##### Table of Contents



Segment
    
    
    Common
    
    
    Intra-region
    
    
    Regional
    
    
    Inter-region
    
    
    Group
    
    
    Adjustedrevenue
    
    
    Functions
    
    
    revenue
    
    
    revenue
    
    
    revenue
    
    
    revenue
    
    
    EBITDA£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m31 March 2010Germany
    
    
    8,008
    
    
    
    
    
    
    
    (37
    )
    
    
    7,971
    
    
    
    (12
    )
    
    
    7,959
    
    
    
    3,122Italy
    
    
    6,027
    
    
    
    
    
    
    
    (37
    )
    
    
    5,990
    
    
    
    (5
    )
    
    
    5,985
    
    
    
    2,843Spain
    
    
    5,713
    
    
    
    
    
    
    
    (79
    )
    
    
    5,634
    
    
    
    (4
    )
    
    
    5,630
    
    
    
    1,956UK
    
    
    5,025
    
    
    
    
    
    
    
    (45
    )
    
    
    4,980
    
    
    
    (12
    )
    
    
    4,968
    
    
    
    1,141Other Europe(1)
    
    
    5,354
    
    
    
    
    
    
    
    (51
    )
    
    
    5,303
    
    
    
    (5
    )
    
    
    5,298
    
    
    
    1,865Europe
    
    
    30,127
    
    
    
    
    
    
    
    (249
    )
    
    
    29,878
    
    
    
    (38
    )
    
    
    29,840
    
    
    
    10,927Vodacom(2)
    
    
    4,450
    
    
    
    
    
    
    
    
    
    
    
    4,450
    
    
    
    (7
    )
    
    
    4,443
    
    
    
    1,528Other Africa and Central Europe(3)
    
    
    3,576
    
    
    
    
    
    
    
    
    
    
    
    3,576
    
    
    
    (53
    )
    
    
    3,523
    
    
    
    799Africa and Central Europe
    
    
    8,026
    
    
    
    
    
    
    
    
    
    
    
    8,026
    
    
    
    (60
    )
    
    
    7,966
    
    
    
    2,327India
    
    
    3,114
    
    
    
    
    
    
    
    (1
    )
    
    
    3,113
    
    
    
    (20
    )
    
    
    3,093
    
    
    
    807Other Asia Pacific and Middle East(4)
    
    
    3,368
    
    
    
    
    
    
    
    
    
    
    
    3,368
    
    
    
    (31
    )
    
    
    3,337
    
    
    
    1,033Asia Pacific and Middle East
    
    
    6,482
    
    
    
    
    
    
    
    (1
    )
    
    
    6,481
    
    
    
    (51
    )
    
    
    6,430
    
    
    
    1,840Common Functions(5)
    
    
    
    
    
    
    269
    
    
    
    
    
    
    
    269
    
    
    
    (33
    )
    
    
    236
    
    
    
    (359
    )Group(6)
    
    
    44,635
    
    
    
    269
    
    
    
    (250
    )
    
    
    44,654
    
    
    
    (182
    )
    
    
    44,472
    
    
    
    14,735Verizon Wireless(6)
    
    
    17,222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,68931 March 2009Germany
    
    
    7,847
    
    
    
    
    
    
    
    (52
    )
    
    
    7,795
    
    
    
    (16
    )
    
    
    7,779
    
    
    
    3,225Italy
    
    
    5,547
    
    
    
    
    
    
    
    (36
    )
    
    
    5,511
    
    
    
    (6
    )
    
    
    5,505
    
    
    
    2,565Spain
    
    
    5,812
    
    
    
    
    
    
    
    (93
    )
    
    
    5,719
    
    
    
    (4
    )
    
    
    5,715
    
    
    
    2,034UK
    
    
    5,392
    
    
    
    
    
    
    
    (46
    )
    
    
    5,346
    
    
    
    (10
    )
    
    
    5,336
    
    
    
    1,368Other Europe(1)
    
    
    5,329
    
    
    
    
    
    
    
    (66
    )
    
    
    5,263
    
    
    
    (5
    )
    
    
    5,258
    
    
    
    1,957Europe
    
    
    29,927
    
    
    
    
    
    
    
    (293
    )
    
    
    29,634
    
    
    
    (41
    )
    
    
    29,593
    
    
    
    11,149Vodacom(2)
    
    
    1,778
    
    
    
    
    
    
    
    
    
    
    
    1,778
    
    
    
    
    
    
    
    1,778
    
    
    
    606Other Africa and Central Europe(3)
    
    
    3,723
    
    
    
    
    
    
    
    
    
    
    
    3,723
    
    
    
    (48
    )
    
    
    3,675
    
    
    
    1,114Africa and Central Europe
    
    
    5,501
    
    
    
    
    
    
    
    
    
    
    
    5,501
    
    
    
    (48
    )
    
    
    5,453
    
    
    
    1,720India
    
    
    2,689
    
    
    
    
    
    
    
    (1
    )
    
    
    2,688
    
    
    
    (19
    )
    
    
    2,669
    
    
    
    717Other Asia Pacific and Middle East(4)
    
    
    3,131
    
    
    
    
    
    
    
    
    
    
    
    3,131
    
    
    
    (31
    )
    
    
    3,100
    
    
    
    1,062Asia Pacific and Middle East
    
    
    5,820
    
    
    
    
    
    
    
    (1
    )
    
    
    5,819
    
    
    
    (50
    )
    
    
    5,769
    
    
    
    1,779Common Functions(5)
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    216
    
    
    
    (14
    )
    
    
    202
    
    
    
    (158
    )Group(6)
    
    
    41,248
    
    
    
    216
    
    
    
    (294
    )
    
    
    41,170
    
    
    
    (153
    )
    
    
    41,017
    
    
    
    14,490Verizon Wireless(6)
    
    
    14,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,54331 March 2008Germany
    
    
    6,866
    
    
    
    
    
    
    
    (51
    )
    
    
    6,815
    
    
    
    (11
    )
    
    
    6,804
    
    
    
    2,816Italy
    
    
    4,435
    
    
    
    
    
    
    
    (33
    )
    
    
    4,402
    
    
    
    (6
    )
    
    
    4,396
    
    
    
    2,148Spain
    
    
    5,063
    
    
    
    
    
    
    
    (96
    )
    
    
    4,967
    
    
    
    (4
    )
    
    
    4,963
    
    
    
    1,908UK
    
    
    5,424
    
    
    
    
    
    
    
    (46
    )
    
    
    5,378
    
    
    
    (10
    )
    
    
    5,368
    
    
    
    1,560Other Europe(1)
    
    
    4,583
    
    
    
    
    
    
    
    (64
    )
    
    
    4,519
    
    
    
    (3
    )
    
    
    4,516
    
    
    
    1,735Europe
    
    
    26,371
    
    
    
    
    
    
    
    (290
    )
    
    
    26,081
    
    
    
    (34
    )
    
    
    26,047
    
    
    
    10,167Vodacom(2)
    
    
    1,609
    
    
    
    
    
    
    
    
    
    
    
    1,609
    
    
    
    
    
    
    
    1,609
    
    
    
    586Other Africa and Central Europe(3)
    
    
    3,337
    
    
    
    
    
    
    
    
    
    
    
    3,337
    
    
    
    (35
    )
    
    
    3,302
    
    
    
    1,108Africa and Central Europe
    
    
    4,946
    
    
    
    
    
    
    
    
    
    
    
    4,946
    
    
    
    (35
    )
    
    
    4,911
    
    
    
    1,694India
    
    
    1,822
    
    
    
    
    
    
    
    
    
    
    
    1,822
    
    
    
    (12
    )
    
    
    1,810
    
    
    
    598Other Asia Pacific and Middle East(4)
    
    
    2,577
    
    
    
    
    
    
    
    
    
    
    
    2,577
    
    
    
    (26
    )
    
    
    2,551
    
    
    
    906Asia Pacific and Middle East
    
    
    4,399
    
    
    
    
    
    
    
    
    
    
    
    4,399
    
    
    
    (38
    )
    
    
    4,361
    
    
    
    1,504Common Functions(5)
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    170
    
    
    
    (11
    )
    
    
    159
    
    
    
    (187
    )Group(6)
    
    
    35,716
    
    
    
    170
    
    
    
    (290
    )
    
    
    35,596
    
    
    
    (118
    )
    
    
    35,478
    
    
    
    13,178Verizon Wireless(6)
    
    
    10,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,930
 Notes:(1)
    
    Adjusted EBITDA is stated before £574 million (2009: £520 million; 2008: £425 million)
representing the Groups share of results in associates.(2)
    
    Adjusted EBITDA is stated before £(2) million (2009: £(1); 2008: £nil) representing the
Groups share of results in associates.(3)
    
    Adjusted EBITDA is stated before £50 million (2009: £27; 2008: £nil) representing the Groups
share of results in associates.(4)
    
    Adjusted EBITDA is stated before £6 million (2009: £4 million; 2008: £2 million) representing
the Groups share of results in associates.(5)
    
    Adjusted EBITDA is stated before £2 million (2009: £(1) million; 2008: £2 million) relating to
the Groups share of results in associates.(6)
    
    Values shown for Verizon Wireless are not included in the calculation of Group revenue or
adjusted EBITDA as Verizon Wireless is an associate. 84   Vodafone Group Plc




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##### Table of Contents



Financials
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mAdjusted EBITDA
    
    
    14,735
    
    
    
    14,490
    
    
    
    13,178Depreciation and amortisation including loss on disposal of fixed assets
    
    
    (8,011
    )
    
    
    (6,824
    )
    
    
    (5,979
    )Share of results in associates
    
    
    4,742
    
    
    
    4,091
    
    
    
    2,876Impairment losses, net
    
    
    (2,100
    )
    
    
    (5,900
    )
    
    
    Other income and expense
    
    
    114
    
    
    
    
    
    
    
    (28
    )Operating profit
    
    
    9,480
    
    
    
    5,857
    
    
    
    10,047
 Otherexpenditure
    
    
    DepreciationNon-current
    
    
    Capital
    
    
    on intangible
    
    
    and
    
    
    Impairmentassets (1)
    
    
    expenditure(2)
    
    
    assets
    
    
    amortisation
    
    
    losses, net£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m31 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
    
    
    8,862
    
    
    
    618
    
    
    
    
    
    
    
    781
    
    
    
    Europe
    
    
    66,737
    
    
    
    3,031
    
    
    
    78
    
    
    
    4,536
    
    
    
    Vodacom
    
    
    7,783
    
    
    
    520
    
    
    
    
    
    
    
    1,005
    
    
    
    Other Africa and Central Europe
    
    
    6,357
    
    
    
    869
    
    
    
    228
    
    
    
    811
    
    
    
    (200
    )Africa and Central Europe
    
    
    14,140
    
    
    
    1,389
    
    
    
    228
    
    
    
    1,816
    
    
    
    (200
    )India
    
    
    8,665
    
    
    
    853
    
    
    
    
    
    
    
    848
    
    
    
    2,300Other Asia Pacific and Middle East
    
    
    4,589
    
    
    
    552
    
    
    
    
    
    
    
    634
    
    
    
    Asia Pacific and Middle East
    
    
    13,254
    
    
    
    1,405
    
    
    
    
    
    
    
    1,482
    
    
    
    2,300Common Functions
    
    
    769
    
    
    
    367
    
    
    
    19
    
    
    
    76
    
    
    
    Group
    
    
    94,900
    
    
    
    6,192
    
    
    
    325
    
    
    
    7,910
    
    
    
    2,10031 March 2009Germany
    
    
    21,617
    
    
    
    750
    
    
    
    16
    
    
    
    1,378
    
    
    
    Italy
    
    
    18,666
    
    
    
    521
    
    
    
    
    
    
    
    735
    
    
    
    Spain
    
    
    13,324
    
    
    
    632
    
    
    
    
    
    
    
    606
    
    
    
    3,400UK
    
    
    7,414
    
    
    
    446
    
    
    
    
    
    
    
    1,010
    
    
    
    Other Europe
    
    
    9,375
    
    
    
    511
    
    
    
    
    
    
    
    766
    
    
    
    Europe
    
    
    70,396
    
    
    
    2,860
    
    
    
    16
    
    
    
    4,495
    
    
    
    3,400Vodacom
    
    
    2,287
    
    
    
    237
    
    
    
    
    
    
    
    231
    
    
    
    Other Africa and Central Europe
    
    
    5,700
    
    
    
    625
    
    
    
    21
    
    
    
    837
    
    
    
    2,500Africa and Central Europe
    
    
    7,987
    
    
    
    862
    
    
    
    21
    
    
    
    1,068
    
    
    
    2,500India
    
    
    10,308
    
    
    
    1,351
    
    
    
    
    
    
    
    746
    
    
    
    Other Asia Pacific and Middle East
    
    
    4,687
    
    
    
    524
    
    
    
    1,101
    
    
    
    484
    
    
    
    Asia Pacific and Middle East
    
    
    14,995
    
    
    
    1,875
    
    
    
    1,101
    
    
    
    1,230
    
    
    
    Common Functions
    
    
    810
    
    
    
    312
    
    
    
    
    
    
    
    21
    
    
    
    Group
    
    
    94,188
    
    
    
    5,909
    
    
    
    1,138
    
    
    
    6,814
    
    
    
    5,90031 March 2008Germany
    
    
    
    
    
    
    613
    
    
    
    14
    
    
    
    1,229
    
    
    
    Italy
    
    
    
    
    
    
    411
    
    
    
    1
    
    
    
    627
    
    
    
    Spain
    
    
    
    
    
    
    533
    
    
    
    
    
    
    
    522
    
    
    
    UK
    
    
    
    
    
    
    465
    
    
    
    
    
    
    
    1,016
    
    
    
    Other Europe
    
    
    
    
    
    
    469
    
    
    
    11
    
    
    
    650
    
    
    
    Europe
    
    
    
    
    
    
    2,491
    
    
    
    26
    
    
    
    4,044
    
    
    
    Vodacom
    
    
    
    
    
    
    204
    
    
    
    2
    
    
    
    219
    
    
    
    Other Africa and Central Europe
    
    
    
    
    
    
    702
    
    
    
    5
    
    
    
    698
    
    
    
    Africa and Central Europe
    
    
    
    
    
    
    906
    
    
    
    7
    
    
    
    917
    
    
    
    India
    
    
    
    
    
    
    1,030
    
    
    
    
    
    
    
    562
    
    
    
    Other Asia Pacific and Middle East
    
    
    
    
    
    
    463
    
    
    
    
    
    
    
    394
    
    
    
    Asia Pacific and Middle East
    
    
    
    
    
    
    1,493
    
    
    
    
    
    
    
    956
    
    
    
    Common Functions
    
    
    
    
    
    
    185
    
    
    
    8
    
    
    
    (8
    )
    
    
    Group
    
    
    
    
    
    
    5,075
    
    
    
    41
    
    
    
    5,909
    
    
    
    
 Notes:(1)
    
    Includes goodwill, other intangible assets and property, plant and equipment.(2)
    
    Includes additions to property, plant and equipment and computer software, reported within
intangible assets. Vodafone Group Plc 85




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##### Table of Contents



2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mNet foreign exchange (gains)/losses
    
    
    (29
    )
    
    
    30
    
    
    
    (27
    )Depreciation of property, plant and equipment (note 11):Owned assets
    
    
    4,412
    
    
    
    4,025
    
    
    
    3,400Leased assets
    
    
    44
    
    
    
    36
    
    
    
    27Amortisation of intangible assets (note 9)
    
    
    3,454
    
    
    
    2,753
    
    
    
    2,482Impairment losses, net (note 10)
    
    
    2,100
    
    
    
    5,900
    
    
    
    Research and development expenditure
    
    
    303
    
    
    
    280
    
    
    
    234Staff costs (note 32)
    
    
    3,770
    
    
    
    3,227
    
    
    
    2,698Operating lease rentals payable:Plant and machinery
    
    
    71
    
    
    
    68
    
    
    
    43Other assets including fixed line rentals
    
    
    1,587
    
    
    
    1,331
    
    
    
    1,117Loss on disposal of property, plant and equipment
    
    
    101
    
    
    
    10
    
    
    
    70Own costs capitalised attributable to the construction or acquisition of property, plant and equipment
    
    
    (296
    )
    
    
    (273
    )
    
    
    (245
    )
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mAudit fees:Parent company
    
    
    1
    
    
    
    1
    
    
    
    1Subsidiaries(1)
    
    
    7
    
    
    
    5
    
    
    
    58
    
    
    
    6
    
    
    
    6Fees for statutory and regulatory filings
    
    
    1
    
    
    
    2
    
    
    
    1Audit and audit-related fees
    
    
    9
    
    
    
    8
    
    
    
    7Other fees:Taxation
    
    
    1
    
    
    
    1
    
    
    
    1Other
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    1
    
    
    
    2Total fees
    
    
    10
    
    
    
    9
    
    
    
    9
 Note:(1)
    
    The increase primarily arises from the consolidation of Vodacom Group Limited as a subsidiary
from 18 May 2009.   86   Vodafone Group Plc




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##### Table of Contents



Financials
 
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mInvestment income:Available-for-sale investments:Dividends received
    
    
    145
    
    
    
    110
    
    
    
    72Loans and receivables at amortised cost
    
    
    423
    
    
    
    339
    
    
    
    451Fair value through the income statement (held for trading):Derivatives
 foreign exchange contracts
    
    
    3
    
    
    
    71
    
    
    
    125Other(1)
    
    
    92
    
    
    
    275
    
    
    
    66Equity put rights and similar arrangements(2)
    
    
    53
    
    
    
    
    
    
    
    716
    
    
    
    795
    
    
    
    714Financing costs:Items in hedge relationships:Other loans
    
    
    888
    
    
    
    782
    
    
    
    612Interest rate swaps
    
    
    (464
    )
    
    
    (180
    )
    
    
    61Dividends on redeemable preference shares
    
    
    56
    
    
    
    53
    
    
    
    42Fair value hedging instrument
    
    
    228
    
    
    
    (1,458
    )
    
    
    (635
    )Fair value of hedged item
    
    
    (183
    )
    
    
    1,475
    
    
    
    601Cash flow hedges transferred from equity
    
    
    82
    
    
    
    
    
    
    
    Other financial liabilities held at amortised cost:Bank loans and overdrafts
    
    
    591
    
    
    
    452
    
    
    
    347Other loans(3)
    
    
    185
    
    
    
    440
    
    
    
    390Potential interest on settlement of tax issues(4)
    
    
    (178
    )
    
    
    (81
    )
    
    
    399Equity put rights and similar arrangements(2)
    
    
    94
    
    
    
    627
    
    
    
    143Finance leases
    
    
    7
    
    
    
    1
    
    
    
    7Fair value through the income statement (held for trading):Derivatives
 forward starting swaps and futures
    
    
    206
    
    
    
    308
    
    
    
    471,512
    
    
    
    2,419
    
    
    
    2,014Net financing costs
    
    
    796
    
    
    
    1,624
    
    
    
    1,300
 Notes:(1)
    
    Amounts include foreign exchange gains on certain intercompany balances and investments held
following the disposal of Vodafone Japan to SoftBank.(2)
    
    Includes amounts in relation to the Groups arrangements with non-controlling shareholders in
India. Further information is provided in Option agreements and similar arrangements on page 44.(3)
    
    Amount for 2010 includes £48 million (2009: £94 million) of foreign exchange losses arising
from net investments in foreign operations.(4)
    
    Amount for 2010 and 2009 includes a reduction of the provision for potential interest on tax
issues. Vodafone Group Plc 87




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mUnited Kingdom corporation tax (income)/expense:Current year
    
    
    40
    
    
    
    (132
    )
    
    
    Adjustments in respect of prior years
    
    
    (4
    )
    
    
    (318
    )
    
    
    (53
    )36
    
    
    
    (450
    )
    
    
    (53
    )Overseas current tax expense/(income):Current year
    
    
    2,377
    
    
    
    2,111
    
    
    
    2,539Adjustments in respect of prior years
    
    
    (1,718
    )
    
    
    (934
    )
    
    
    (293
    )659
    
    
    
    1,177
    
    
    
    2,246Total current tax expense
    
    
    695
    
    
    
    727
    
    
    
    2,193Deferred tax on origination and reversal of temporary differences:United Kingdom deferred tax
    
    
    (166
    )
    
    
    20
    
    
    
    (125
    )Overseas deferred tax
    
    
    (473
    )
    
    
    362
    
    
    
    177Total deferred tax (income)/expense
    
    
    (639
    )
    
    
    382
    
    
    
    52Total income tax expense
    
    
    56
    
    
    
    1,109
    
    
    
    2,245
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mCurrent tax (credit)/charge
    
    
    (38
    )
    
    
    133
    
    
    
    Deferred tax charge/(credit)
    
    
    137
    
    
    
    (72
    )
    
    
    (63
    )Total tax charged/(credited) directly to other comprehensive income
    
    
    99
    
    
    
    61
    
    
    
    (63
    )
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mCurrent tax (credit)/charge
    
    
    (1
    )
    
    
    1
    
    
    
    (5
    )Deferred tax (credit)/charge
    
    
    (10
    )
    
    
    8
    
    
    
    (2
    )Total tax (credited)/charged directly to equity
    
    
    (11
    )
    
    
    9
    
    
    
    (7
    )
   2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mProfit before tax as shown in the consolidated income statement
    
    
    8,674
    
    
    
    4,189
    
    
    
    9,001Expected income tax expense on profit at UK statutory tax rate
    
    
    2,429
    
    
    
    1,173
    
    
    
    2,700Effect of taxation of associates, reported within operating profit
    
    
    160
    
    
    
    118
    
    
    
    134Impairment losses with no tax effect
    
    
    588
    
    
    
    1,652
    
    
    
    Impact of agreement of German write down losses(1)
    
    
    (2,103
    )
    
    
    
    
    
    
    Expected income tax expense at UK statutory rate on profit,
before impairment losses and taxation of associates
    
    
    1,074
    
    
    
    2,943
    
    
    
    2,834Effect of different statutory tax rates of overseas jurisdictions
    
    
    516
    
    
    
    382
    
    
    
    320Effect of current year changes in statutory tax rates
    
    
    35
    
    
    
    (31
    )
    
    
    66Deferred tax on overseas earnings
    
    
    5
    
    
    
    (26
    )
    
    
    255Assets revalued for tax purposes
    
    
    
    
    
    
    (155
    )
    
    
    (16
    )Effect of previously unrecognised temporary differences including losses
    
    
    (1,040
    )
    
    
    (881
    )
    
    
    (833
    )Adjustments in respect of prior years(1)
    
    
    (387
    )
    
    
    (1,124
    )
    
    
    (254
    )Expenses not deductible for tax purposes and other items
    
    
    425
    
    
    
    423
    
    
    
    321Exclude taxation of associates
    
    
    (572
    )
    
    
    (422
    )
    
    
    (448
    )Income tax expense
    
    
    56
    
    
    
    1,109
    
    
    
    2,245
 Note:(1)
    
    See Taxation on page 26. 88   Vodafone Group Plc




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##### Table of Contents



Financials
   £m1 April 2009
    
    
    (6,012
    )Exchange movements
    
    
    (15
    )Credited to the profit for the financial year
    
    
    639Debited to other comprehensive income
    
    
    (137
    )Credited directly to equity
    
    
    10Reclassification from current tax
    
    
    2Arising on acquisition
    
    
    (853
    )Change in consolidation status
    
    
    2231 March 2010
    
    
    (6,344
    )
  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 timing 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
    )
 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
    
    
    (330
    )
    
    
    765
    
    
    
    (2,488
    )
    
    
    (52
    )
    
    
    (1,775
    )Tax losses
    
    
    (366
    )
    
    
    23,538
    
    
    
    
    
    
    
    (23,386
    )
    
    
    152Deferred tax on overseas earnings
    
    
    26
    
    
    
    
    
    
    
    (4,052
    )
    
    
    
    
    
    
    (4,052
    )Other short-term timing differences
    
    
    288
    
    
    
    3,927
    
    
    
    (2,416
    )
    
    
    (1,848
    )
    
    
    (337
    )31 March 2009
    
    
    (382
    )
    
    
    28,230
    
    
    
    (8,956
    )
    
    
    (25,286
    )
    
    
    (6,012
    )
  £mDeferred tax asset
    
    
    630Deferred tax liability
    
    
    (6,642
    )31 March 2009
    
    
    (6,012
    )
      Vodafone Group Plc 89




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##### Table of Contents



Expiring
    
    
    Expiringwithin
    
    
    within5 years
    
    
    6-10 years
    
    
    Unlimited
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £mLosses for which a deferred tax asset is recognised
    
    
    12
    
    
    
    
    
    
    
    4,070
    
    
    
    4,082Losses for which no deferred tax asset is recognised
    
    
    1,820
    
    
    
    57
    
    
    
    100,396
    
    
    
    102,2731,832
    
    
    
    57
    
    
    
    104,466
    
    
    
    106,355
     
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mDeclared during the financial year:Final dividend for the year ended 31 March 2009: 5.20 pence per share
(2008: 5.02 pence per share, 2007: 4.41 pence per share)
    
    
    2,731
    
    
    
    2,667
    
    
    
    2,331Interim dividend for the year ended 31 March 2010: 2.66 pence per share
(2009: 2.57 pence per share, 2008: 2.49 pence per share)
    
    
    1,400
    
    
    
    1,350
    
    
    
    1,3224,131
    
    
    
    4,017
    
    
    
    3,653Proposed after the end of the reporting period and not recognised as a liability: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
    
    
    
    2,667
 
  2010
    
    
    2009
    
    
    2008Millions
    
    
    Millions
    
    
    MillionsWeighted average number of shares for basic earnings per share
    
    
    52,595
    
    
    
    52,737
    
    
    
    53,019Effect of dilutive potential shares: restricted shares and share options
    
    
    254
    
    
    
    232
    
    
    
    268Weighted average number of shares for diluted earnings per share
    
    
    52,849
    
    
    
    52,969
    
    
    
    53,287
 £m
    
    
    £m
    
    
    £mEarnings for basic and diluted earnings per share
    
    
    8,645
    
    
    
    3,078
    
    
    
    6,660
 90   Vodafone Group Plc




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##### Table of Contents



Financials
 
  Licences and
    
    
    ComputerGoodwill
    
    
    spectrum
    
    
    software
    
    
    Other
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mCost:1 April 2008
    
    
    91,762
    
    
    
    22,040
    
    
    
    5,800
    
    
    
    1,188
    
    
    
    120,790Exchange movements
    
    
    14,298
    
    
    
    2,778
    
    
    
    749
    
    
    
    153
    
    
    
    17,978Arising on acquisition
    
    
    613
    
    
    
    199
    
    
    
    69
    
    
    
    130
    
    
    
    1,011Additions
    
    
    
    
    
    
    1,138
    
    
    
    1,144
    
    
    
    
    
    
    
    2,282Disposals
    
    
    
    
    
    
    (1
    )
    
    
    (403
    )
    
    
    
    
    
    
    (404
    )Change in consolidation status
    
    
    (9
    )
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    (25
    )31 March 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
    
    
    
    144,032Accumulated impairment losses and amortisation:1 April 2008
    
    
    40,426
    
    
    
    5,132
    
    
    
    4,160
    
    
    
    741
    
    
    
    50,459Exchange movements
    
    
    6,630
    
    
    
    659
    
    
    
    569
    
    
    
    126
    
    
    
    7,984Amortisation charge for the year
    
    
    
    
    
    
    1,522
    
    
    
    885
    
    
    
    346
    
    
    
    2,753Impairment losses
    
    
    5,650
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    5,900Disposals
    
    
    
    
    
    
    
    
    
    
    (391
    )
    
    
    
    
    
    
    (391
    )Change in consolidation status
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (11
    )31 March 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, net
    
    
    2,300
    
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    2,100Disposals
    
    
    
    
    
    
    
    
    
    
    (87
    )
    
    
    
    
    
    
    (87
    )31 March 2010
    
    
    53,158
    
    
    
    8,918
    
    
    
    5,924
    
    
    
    1,774
    
    
    
    69,774Net book value:31 March 2009
    
    
    53,958
    
    
    
    18,586
    
    
    
    2,136
    
    
    
    258
    
    
    
    74,93831 March 2010
    
    
    51,838
    
    
    
    18,629
    
    
    
    2,320
    
    
    
    1,471
    
    
    
    74,258
   2010
    
    
    2009Expiry date
    
    
    £m
    
    
    £mGermany
    
    December 2020
    
    
    4,802
    
    
    
    5,452UK
    
    December 2021
    
    
    3,914
    
    
    
    4,246Qatar
    
    June 2028
    
    
    1,328
    
    
    
    1,482Italy
    
    December 2021
    
    
    1,097
    
    
    
    1,240
 Vodafone Group Plc 91




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Cash generating unit
    
    Reportable segment
    
    £m
    
    
    £m
    
    
    £mIndia
    
    India
    
    
    2,300
    
    
    
    
    
    
    
    Spain
    
    Spain
    
    
    
    
    
    
    3,400
    
    
    
    Turkey
    
    Other Africa and Central Europe
    
    
    (200
    )
    
    
    2,250
    
    
    
    Ghana
    
    Other Africa and Central Europe
    
    
    
    
    
    
    250
    
    
    
    2,100
    
    
    
    5,900
    
    
    
    
 Year ended 31 March 2010
  Pre-tax adjusteddiscount rateIndia
    
    
    13.8
    %Turkey
    
    
    17.6
    %
 India
  Turkey
  Year ended 31 March 2009
  Pre-tax adjusteddiscount rateSpain
    
    
    10.3
    %Turkey(1)
    
    
    19.5
    %Ghana
    
    
    26.9
    %
  (1)
    
    The pre-tax adjusted discount rate used in the value in use calculation at 30 September 2008
was 18.6%.
 Spain
  Turkey
  Ghana
    2010
    
    
    2009£m
    
    
    £mGermany
    
    
    12,301
    
    
    
    12,786Italy
    
    
    14,786
    
    
    
    15,361Spain
    
    
    10,167
    
    
    
    10,56137,254
    
    
    
    38,708Other
    
    
    14,584
    
    
    
    15,25051,838
    
    
    
    53,958
 92   Vodafone Group Plc




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##### Table of Contents



Financials
   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 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 eight 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 based on the risk free rate for ten year
bonds issued
by the government in the respective market, where possible 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 2010
  Vodafone Group Plc 93




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##### Table of Contents



Assumptions used in value in use calculationIndia
    
    
    Turkey
    
    
    Germany
    
    
    Ghana
    
    
    Greece
    
    
    Ireland
    
    
    Italy
    
    
    Portugal
    
    
    Romania
    
    
    Spain
    
    
    UK%
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %Pre-tax adjusteddiscount 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.
 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.
  India
    
    
    Turkey
    
    
    All otherIncrease
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decreaseby 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps
    
    
    by 2 pps£bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bnPre-tax adjusted discount rate
    
    
    (1.7
    )
    
    
    2.3
    
    
    
    (0.3
    )
    
    
    n/a
    
    
    
    (4.4
    )
    
    
    Long-term growth rate
    
    
    2.3
    
    
    
    (1.6
    )
    
    
    n/a
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (3.7
    )Budgeted adjusted EBITDA(1)
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    Budgeted capital expenditure(2)
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    
  (1)
    
    Represents the compound annual growth rate for 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)
    
    Represents 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 2009
  Assumptions used in 
value in use calculationSpain
    
    
    Turkey(1)
    
    
    Ghana
    
    
    UK
    
    
    Ireland
    
    
    Romania
    
    
    Germany
    
    
    Italy%
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %
    
    
    %Pre-tax adjusted discount rate
    
    
    10.3
    
    
    
    19.5
    
    
    
    26.9
    
    
    
    8.6
    
    
    
    10.2
    
    
    
    14.8
    
    
    
    8.5
    
    
    
    11.8Long-term growth rate
    
    
    1.1
    
    
    
    7.5
    
    
    
    7.3
    
    
    
    1.0
    
    
    
    
    
    
    
    1.1
    
    
    
    1.1
    
    
    
    Budgeted adjusted EBITDA(2)
    
    
    (3.9
    )
    
    
    22.3
    
    
    
    37.2
    
    
    
    (2.8
    )
    
    
    (3.5
    )
    
    
    (3.1
    )
    
    
    n/a
    
    
    
    2.2Budgeted capital expenditure(3)
    
    
    9.1 - 11.8
    
    
    
    8.2 - 69.8
    
    
    
    7.7 - 91.6
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    5.5 - 9.7
    
    
    
    7.7 - 9.9
  (1)
    
    The assumptions listed in the table were used in the value in use calculation at 31 March 2009.
The pre-tax adjusted discount rate, long-term growth rate, budgeted adjusted EBITDA and budgeted
capital expenditure assumptions used in the value in use calculation at 30 September 2008 were
18.6%, 10.0%, 13.1% and 8.2% to 54.7%.(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.
 94 Vodafone Group Plc




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##### Table of Contents



Financials
 Change required for carrying value 
to equal the recoverable amountUK
    
    
    Ireland
    
    
    Romania
    
    
    Germany
    
    
    Italypps
    
    
    pps
    
    
    pps
    
    
    pps
    
    
    ppsPre-tax adjusted discount rate
    
    
    0.9
    
    
    
    0.2
    
    
    
    2.2
    
    
    
    3.3
    
    
    
    1.4Long-term growth rate
    
    
    (1.1
    )
    
    
    (0.3
    )
    
    
    (3.4
    )
    
    
    (3.9
    )
    
    
    (1.5
    )Budgeted adjusted EBITDA(1)
    
    
    (6.9
    )
    
    
    (1.6
    )
    
    
    (9.0
    )
    
    
    n/a
    
    
    
    (9.1
    )Budgeted capital expenditure(2)
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    23.8
    
    
    
    8.5
  (1)
    
    Budgeted adjusted EBITDA is expressed as the compound annual growth rates in the initial five
years 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 five years of the plans used for impairment testing.
 
  Equipment,Land and
    
    
    fixturesbuildings
    
    
    and fittings
    
    
    Total£m
    
    
    £m
    
    
    £mCost:1 April 2008
    
    
    1,430
    
    
    
    35,814
    
    
    
    37,244Exchange movements
    
    
    191
    
    
    
    4,775
    
    
    
    4,966Arising on acquisition
    
    
    15
    
    
    
    223
    
    
    
    238Additions
    
    
    100
    
    
    
    4,665
    
    
    
    4,765Disposals
    
    
    (101
    )
    
    
    (1,450
    )
    
    
    (1,551
    )Transfer to investment in associates
    
    
    
    
    
    
    (298
    )
    
    
    (298
    )Reclassifications
    
    
    (214
    )
    
    
    214
    
    
    
    31 March 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
    )Reclassifications
    
    
    24
    
    
    
    (58
    )
    
    
    (34
    )31 March 2010
    
    
    1,577
    
    
    
    46,845
    
    
    
    48,422Accumulated depreciation and impairment:1 April 2008
    
    
    522
    
    
    
    19,987
    
    
    
    20,509Exchange movements
    
    
    79
    
    
    
    2,811
    
    
    
    2,890Charge for the year
    
    
    91
    
    
    
    3,970
    
    
    
    4,061Disposals
    
    
    (17
    )
    
    
    (1,217
    )
    
    
    (1,234
    )Transfer to investment in associates
    
    
    
    
    
    
    (112
    )
    
    
    (112
    )Reclassifications
    
    
    (92
    )
    
    
    92
    
    
    
    31 March 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
    )Reclassifications
    
    
    (2
    )
    
    
    (22
    )
    
    
    (24
    )31 March 2010
    
    
    633
    
    
    
    27,147
    
    
    
    27,780Net book value:31 March 2009
    
    
    838
    
    
    
    18,412
    
    
    
    19,25031 March 2010
    
    
    944
    
    
    
    19,698
    
    
    
    20,642
  Vodafone Group Plc 95




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##### Table of Contents



(1)
 Country ofincorporation
    
    Percentage(2)Name
    
    Principal activity
    
    or registration
    
    shareholdingsGateway Group (Pty) Limited
    
    Holding company
    
    South Africa
    
    
    65.3Ghana Telecommunications Company Limited
    
    Network operator
    
    Ghana
    
    
    70.0VM, SA(3)
    
    Network operator
    
    Mozambique
    
    
    55.5Vodacom Congo (RDC) s.p.r.l.
    
    Network operator
    
    The Democratic Republic of Congo
    
    
    33.3Vodacom Group Limited(4)(5)
    
    Network operator
    
    South Africa
    
    
    65.3Vodacom Lesotho (Pty) Limited
    
    Network operator
    
    Lesotho
    
    
    57.7Vodacom Tanzania Limited
    
    Network operator
    
    Tanzania
    
    
    42.4Vodafone Albania Sh.A.
    
    Network operator
    
    Albania
    
    
    99.9Vodafone Americas Inc.(6)
    
    Holding company
    
    USA
    
    
    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(7)
    
    Network operator
    
    India
    
    
    57.6Vodafone Europe B.V.
    
    Holding company
    
    Netherlands
    
    
    100.0Vodafone Group Services Limited(8)
    
    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 Hungary Mobile Telecommunications Company Limited
    
    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.(9)
    
    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.(2)
    
    Effective ownership percentages of Vodafone Group Plc at 31 March 2010, rounded to nearest
tenth of one percent.(3)
    
    The share capital of VM, SA consists of 1,380,000,000 ordinary shares and
9,158,334,043 preference shares.(4)
    
    Vodacom Group Limited was converted to a public company on 18 May 2009 and, accordingly,
changed its name from Vodacom Group (Pty) Limited.(5)
    
    At 31 March 2010 the Group owned 65.0% of the issued share capital of Vodacom Group Limited
(Vodacom) with the 65.3% ownership interest in the outstanding shares in Vodacom resulting from
the acquisition of treasury shares by Vodacom.(6)
    
    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.(7)
    
    The Groups aggregate direct and indirect equity interest in Vodafone Essar Limited was 57.59%
at 31 March 2010. The Group has call options to acquire shareholdings in three companies which
indirectly own further 9.39% interests in Vodafone Essar Limited. 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 Indian law prevailing at the time of exercise, the Group would have a direct and
indirect interest of 66.98% of Vodafone Essar Limited.(8)
    
    Share capital consists of 600 ordinary shares and one deferred share, of which 100% of the
shares are held directly by Vodafone Group Plc.(9)
    
    38.6% of the issued share capital of Vodafone
Portugal-Comunicações Pessoais, S.A. is held directly by Vodafone Group Plc.
 96 Vodafone Group Plc




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##### Table of Contents



Financials
 
    Country ofincorporation
    
    
    Percentage(1)Name
    
    Principal activity
    
    
    or registration
    
    
    shareholdingsIndus Towers Limited
    
    Network infrastructure
    
    
    India
    
    
    
    24.2
    (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 57.6% 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.
   2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mRevenue
    
    
    7,896
    
    
    
    7,737
    
    
    
    6,448Cost of sales
    
    
    (4,216
    )
    
    
    (4,076
    )
    
    
    (3,225
    )Gross profit
    
    
    3,680
    
    
    
    3,661
    
    
    
    3,223Selling, distribution and administrative expenses
    
    
    (1,369
    )
    
    
    (1,447
    )
    
    
    (1,155
    )Operating income and expense
    
    
    (12
    )
    
    
    
    
    
    
    Operating profit
    
    
    2,299
    
    
    
    2,214
    
    
    
    2,068Net financing costs
    
    
    (152
    )
    
    
    (170
    )
    
    
    (119
    )Profit before tax
    
    
    2,147
    
    
    
    2,044
    
    
    
    1,949Income tax expense
    
    
    (655
    )
    
    
    (564
    )
    
    
    (829
    )Profit for the financial year
    
    
    1,492
    
    
    
    1,480
    
    
    
    1,120
 2010
    
    
    2009£m
    
    
    £mNon-current assets
    
    
    20,787
    
    
    
    22,688Current assets
    
    
    763
    
    
    
    1,148Total assets
    
    
    21,550
    
    
    
    23,836Total shareholders funds
    
    
    17,407
    
    
    
    20,079Non-controlling interests
    
    
    
    
    
    
    20Total equity
    
    
    17,407
    
    
    
    20,099Non-current liabilities
    
    
    833
    
    
    
    865Current liabilities
    
    
    3,310
    
    
    
    2,872Total liabilities
    
    
    4,143
    
    
    
    3,737Total equity and liabilities
    
    
    21,550
    
    
    
    23,836
 Vodafone Group Plc 97




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##### Table of Contents



Country ofincorporation
    
    
    Percentage(1)Name
    
    Principal activity
    
    
    or registration
    
    
    shareholdingsCellco Partnership(2)
    
    Network operator
    
    
    USA
    
    
    
    45.0Société Française du Radiotéléphone S.A.
    
    Network operator
    
    
    France
    
    
    
    44.0Safaricom Limited(3)(4)
    
    Network operator
    
    
    Kenya
    
    
    
    40.0
  (1)
    
    Rounded to nearest tenth of one percent.(2)
    
    Cellco Partnership trades under the name Verizon Wireless.(3)
    
    The Group also holds two non-voting shares.(4)
    
    At 31 March 2010 the fair value of Safaricom Limited was KES89 billion (£756 million) based on
the closing quoted share price on the Nairobi Stock Exchange.
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mRevenue
    
    
    23,288
    
    
    
    19,307
    
    
    
    13,630Share of result in associates
    
    
    4,742
    
    
    
    4,091
    
    
    
    2,876Share of discontinued operations in associates
    
    
    93
    
    
    
    57
    
    
    
    
 2010
    
    
    2009£m
    
    
    £mNon-current assets
    
    
    47,048
    
    
    
    50,732Current assets
    
    
    4,901
    
    
    
    4,641Share of total assets
    
    
    51,949
    
    
    
    55,373Non-current liabilities
    
    
    8,295
    
    
    
    8,668Current liabilities
    
    
    6,685
    
    
    
    11,394Non-controlling interests
    
    
    592
    
    
    
    596Share of total liabilities and non-controlling interests
    
    
    15,572
    
    
    
    20,658Share of equity shareholders funds in associates
    
    
    36,377
    
    
    
    34,715
 
 15.
    
    Other investments
  2010
    
    
    2009£m
    
    
    £mIncluded within non-current assets:Listed securities:Equity securities
    
    
    4,072
    
    
    
    3,931Unlisted securities:Equity securities
    
    
    879
    
    
    
    833Public debt and bonds
    
    
    11
    
    
    
    20Other debt and bonds
    
    
    2,355
    
    
    
    2,094Cash held in restricted deposits
    
    
    274
    
    
    
    1827,591
    
    
    
    7,060Included within current assets:Government bonds
    
    
    388
    
    
    
    
      98 Vodafone Group Plc




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##### Table of Contents



Financials
 
  2010
    
    
    2009£m
    
    
    £mGoods held for resale
    
    
    433
    
    
    
    412
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £m1 April
    
    
    111
    
    
    
    118
    
    
    
    100Exchange movements
    
    
    5
    
    
    
    13
    
    
    
    11Amounts charged /(credited) to the income statement
    
    
    4
    
    
    
    (20
    )
    
    
    731 March
    
    
    120
    
    
    
    111
    
    
    
    118
  
  2010
    
    
    2009£m
    
    
    £mIncluded within non-current assets:Trade receivables
    
    
    59
    
    
    
    56Other receivables
    
    
    678
    
    
    
    423Prepayments and accrued income
    
    
    148
    
    
    
    132Derivative financial instruments
    
    
    1,946
    
    
    
    2,4582,831
    
    
    
    3,069Included within current assets:Trade receivables
    
    
    4,008
    
    
    
    3,751Amounts owed by associates
    
    
    24
    
    
    
    50Other receivables
    
    
    1,122
    
    
    
    744Prepayments and accrued income
    
    
    3,448
    
    
    
    2,868Derivative financial instruments
    
    
    182
    
    
    
    2498,784
    
    
    
    7,662
  2010
    
    
    2009£m
    
    
    £m1 April
    
    
    874
    
    
    
    664Exchange movements
    
    
    (27
    )
    
    
    101Amounts charged to administrative expenses
    
    
    465
    
    
    
    423Trade receivables written off
    
    
    (383
    )
    
    
    (314
    )31 March
    
    
    929
    
    
    
    874
  2010
    
    
    2009£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for trading):Interest rate swaps
    
    
    1,031
    
    
    
    16Foreign exchange swaps
    
    
    132
    
    
    
    1041,163
    
    
    
    120Fair value hedges:Interest rate swaps
    
    
    965
    
    
    
    2,5872,128
    
    
    
    2,707
  Vodafone Group Plc 99




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##### Table of Contents



2010
    
    
    2009£m
    
    
    £mCash at bank and in hand
    
    
    745
    
    
    
    811Money market funds
    
    
    3,678
    
    
    
    3,419Repurchase agreements
    
    
    
    
    
    
    648Cash and cash equivalents as presented in the statement of financial position
    
    
    4,423
    
    
    
    4,878Bank overdrafts
    
    
    (60
    )
    
    
    (32
    )Cash and cash equivalents as presented in the statement of cash flows
    
    
    4,363
    
    
    
    4,846
  
  2010
    
    
    2009Number
    
    
    £m
    
    
    Number
    
    
    £mAuthorised:Ordinary shares of 113/7 US cents each
    
    
    68,250,000,000
    
    
    
    4,875
    
    
    
    68,250,000,000
    
    
    
    4,875B shares of 15 pence each
    
    
    38,563,935,574
    
    
    
    5,784
    
    
    
    38,563,935,574
    
    
    
    5,784Deferred shares of 15 pence each
    
    
    28,036,064,426
    
    
    
    4,206
    
    
    
    28,036,064,426
    
    
    
    4,206Ordinary shares allotted, issued and fully paid:(1)1 April
    
    
    57,806,283,716
    
    
    
    4,153
    
    
    
    58,255,055,725
    
    
    
    4,182Allotted during the year
    
    
    2,963,016
    
    
    
    
    
    
    
    51,227,991
    
    
    
    3Cancelled during the year
    
    
    
    
    
    
    
    
    
    
    (500,000,000
    )
    
    
    (32
    )31 March
    
    
    57,809,246,732
    
    
    
    4,153
    
    
    
    57,806,283,716
    
    
    
    4,153B shares allotted, issued and fully paid:(2)1 April
    
    
    
    
    
    
    
    
    
    
    87,429,138
    
    
    
    13Redeemed during the year
    
    
    
    
    
    
    
    
    
    
    (87,429,138
    )
    
    
    (13
    )31 March
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 Notes:(1)
    
    At 31 March 2010 the Group held 5,146,112,159 (2009: 5,322,411,101) treasury shares with a
nominal value of £370 million (2009: £382 million). The market value of shares held was £7,822
million (2009: £6,533 million). During the year 149,298,942 (2009: 41,146,589) treasury shares were
reissued under Group share option schemes. The number of shares held by the Group as treasury
shares, at 31 March 2010, has been adjusted down by 27 million which represents a number of shares
that the Company previously reported as being purchased on the 10 September 2008, via Lehman
Brothers International (Europe) (LBIE), and held in treasury. As a result of LBIE being placed in
administration on the 15 September 2008 the shares were not settled to the Companys designated
treasury account and are believed to be held in a proprietary account with the administrator. The
Company has treated the transaction to buy back the shares as failed.(2)
    
    On 31 July 2006 the Company undertook a return of capital to shareholders via a B share scheme
and associated share consolidation. A total of 66,271,035,240 B shares were issued on that day, and
66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835
new ordinary shares of 113/7 US cents each. B shareholders were given the
alternatives of initial redemption or future redemption at 15 pence per share or the payment of an
initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with
future redemption dates on 5 February and 5 August each year until 5 August 2008 when the Company
redeemed all B shares still in issue at their nominal value of 15 pence.  Nominal
    
    
    Netvalue
    
    
    proceedsNumber
    
    
    £m
    
    
    £mUK share awards and option scheme awards
    
    
    1,612,486
    
    
    
    
    
    
    
    1US share awards and option scheme awards
    
    
    1,350,530
    
    
    
    
    
    
    
    2Total for share awards and option scheme awards
    
    
    2,963,016
    
    
    
    
    
    
    
    3
 100 Vodafone Group Plc




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##### Table of Contents



Financials
 
    
    
    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
  Other share option plans
   Vodafone Group executive plans
   Vodafone Share Incentive Plan
  Vodafone Group Global AllShare Plan
   ADS options
    
    
    Ordinary share options2010
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions1 April
    
    
    1
    
    
    
    1
    
    
    
    3
    
    
    
    334
    
    
    
    373
    
    
    
    584Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    7
    
    
    
    46Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (11
    )
    
    
    (30
    )Exercised during the year
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (47
    )
    
    
    (16
    )
    
    
    (204
    )Expired during the year
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (32
    )
    
    
    (19
    )
    
    
    (23
    )31 March
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    266
    
    
    
    334
    
    
    
    373Weighted average exercise price:1 April
    
    
    $15.37
    
    
    
    $18.15
    
    
    
    $21.46
    
    
    
    £1.41
    
    
    
    £1.42
    
    
    
    £1.35Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £0.94
    
    
    
    £1.21
    
    
    
    £1.63Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.50
    
    
    
    £1.47
    
    
    
    £1.67Exercised during the year
    
    
    
    
    
    
    
    
    
    
    $19.52
    
    
    
    £1.11
    
    
    
    £1.09
    
    
    
    £1.20Expired during the year
    
    
    
    
    
    
    
    
    
    
    $28.50
    
    
    
    £1.67
    
    
    
    £1.55
    
    
    
    £1.7231 March
    
    
    $15.07
    
    
    
    $15.37
    
    
    
    $18.15
    
    
    
    £1.41
    
    
    
    £1.41
    
    
    
    £1.42
 Vodafone Group Plc 101




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##### Table of Contents



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
    
    
    14
    
    
    
    £0.94
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    £1.01  £2.00
    
    
    8
    
    
    
    £1.24
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    £1.04
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    Vodafone Group executive plans:£1.01  £2.00
    
    
    8
    
    
    
    £1.58
    
    
    
    16
    
    
    
    8
    
    
    
    £1.58
    
    
    
    16£2.01  £3.00
    
    
    14
    
    
    
    £2.79
    
    
    
    4
    
    
    
    14
    
    
    
    £2.79
    
    
    
    422
    
    
    
    £2.36
    
    
    
    8
    
    
    
    22
    
    
    
    £2.36
    
    
    
    8Vodafone Group 1999 Long-Term Stock Incentive Plan:£0.01  £1.00
    
    
    55
    
    
    
    £0.90
    
    
    
    27
    
    
    
    55
    
    
    
    £0.90
    
    
    
    27£1.01  £2.00
    
    
    165
    
    
    
    £1.49
    
    
    
    42
    
    
    
    139
    
    
    
    £1.46
    
    
    
    33£2.01  £3.00
    
    
    1
    
    
    
    £2.92
    
    
    
    4
    
    
    
    1
    
    
    
    £2.92
    
    
    
    4221
    
    
    
    £1.36
    
    
    
    38
    
    
    
    195
    
    
    
    £1.31
    
    
    
    31Other share option plans:£1.01  greater than £3.01
    
    
    1
    
    
    
    £2.63
    
    
    
    20
    
    
    
    1
    
    
    
    £2.63
    
    
    
    20Vodafone Group 1999 Long-Term Stock Incentive Plan:$10.01  $30.00
    
    
    1
    
    
    
    $15.07
    
    
    
    30
    
    
    
    1
    
    
    
    $14.76
    
    
    
    29
  ADS options
    
    
    Ordinary share optionsBoard of directors andOther(1)
    
    
    Executive Committee(1)
    
    
    Other2008
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2008Expected life of option (years)
    
    
    4-5
    
    
    
    4-5
    
    
    
    3-5
    
    
    
    3-5
    
    
    
    4-5Expected share price volatility
    
    
    25.5-33.5
    %
    
    
    25.7-27.7
    %
    
    
    32.5-33.5
    %
    
    
    30.9-31.0
    %
    
    
    25.5-33.5
    %Dividend yield
    
    
    3.8-4.2
    %
    
    
    4.0-4.4
    %
    
    
    6.62
    %
    
    
    5.04
    %
    
    
    3.8-4.2
    %Risk free rates
    
    
    4.4-5.7
    %
    
    
    5.5
    %
    
    
    2.5-3.0
    %
    
    
    4.9
    %
    
    
    4.4-5.7
    %Exercise price(2)
    
    £
    1.67-1.76
    
    
    
    £1.68
    
    
    
    £0.94
    
    
    
    £1.21
    
    
    £
    1.67-1.76
 
 Notes:(1)
    
    There were no options granted in the years ended 31 March 2010 and 31 March 2009.(2)
    
    In the
year ended 31 March 2008 there was more than one option grant.    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 2009
    
    
    32
    
    
    
    £1.43
    
    
    
    288
    
    
    
    £1.11
    
    
    
    320
    
    
    
    £1.15Granted
    
    
    21
    
    
    
    £1.02
    
    
    
    147
    
    
    
    £0.90
    
    
    
    168
    
    
    
    £0.92Vested
    
    
    (17
    )
    
    
    £1.53
    
    
    
    (74
    )
    
    
    £1.00
    
    
    
    (91
    )
    
    
    £1.10Forfeited
    
    
    (2
    )
    
    
    £1.19
    
    
    
    (21
    )
    
    
    £1.00
    
    
    
    (23
    )
    
    
    £1.0231 March 2010
    
    
    34
    
    
    
    £1.15
    
    
    
    340
    
    
    
    £1.05
    
    
    
    374
    
    
    
    £1.06
      102   Vodafone Group Plc




---



##### Table of Contents



Financials
  2010
    
    
    2009£m
    
    
    £mCash and cash equivalents
    
    
    (4,423
    )
    
    
    (4,878
    )Borrowings
    
    
    39,795
    
    
    
    41,373Other financial instruments
    
    
    (2,056
    )
    
    
    (2,272
    )Net debt
    
    
    33,316
    
    
    
    34,223Equity
    
    
    90,810
    
    
    
    84,777Capital
    
    
    124,126
    
    
    
    119,000
      Credit risk
  2010
    
    
    2009£m
    
    
    £mCash at bank and in hand
    
    
    745
    
    
    
    811Cash held in restricted deposits
    
    
    274
    
    
    
    182Government bonds
    
    
    388
    
    
    
    Repurchase agreements
    
    
    
    
    
    
    648Money market fund investments
    
    
    3,678
    
    
    
    3,419Derivative financial instruments
    
    
    2,128
    
    
    
    2,707Other investments  debt and bonds
    
    
    2,366
    
    
    
    2,114Trade receivables
    
    
    4,067
    
    
    
    3,80713,646
    
    
    
    13,688
 2010
    
    
    2009£m
    
    
    £mSovereign
    
    
    
    
    
    
    544Supranational
    
    
    
    
    
    
    104
    
    
    
    648
   2010
    
    
    2009£m
    
    
    £mCash collateral
    
    
    604
    
    
    
    691
   2010
    
    
    2009£m
    
    
    £m30 days or less
    
    
    1,499
    
    
    
    1,430Between 31  60 days
    
    
    119
    
    
    
    131Between 61  180 days
    
    
    155
    
    
    
    121Greater than 180 days
    
    
    183
    
    
    
    1381,956
    
    
    
    1,820
   Vodafone Group Plc 103




---



##### Table of Contents



Liquidity risk
     Market risk
 Interest rate management
   Foreign exchange management
  
   2010£mEuro 12%
change  Operating profit
    
    
    804US dollar
15% change  Operating profit
    
    
    617
  Equity risk
    Level 1(1)
    
    
    Level 2(2)
    
    
    Total£ m
    
    
    £ m
    
    
    £ mFinancial assets:Derivative financial instruments:Interest rate swaps
    
    
    
    
    
    
    1,996
    
    
    
    1,996Foreign exchange contracts
    
    
    
    
    
    
    132
    
    
    
    132Interest rate futures
    
    
    
    
    
    
    20
    
    
    
    20
    
    
    
    2,148
    
    
    
    2,148Financial investments available-for-sale:Listed equity securities(3)
    
    
    4,072
    
    
    
    
    
    
    
    4,072Unlisted equity securities(3)
    
    
    
    
    
    
    623
    
    
    
    6234,072
    
    
    
    623
    
    
    
    4,6954,072
    
    
    
    2,771
    
    
    
    6,843Financial liabilities:Derivative financial instruments:Interest rate swaps
    
    
    
    
    
    
    365
    
    
    
    365Foreign exchange contracts
    
    
    
    
    
    
    95
    
    
    
    95
    
    
    
    460
    
    
    
    460
 
 Notes:(1)
    
    Level 1 classification is used where fair value is determined by unadjusted quoted prices in
active markets for identical assets or liabilities.(2)
    
    Level 2 classification is used where valuation inputs are observable directly or indirectly
from quoted prices. Fair values for unlisted equity securities are derived from observable quoted
market prices for similar items.(3)
    
    Details of listed and unlisted equity securities are included in note 15 Other Investments.
   104 Vodafone Group Plc




---



##### Table of Contents



Financials
 
   2010
    
    
    2009Short-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
    
    
    3,460
    
    
    
    4,183
    
    
    
    7,643
    
    
    
    893
    
    
    
    5,159
    
    
    
    6,052Bank overdrafts
    
    
    60
    
    
    
    
    
    
    
    60
    
    
    
    32
    
    
    
    
    
    
    
    32Redeemable preference shares
    
    
    
    
    
    
    1,242
    
    
    
    1,242
    
    
    
    
    
    
    
    1,453
    
    
    
    1,453Commercial paper
    
    
    2,563
    
    
    
    
    
    
    
    2,563
    
    
    
    2,659
    
    
    
    
    
    
    
    2,659Bonds
    
    
    1,174
    
    
    
    12,675
    
    
    
    13,849
    
    
    
    515
    
    
    
    8,064
    
    
    
    8,579Other liabilities(1)(2)
    
    
    3,906
    
    
    
    385
    
    
    
    4,291
    
    
    
    1,015
    
    
    
    4,122
    
    
    
    5,137Bonds in fair value hedge relationships
    
    
    
    
    
    
    10,147
    
    
    
    10,147
    
    
    
    4,510
    
    
    
    12,951
    
    
    
    17,46111,163
    
    
    
    28,632
    
    
    
    39,795
    
    
    
    9,624
    
    
    
    31,749
    
    
    
    41,373
 
 Notes:(1)
    
    At 31 March 2010 amount includes £604 million (2009: £691 million) in relation to collateral
support agreements.(2)
    
    Amounts at 31 March 2010 includes £3,405 million (2009: £3,606 million) in relation to the
written put options disclosed in note 12 and written put options granted to the Essar Group that,
if exercised, would allow the Essar Group to sell its 33% shareholding in Vodafone Essar to the
Group for US$5 billion or to sell up to US$5 billion worth of Vodafone Essar shares at an
independently appraised fair market value.   Sterling equivalentnominal value
    
    
    Fair value
    
    Carrying value2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost
    
    
    11,023
    
    
    
    5,131
    
    
    
    11,130
    
    
    
    5,108
    
    
    
    11,163
    
    
    
    5,114Bonds in fair value hedge relationships:
    
    
    
    
    
    
    4,320
    
    
    
    
    
    
    
    4,397
    
    
    
    
    
    
    
    4,5104.25% euro 1,859 million bond due May 2009
    
    
    
    
    
    
    1,720
    
    
    
    
    
    
    
    1,722
    
    
    
    
    
    
    
    1,7804.75% euro 859 million bond due May 2009
    
    
    
    
    
    
    794
    
    
    
    
    
    
    
    798
    
    
    
    
    
    
    
    8317.75% US dollar 2,582 million bond due February 2010
    
    
    
    
    
    
    1,806
    
    
    
    
    
    
    
    1,877
    
    
    
    
    
    
    
    1,899Short-term borrowings
    
    
    11,023
    
    
    
    9,451
    
    
    
    11,130
    
    
    
    9,505
    
    
    
    11,163
    
    
    
    9,624
 Vodafone Group Plc 105




---



##### Table of Contents



Sterling equivalentnominal value
    
    
    Fair value
    
    
    Carrying value2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost:Bank loans
    
    
    4,149
    
    
    
    4,993
    
    
    
    4,183
    
    
    
    5,159
    
    
    
    4,183
    
    
    
    5,159Redeemable preference shares
    
    
    1,174
    
    
    
    1,237
    
    
    
    1,098
    
    
    
    1,453
    
    
    
    1,242
    
    
    
    1,453Other liabilities
    
    
    385
    
    
    
    4,314
    
    
    
    385
    
    
    
    4,186
    
    
    
    385
    
    
    
    4,122Bonds:
    
    
    11,455
    
    
    
    6,976
    
    
    
    11,961
    
    
    
    6,559
    
    
    
    12,675
    
    
    
    8,064US dollar floating rate note due June 2011
    
    
    230
    
    
    
    245
    
    
    
    230
    
    
    
    227
    
    
    
    230
    
    
    
    2455.5% US dollar 750 million bond due June 2011
    
    
    494
    
    
    
    
    
    
    
    518
    
    
    
    
    
    
    
    524
    
    
    
    Euro floating rate note due January 2012
    
    
    1,158
    
    
    
    1,203
    
    
    
    1,157
    
    
    
    1,136
    
    
    
    1,161
    
    
    
    1,218US dollar floating rate note due February 2012
    
    
    329
    
    
    
    350
    
    
    
    329
    
    
    
    322
    
    
    
    329
    
    
    
    3505.35% US dollar 500 million bond due February 2012
    
    
    329
    
    
    
    
    
    
    
    351
    
    
    
    
    
    
    
    352
    
    
    
    3.625% euro 1,250 million bond due November 2012
    
    
    1,113
    
    
    
    
    
    
    
    1,157
    
    
    
    
    
    
    
    1,149
    
    
    
    6.75% Australian dollar 265 million bond due January 2013
    
    
    160
    
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    167
    
    
    
    Czech krona floating rate note due June 2013
    
    
    19
    
    
    
    18
    
    
    
    19
    
    
    
    18
    
    
    
    19
    
    
    
    18Euro floating rate note due September 2013
    
    
    757
    
    
    
    786
    
    
    
    756
    
    
    
    714
    
    
    
    758
    
    
    
    7885.0% US dollar 1,000 million bond due December 2013
    
    
    658
    
    
    
    
    
    
    
    704
    
    
    
    
    
    
    
    718
    
    
    
    6.875% euro 1,000 million bond due December 2013
    
    
    891
    
    
    
    
    
    
    
    1,024
    
    
    
    
    
    
    
    936
    
    
    
    Euro floating rate note due June 2014
    
    
    1,113
    
    
    
    1,157
    
    
    
    1,099
    
    
    
    1,029
    
    
    
    1,114
    
    
    
    1,1584.15% US dollar 1,250 million bond due June 2014
    
    
    823
    
    
    
    
    
    
    
    856
    
    
    
    
    
    
    
    852
    
    
    
    5.125% euro 500 million bond due April 2015
    
    
    445
    
    
    
    463
    
    
    
    496
    
    
    
    470
    
    
    
    475
    
    
    
    4953.375% US dollar 500 million bond due November 2015
    
    
    329
    
    
    
    
    
    
    
    327
    
    
    
    
    
    
    
    330
    
    
    
    5% euro 750 million bond due June 2018
    
    
    668
    
    
    
    694
    
    
    
    721
    
    
    
    699
    
    
    
    694
    
    
    
    7217.875% US dollar 750 million bond due February 2030
    
    
    494
    
    
    
    525
    
    
    
    589
    
    
    
    577
    
    
    
    814
    
    
    
    8766.25% US dollar 495 million bond due November 2032
    
    
    326
    
    
    
    346
    
    
    
    328
    
    
    
    333
    
    
    
    453
    
    
    
    4856.15% US dollar 1,700 million bond due February 2037
    
    
    1,119
    
    
    
    1,189
    
    
    
    1,139
    
    
    
    1,034
    
    
    
    1,600
    
    
    
    1,710Bonds in fair value hedge relationships:
    
    
    9,395
    
    
    
    11,823
    
    
    
    10,085
    
    
    
    11,982
    
    
    
    10,147
    
    
    
    12,9515.875% euro 1,250 million bond due June 2010
    
    
    
    
    
    
    1,157
    
    
    
    
    
    
    
    1,195
    
    
    
    
    
    
    
    1,2585.5% US dollar 750 million bond due June 2011
    
    
    
    
    
    
    525
    
    
    
    
    
    
    
    544
    
    
    
    
    
    
    
    5755.35% US dollar 500 million bond due February 2012
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    357
    
    
    
    
    
    
    
    3853.625% euro 1,000 million bond due November 2012
    
    
    
    
    
    
    925
    
    
    
    
    
    
    
    919
    
    
    
    
    
    
    
    9676.75% Australian dollar 265 million bond due January 2013
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    127
    
    
    
    
    
    
    
    1405.0% US dollar 1,000 million bond due December 2013
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    713
    
    
    
    
    
    
    
    7866.875% euro 1,000 million bond due December 2013
    
    
    
    
    
    
    925
    
    
    
    
    
    
    
    1,005
    
    
    
    
    
    
    
    9734.625% sterling 350 million bond due September 2014
    
    
    350
    
    
    
    350
    
    
    
    367
    
    
    
    352
    
    
    
    388
    
    
    
    3814.625% sterling 525 million bond due September 2014
    
    
    525
    
    
    
    525
    
    
    
    550
    
    
    
    526
    
    
    
    532
    
    
    
    5192.15% Japanese yen 3,000 million bond due April 2015
    
    
    21
    
    
    
    21
    
    
    
    22
    
    
    
    22
    
    
    
    22
    
    
    
    225.375% US dollar 900 million bond due January 2015
    
    
    592
    
    
    
    630
    
    
    
    636
    
    
    
    632
    
    
    
    650
    
    
    
    7115.0% US dollar 750 million bond due September 2015
    
    
    494
    
    
    
    525
    
    
    
    529
    
    
    
    516
    
    
    
    543
    
    
    
    5986.25% euro 1,250 million bond due January 2016
    
    
    1,113
    
    
    
    1,157
    
    
    
    1,278
    
    
    
    1,208
    
    
    
    1,168
    
    
    
    1,1825.75% US dollar 750 million bond due March 2016
    
    
    494
    
    
    
    525
    
    
    
    536
    
    
    
    527
    
    
    
    556
    
    
    
    6144.75% euro 500 million bond due June 2016
    
    
    445
    
    
    
    463
    
    
    
    477
    
    
    
    448
    
    
    
    503
    
    
    
    5125.625% US dollar 1,300 million bond due February 2017
    
    
    856
    
    
    
    909
    
    
    
    919
    
    
    
    904
    
    
    
    960
    
    
    
    1,0705.375% sterling 600 million bond due December 2017
    
    
    600
    
    
    
    
    
    
    
    634
    
    
    
    
    
    
    
    628
    
    
    
    4.625% US dollar 500 million bond due July 2018
    
    
    329
    
    
    
    350
    
    
    
    328
    
    
    
    315
    
    
    
    349
    
    
    
    3928.125% sterling 450 million bond due November 2018
    
    
    450
    
    
    
    450
    
    
    
    553
    
    
    
    535
    
    
    
    487
    
    
    
    4835.45% US dollar 1,250 million bond due June 2019
    
    
    823
    
    
    
    
    
    
    
    857
    
    
    
    
    
    
    
    849
    
    
    
    4.65% euro 1,250 million bond January 2022
    
    
    1,113
    
    
    
    
    
    
    
    1,129
    
    
    
    
    
    
    
    1,145
    
    
    
    5.375% euro 500 million bond June 2022
    
    
    445
    
    
    
    463
    
    
    
    481
    
    
    
    433
    
    
    
    525
    
    
    
    5345.625% sterling 250 million bond due December 2025
    
    
    250
    
    
    
    250
    
    
    
    254
    
    
    
    234
    
    
    
    285
    
    
    
    2876.6324% euro 50 million bond due December 2028
    
    
    45
    
    
    
    46
    
    
    
    64
    
    
    
    46
    
    
    
    54
    
    
    
    505.9% sterling 450 million bond due November 2032
    
    
    450
    
    
    
    450
    
    
    
    471
    
    
    
    424
    
    
    
    503
    
    
    
    512Long-term borrowings
    
    
    26,558
    
    
    
    29,343
    
    
    
    27,712
    
    
    
    29,339
    
    
    
    28,632
    
    
    
    31,749
 
  106 Vodafone Group Plc




---



##### Table of Contents



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
    
    
    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
    
    
    
    39,795Within one year
    
    
    950
    
    
    
    127
    
    
    
    2,670
    
    
    
    787
    
    
    
    1,053
    
    
    
    5,222
    
    
    
    10,809In one to two years
    
    
    2,361
    
    
    
    97
    
    
    
    
    
    
    
    283
    
    
    
    3,663
    
    
    
    1,808
    
    
    
    8,212In two to three years
    
    
    665
    
    
    
    59
    
    
    
    
    
    
    
    2,105
    
    
    
    25
    
    
    
    1,443
    
    
    
    4,297In three to four years
    
    
    525
    
    
    
    59
    
    
    
    
    
    
    
    269
    
    
    
    314
    
    
    
    1,589
    
    
    
    2,756In four to five years
    
    
    1,345
    
    
    
    59
    
    
    
    
    
    
    
    1,064
    
    
    
    252
    
    
    
    2,118
    
    
    
    4,838In more than five years
    
    
    342
    
    
    
    1,517
    
    
    
    
    
    
    
    7,360
    
    
    
    71
    
    
    
    8,928
    
    
    
    18,2186,188
    
    
    
    1,918
    
    
    
    2,670
    
    
    
    11,868
    
    
    
    5,378
    
    
    
    21,108
    
    
    
    49,130Effect of discount/financing rates
    
    
    (136
    )
    
    
    (465
    )
    
    
    (11
    )
    
    
    (3,289
    )
    
    
    (209
    )
    
    
    (3,647
    )
    
    
    (7,757
    )31 March 2009
    
    
    6,052
    
    
    
    1,453
    
    
    
    2,659
    
    
    
    8,579
    
    
    
    5,169
    
    
    
    17,461
    
    
    
    41,373
  2010
    
    
    2009Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mWithin one year
    
    
    13,067
    
    
    
    13,154
    
    
    
    9,003
    
    
    
    9,231In one to two years
    
    
    929
    
    
    
    938
    
    
    
    592
    
    
    
    668In two to three years
    
    
    1,083
    
    
    
    974
    
    
    
    739
    
    
    
    609In three to four years
    
    
    1,040
    
    
    
    932
    
    
    
    765
    
    
    
    603In four to five years
    
    
    868
    
    
    
    816
    
    
    
    743
    
    
    
    577In more than five years
    
    
    7,607
    
    
    
    5,912
    
    
    
    7,062
    
    
    
    5,12924,594
    
    
    
    22,726
    
    
    
    18,904
    
    
    
    16,817
  2010
    
    
    2009Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    
    
    
    
    8,257
    
    
    
    
    
    
    
    6,039Euro
    
    
    8,650
    
    
    
    3,177
    
    
    
    5,595
    
    
    
    13US dollar
    
    
    1,545
    
    
    
    55
    
    
    
    2,527
    
    
    
    1,127Japanese yen
    
    
    548
    
    
    
    21
    
    
    
    214
    
    
    
    20Other
    
    
    1,485
    
    
    
    755
    
    
    
    81
    
    
    
    1,28512,228
    
    
    
    12,265
    
    
    
    8,417
    
    
    
    8,484
   2010
    
    
    2009£m
    
    
    £mWithin one year
    
    
    21
    
    
    
    10In two to five years
    
    
    47
    
    
    
    42In more than five years
    
    
    7
    
    
    
    18
 Vodafone Group Plc 107




---



##### Table of Contents



Total
    
    
    Floating rate
    
    
    Fixed rate
    
    
    Otherborrowings
    
    
    borrowings
    
    
    borrowings
    (1)
    
    borrowings
    (2)Currency
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    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
    
    
    
    3,405Sterling
    
    
    2,549
    
    
    
    2,549
    
    
    
    
    
    
    
    Euro
    
    
    15,126
    
    
    
    13,605
    
    
    
    1,521
    
    
    
    US dollar
    
    
    17,242
    
    
    
    10,565
    
    
    
    3,071
    
    
    
    3,606Japanese yen
    
    
    2,660
    
    
    
    2,660
    
    
    
    
    
    
    
    Other
    
    
    3,796
    
    
    
    3,323
    
    
    
    473
    
    
    
    31 March 2009
    
    
    41,373
    
    
    
    32,702
    
    
    
    5,065
    
    
    
    3,606
 
 Notes:(1)
    
    The weighted average interest rate for the Groups euro denominated fixed rate borrowings is
5.3% (2009: 5.1%). The weighted average time for which the rates are fixed is 3.4 years (2009: 6.7
years). The weighted average interest rate for the Groups US dollar denominated fixed rate
borrowings is 5.5% (2009: 6.6%). The weighted average time for which the rates are fixed is 12.3
years (2009: 25.4 years). The weighted average interest rate for the Groups other currency fixed
rate borrowings is 10.1% (2009: 10.1%). The weighted average time for which the rates are fixed is
1.5 years (2009: 2.5 years).(2)
    
    Other borrowings of £3,405 million (2009: £3,606 million) are the liabilities arising under
put options granted over direct and indirect interests in Vodafone Essar.
 Redeemable preference shares
   108 Vodafone Group Plc




---



##### Table of Contents



Financials
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mDefined contribution schemes
    
    
    110
    
    
    
    73
    
    
    
    63Defined benefit schemes
    
    
    50
    
    
    
    40
    
    
    
    28Total amount charged to the income
statement (note 32)
    
    
    160
    
    
    
    113
    
    
    
    91
   2010(1)
    
    
    2009(1)
    
    
    2008(1)%
    
    
    %
    
    
    %Weighted average actuarial
assumptions used at 31 March:Rate of inflation
    
    
    3.5
    
    
    
    2.6
    
    
    
    3.1Rate of increase in salaries
    
    
    4.6
    
    
    
    3.7
    
    
    
    4.3Rate of increase in pensions in payment

and deferred pensions
    
    
    3.5
    
    
    
    2.6
    
    
    
    3.1Discount rate
    
    
    5.7
    
    
    
    6.3
    
    
    
    6.1Expected rates of return:Equities
    
    
    8.5
    
    
    
    8.4
    
    
    
    8.0Bonds(2)
    
    
    5.1
    
    
    
    5.7
    
    
    
    4.4Other assets
    
    
    2.8
    
    
    
    3.7
    
    
    
    1.3
 
 Notes:(1)
    
    Figures shown represent a weighted average assumption of the individual schemes.(2)
    
    For the year ended 31 March 2010 the expected rate of return for bonds consisted of a 5.5%
rate of return for corporate bonds (2009: 6.1%; 2008: 4.7%) and a 4.0% rate of return for
government bonds (2009: 4.0%; 2008: 3.5%).
 2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mCurrent service cost
    
    
    29
    
    
    
    46
    
    
    
    53Interest cost
    
    
    77
    
    
    
    83
    
    
    
    69Expected return on pension assets
    
    
    (76
    )
    
    
    (92
    )
    
    
    (89
    )Curtailment/settlement
    
    
    20
    
    
    
    3
    
    
    
    (5
    )Total included within staff costs
    
    
    50
    
    
    
    40
    
    
    
    28Actuarial losses recognised in the SOCI
    
    
    149
    
    
    
    220
    
    
    
    47Cumulative actuarial losses recognised
in the SOCI
    
    
    496
    
    
    
    347
    
    
    
    127
   Vodafone Group Plc 109




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mMovement in pension assets:1 April
    
    
    1,100
    
    
    
    1,271
    
    
    
    1,251Exchange rate movements
    
    
    (10
    )
    
    
    50
    
    
    
    50Expected return on pension assets
    
    
    76
    
    
    
    92
    
    
    
    89Actuarial gains/(losses)
    
    
    286
    
    
    
    (381
    )
    
    
    (176
    )Employer cash contributions
    
    
    133
    
    
    
    98
    
    
    
    86Member cash contributions
    
    
    12
    
    
    
    15
    
    
    
    13Benefits paid
    
    
    (45
    )
    
    
    (45
    )
    
    
    (42
    )Other movements
    
    
    (65
    )
    
    
    
    
    
    
    31 March
    
    
    1,487
    
    
    
    1,100
    
    
    
    1,271Movement in pension liabilities:1 April
    
    
    1,332
    
    
    
    1,310
    
    
    
    1,292Exchange rate movements
    
    
    (15
    )
    
    
    69
    
    
    
    60Arising on acquisition
    
    
    
    
    
    
    33
    
    
    
    Current service cost
    
    
    29
    
    
    
    46
    
    
    
    53Interest cost
    
    
    77
    
    
    
    83
    
    
    
    69Member cash contributions
    
    
    12
    
    
    
    15
    
    
    
    13Actuarial losses/(gains)
    
    
    435
    
    
    
    (161
    )
    
    
    (129
    )Benefits paid
    
    
    (79
    )
    
    
    (45
    )
    
    
    (42
    )Other movements
    
    
    (101
    )
    
    
    (18
    )
    
    
    (6
    )31 March
    
    
    1,690
    
    
    
    1,332
    
    
    
    1,310
  UK
    
    
    Group2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mAnalysis of net assets/(deficits):Total fair value of scheme assets
    
    
    1,131
    
    
    
    755
    
    
    
    934
    
    
    
    954
    
    
    
    835
    
    
    
    1,487
    
    
    
    1,100
    
    
    
    1,271
    
    
    
    1,251
    
    
    
    1,123Present value of funded scheme
liabilities
    
    
    (1,276
    )
    
    
    (815
    )
    
    
    (902
    )
    
    
    (901
    )
    
    
    (847
    )
    
    
    (1,625
    )
    
    
    (1,196
    )
    
    
    (1,217
    )
    
    
    (1,194
    )
    
    
    (1,128
    )Net (deficit)/assets for funded
schemes
    
    
    (145
    )
    
    
    (60
    )
    
    
    32
    
    
    
    53
    
    
    
    (12
    )
    
    
    (138
    )
    
    
    (96
    )
    
    
    54
    
    
    
    57
    
    
    
    (5
    )Present value of unfunded scheme
liabilities
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65
    )
    
    
    (136
    )
    
    
    (93
    )
    
    
    (98
    )
    
    
    (96
    )Net (deficit)/assets
    
    
    (145
    )
    
    
    (68
    )
    
    
    32
    
    
    
    53
    
    
    
    (12
    )
    
    
    (203
    )
    
    
    (232
    )
    
    
    (39
    )
    
    
    (41
    )
    
    
    (101
    )Net (deficit)/assets are analysed as:Assets
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    53
    
    
    
    
    
    
    
    34
    
    
    
    8
    
    
    
    65
    
    
    
    82
    
    
    
    19Liabilities
    
    
    (145
    )
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    (12
    )
    
    
    (237
    )
    
    
    (240
    )
    
    
    (104
    )
    
    
    (123
    )
    
    
    (120
    )
   2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mActual return on pension assets
    
    
    362
    
    
    
    (289
    )
    
    
    (87
    )Analysis of pension assets at 31 March is as follows:
    
    
    %
    
    
    
    %
    
    
    
    %Equities
    
    
    59.6
    
    
    
    55.6
    
    
    
    68.5Bonds
    
    
    37.5
    
    
    
    41.9
    
    
    
    17.7Property
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.3Other
    
    
    2.6
    
    
    
    2.1
    
    
    
    13.5100.0
    
    
    
    100.0
    
    
    
    100.0
  110   Vodafone Group Plc




---



##### Table of Contents



Financials
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mExperience adjustments on pension liabilities:Amount
    
    
    8
    
    
    
    6
    
    
    
    (5
    )
    
    
    (2
    )
    
    
    (4
    )Percentage of pension liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Experience adjustments on pension assets:Amount
    
    
    286
    
    
    
    (381
    )
    
    
    (176
    )
    
    
    26
    
    
    
    121Percentage of pension assets
    
    
    19
    %
    
    
    (35
    %)
    
    
    (14
    %)
    
    
    2
    %
    
    
    11
    %
 
  Assetretirement
    
    
    Otherobligations
    
    
    provisions
    
    
    Total£m
    
    
    £m
    
    
    £m1 April 2008
    
    
    208
    
    
    
    454
    
    
    
    662Exchange movements
    
    
    34
    
    
    
    75
    
    
    
    109Amounts capitalised in the year
    
    
    111
    
    
    
    
    
    
    
    111Amounts charged to the income statement
    
    
    
    
    
    
    194
    
    
    
    194Utilised in the year  payments
    
    
    (4
    )
    
    
    (106
    )
    
    
    (110
    )Amounts released to the income statement
    
    
    
    
    
    
    (72
    )
    
    
    (72
    )Other
    
    
    12
    
    
    
    
    
    
    
    1231 March 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
    
    
    
    994
  2010
    
    
    2009£m
    
    
    £mCurrent liabilities
    
    
    497
    
    
    
    373Non-current liabilities
    
    
    497
    
    
    
    533994
    
    
    
    906
     
  2010
    
    
    2009£m
    
    
    £mIncluded within non-current liabilities:Other payables
    
    
    76
    
    
    
    91Accruals and deferred income
    
    
    379
    
    
    
    322Derivative financial instruments
    
    
    361
    
    
    
    398816
    
    
    
    811Included within current liabilities:Trade payables
    
    
    3,254
    
    
    
    3,160Amounts owed to associates
    
    
    17
    
    
    
    18Other taxes and social security payable
    
    
    998
    
    
    
    762Other payables
    
    
    650
    
    
    
    1,163Accruals and deferred income
    
    
    9,064
    
    
    
    8,258Derivative financial instruments
    
    
    99
    
    
    
    3714,082
    
    
    
    13,398
 Vodafone Group Plc 111




---



##### Table of Contents



2010
    
    
    2009£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for trading):Interest rate swaps
    
    
    330
    
    
    
    381Foreign exchange swaps
    
    
    95
    
    
    
    37425
    
    
    
    418Fair value hedges:Interest rate swaps
    
    
    35
    
    
    
    17460
    
    
    
    435
 
   £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
      Fair valueBook value
    
    
    adjustments
    
    
    Fair value£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. 112   Vodafone Group Plc




---



##### Table of Contents



Financials
   2010£mRevenue
    
    
    44,677Profit for the financial year
    
    
    8,556Profit attributable to equity shareholders
    
    
    8,603
 PenceBasic earnings per share
    
    
    16.36Diluted earnings per share
    
    
    16.28
     
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mProfit for the financial year
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756Adjustments for:Share-based payments
    
    
    150
    
    
    
    128
    
    
    
    107Depreciation and amortisation
    
    
    7,910
    
    
    
    6,814
    
    
    
    5,909Loss on disposal of property, plant and equipment
    
    
    101
    
    
    
    10
    
    
    
    70Share of result in associates
    
    
    (4,742
    )
    
    
    (4,091
    )
    
    
    (2,876
    )Impairment losses, net
    
    
    2,100
    
    
    
    5,900
    
    
    
    Other income and expense
    
    
    (114
    )
    
    
    
    
    
    
    28Non-operating income and expense
    
    
    10
    
    
    
    44
    
    
    
    (254
    )Investment income
    
    
    (716
    )
    
    
    (795
    )
    
    
    (714
    )Financing costs
    
    
    1,512
    
    
    
    2,419
    
    
    
    2,014Income tax expense
    
    
    56
    
    
    
    1,109
    
    
    
    2,245Decrease/(increase) in inventory
    
    
    2
    
    
    
    81
    
    
    
    (78
    )(Increase)/decrease in trade and other receivables
    
    
    (714
    )
    
    
    80
    
    
    
    (378
    )Increase/(decrease) in trade and other payables
    
    
    1,164
    
    
    
    (145
    )
    
    
    460Cash generated by operations
    
    
    15,337
    
    
    
    14,634
    
    
    
    13,289Tax paid
    
    
    (2,273
    )
    
    
    (2,421
    )
    
    
    (2,815
    )Net cash flow from operating activities
    
    
    13,064
    
    
    
    12,213
    
    
    
    10,474
 Vodafone Group Plc 113




---



##### Table of Contents



2010
    
    
    2009£m
    
    
    £mWithin one year
    
    
    1,200
    
    
    
    1,041In more than one year but less than two years
    
    
    906
    
    
    
    812In more than two years but less than three years
    
    
    776
    
    
    
    639In more than three years but less than four years
    
    
    614
    
    
    
    539In more than four years but less than five years
    
    
    512
    
    
    
    450In more than five years
    
    
    2,235
    
    
    
    2,1356,243
    
    
    
    5,616
   Company and subsidiaries
        
    Share of joint ventures
        
    Group2010
        
    2009
        
    2010
        
    2009
        
    2010
        
    2009£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mContracts placed for future capital expenditure not provided in the financial
statements(1)
    
    
    1,800
    
    
    
    1,706
    
    
    
    219
    
    
    
    401
    
    
    
    2,019
    
    
    
    2,107
 
 Note:(1)
    
    Commitment includes contracts placed for property, plant and equipment and intangible assets. 
  2010
    
    
    2009£m
    
    
    £mPerformance bonds
    
    
    246
    
    
    
    157Credit
guarantees  third party indebtedness
    
    
    76
    
    
    
    61Other guarantees and contingent liabilities
    
    
    496
    
    
    
    445
            114 Vodafone Group Plc




---



##### Table of Contents



Financials
       Vodafone Group Plc 115




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mSalaries and fees
    
    
    5
    
    
    
    4
    
    
    
    5Incentive schemes
    
    
    3
    
    
    
    2
    
    
    
    4Benefits
    
    
    1
    
    
    
    
    
    
    
    1Other(1)
    
    
    
    
    
    
    1
    
    
    
    9
    
    
    
    7
    
    
    
    10
  
 (1)
    
    Other amounts in 2009 include the value of the cash allowance taken by some individuals in lieu
of pension contributions and payments in respect of loss of office and relocation to the US.     2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mShort-term employee benefits
    
    
    21
    
    
    
    17
    
    
    
    20Post-employment benefits:Defined benefit schemes
    
    
    
    
    
    
    
    
    
    
    1Defined contribution schemes
    
    
    1
    
    
    
    1
    
    
    
    1Share-based payments
    
    
    20
    
    
    
    14
    
    
    
    1042
    
    
    
    32
    
    
    
    32
 
      2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mSales of goods and services to associates
    
    
    281
    
    
    
    205
    
    
    
    165Purchase of goods and services from associates
    
    
    159
    
    
    
    223
    
    
    
    212Purchase of goods and services from joint ventures
    
    
    194
    
    
    
    57
    
    
    
    13Net interest (receivable from)/payable to joint ventures(1)
    
    
    (44
    )
    
    
    (18
    )
    
    
    27Trade balances owed:by associates
    
    
    24
    
    
    
    50
    
    
    
    21to associates
    
    
    17
    
    
    
    18
    
    
    
    22by joint ventures
    
    
    27
    
    
    
    10
    
    
    
    16to joint ventures
    
    
    40
    
    
    
    33
    
    
    
    39Other balances owed by joint ventures(1)
    
    
    751
    
    
    
    311
    
    
    
    127
  
 (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.  116 Vodafone Group Plc




---



##### Table of Contents



Financials
    
   2010
    
    
    2009
    
    
    2008Employees
    
    
    Employees
    
    
    EmployeesBy activity:Operations
    
    
    14,099
    
    
    
    13,889
    
    
    
    12,891Selling and distribution
    
    
    27,398
    
    
    
    25,174
    
    
    
    22,063Customer care and administration
    
    
    43,493
    
    
    
    40,034
    
    
    
    37,42184,990
    
    
    
    79,097
    
    
    
    72,375By segment:Germany
    
    
    13,507
    
    
    
    13,788
    
    
    
    13,631Italy
    
    
    6,207
    
    
    
    6,247
    
    
    
    6,669Spain
    
    
    4,326
    
    
    
    4,354
    
    
    
    4,057UK
    
    
    9,766
    
    
    
    10,350
    
    
    
    10,367Other Europe
    
    
    8,591
    
    
    
    8,765
    
    
    
    8,645Europe
    
    
    42,397
    
    
    
    43,504
    
    
    
    43,369Vodacom
    
    
    6,833
    
    
    
    3,246
    
    
    
    2,751Other Africa and Central Europe
    
    
    14,231
    
    
    
    13,789
    
    
    
    10,925Africa and Central Europe
    
    
    21,064
    
    
    
    17,035
    
    
    
    13,676India
    
    
    10,132
    
    
    
    8,674
    
    
    
    6,323Other Asia Pacific and Middle East
    
    
    7,905
    
    
    
    6,765
    
    
    
    6,051Asia Pacific and Middle East
    
    
    18,037
    
    
    
    15,439
    
    
    
    12,374Common Functions
    
    
    3,492
    
    
    
    3,119
    
    
    
    2,956Total
    
    
    84,990
    
    
    
    79,097
    
    
    
    72,375
  2010
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £mWages and salaries
    
    
    3,045
    
    
    
    2,607
    
    
    
    2,175Social security costs
    
    
    415
    
    
    
    379
    
    
    
    325Share-based payments (note 20)
    
    
    150
    
    
    
    128
    
    
    
    107Other pension costs (note 23)
    
    
    160
    
    
    
    113
    
    
    
    913,770
    
    
    
    3,227
    
    
    
    2,698
 Vodafone Group Plc 117




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##### Table of Contents




    
    give a true and fair view of the state of the parent companys affairs as at 31 March 2010;
    
    have been properly prepared in accordance with United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice); and
    
    have been prepared in accordance with the requirements of the Companies Act 2006.
 
    
    the part of the directors remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006; and
    
    the information given in the directors report for
the financial year for which the financial statements are prepared is consistent with the parent
company financial statements.
   
    
    adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
    
    the parent company financial
statements and the part of the Directors Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
    
    certain disclosures of directors remuneration
specified by law are not made; or
    
    we have not received all the information and explanations we
require for our audit.
  Panos Kakoullis (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
   118 Vodafone Group Plc




---



##### Table of Contents



Financials
 
   2010
    
    
    2009Note
    
    
    £m
    
    
    £mFixed assetsShares in Group undertakings
    
    
    3
    
    
    
    65,085
    
    
    
    64,937Current assetsDebtors: amounts falling due after more than one year
    
    
    4
    
    
    
    1,914
    
    
    
    2,352Debtors: amounts falling due within one year
    
    
    4
    
    
    
    116,905
    
    
    
    126,334Other investments
    
    
    5
    
    
    
    388
    
    
    
    Cash at bank and in hand
    
    
    
    
    
    
    24
    
    
    
    111119,231
    
    
    
    128,797Creditors: amounts falling due within one year
    
    
    6
    
    
    
    (78,185
    )
    
    
    (92,339
    )Net current assets
    
    
    
    
    
    
    41,046
    
    
    
    36,458Total assets less current liabilities
    
    
    
    
    
    
    106,131
    
    
    
    101,395Creditors: amounts falling due after more than one year
    
    
    6
    
    
    
    (23,840
    )
    
    
    (21,970
    )82,291
    
    
    
    79,425Capital and reservesCalled up share capital
    
    
    7
    
    
    
    4,153
    
    
    
    4,153Share premium account
    
    
    9
    
    
    
    43,011
    
    
    
    43,008Capital redemption reserve
    
    
    9
    
    
    
    10,101
    
    
    
    10,101Capital reserve
    
    
    9
    
    
    
    88
    
    
    
    88Other reserves
    
    
    9
    
    
    
    988
    
    
    
    957Own shares held
    
    
    9
    
    
    
    (7,827
    )
    
    
    (8,053
    )Profit and loss account
    
    
    9
    
    
    
    31,777
    
    
    
    29,171Equity shareholders funds
    
    
    
    
    
    
    82,291
    
    
    
    79,425
  /s/ Vittorio Colao
    
    /s/ Andy HalfordVittorio Colao
    
    Andy HalfordChief Executive
    
    Chief Financial Officer
  Vodafone Group Plc 119




---



##### Table of Contents



Capital market and bank borrowings
  Equity instruments
  Derivative financial instruments and hedge accounting
   120 Vodafone Group Plc




---



##### Table of Contents



Financials
          
   £mCost:1 April 2009
    
    
    70,208Additions
    
    
    489Capital contributions arising from share-based payments
    
    
    150Contributions received in relation to share-based payments
    
    
    (119
    )Disposals
    
    
    (12
    )31 March 2010
    
    
    70,716Amounts provided for:1 April 2009
    
    
    5,271Amounts provided for during the year
    
    
    36031 March 2010
    
    
    5,631Net book value:31 March 2009
    
    
    64,93731 March 2010
    
    
    65,085
  Country of
    
    
    PercentageName
    
    Principal activity

    
    incorporation
    
    
    shareholdingVodafone European Investments
    
    Holding company
    
    England
    
    
    100Vodafone Group Services Limited
    
    Global products and services provider
    
    England
    
    
    100
 
  2010
    
    
    2009£m
    
    
    £mAmounts falling due within one year:Amounts owed by subsidiaries
    
    
    116,521
    
    
    
    126,010Taxation recoverable
    
    
    200
    
    
    
    44Other debtors
    
    
    184
    
    
    
    280116,905
    
    
    
    126,334Amounts falling due after more than one year:Deferred taxation
    
    
    12
    
    
    
    18Other debtors
    
    
    1,902
    
    
    
    2,3341,914
    
    
    
    2,352
 Vodafone Group Plc 121




---



##### Table of Contents



2010
    
    
    2009£m
    
    
    £mInvestments
    
    
    388
    
    
    
    
  
  2010
    
    
    2009£m
    
    
    £mAmounts falling due within one year:Bank loans and other loans
    
    
    4,360
    
    
    
    7,717Amounts owed to subsidiaries
    
    
    73,663
    
    
    
    84,394Taxation payable
    
    
    31
    
    
    
    Other creditors
    
    
    111
    
    
    
    174Accruals and deferred income
    
    
    20
    
    
    
    5478,185
    
    
    
    92,339Amounts falling due after more than one year:Other loans
    
    
    23,488
    
    
    
    21,707Other creditors
    
    
    352
    
    
    
    26323,840
    
    
    
    21,970
  
  2010
    
    
    2009Number
    
    
    £m
    
    
    Number
    
    
    £mAuthorised:(1)Ordinary shares of 113/7 US cents each
    
    
    68,250,000,000
    
    
    
    4,875
    
    
    
    68,250,000,000
    
    
    
    4,875B shares of 15 pence each
    
    
    38,563,935,574
    
    
    
    5,784
    
    
    
    38,563,935,574
    
    
    
    5,784Deferred shares of 15 pence each
    
    
    28,036,064,426
    
    
    
    4,206
    
    
    
    28,036,064,426
    
    
    
    4,206Ordinary shares allotted, issued and fully paid:(2)1 April
    
    
    57,806,283,716
    
    
    
    4,153
    
    
    
    58,255,055,725
    
    
    
    4,182Allotted during the year
    
    
    2,963,016
    
    
    
    
    
    
    
    51,227,991
    
    
    
    3Cancelled during the year
    
    
    
    
    
    
    
    
    
    
    (500,000,000
    )
    
    
    (32
    )31 March
    
    
    57,809,246,732
    
    
    
    4,153
    
    
    
    57,806,283,716
    
    
    
    4,153B shares allotted, issued and fully paid:(3)1 April
    
    
    
    
    
    
    
    
    
    
    87,429,138
    
    
    
    13Redeemed during the year
    
    
    
    
    
    
    
    
    
    
    (87,429,138
    )
    
    
    (13
    )31 March
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  (1)
    
    50,000 (2009: 50,000) 7% cumulative fixed rate shares of £1 each were authorised, allotted,
issued and fully paid by the Company.(2)
    
    At 31 March 2010 the Company held 5,146,112,159 (2009: 5,322,411,101) treasury shares with a
nominal value of £370 million (2009: £382 million). The number of shares held by the Group as
treasury shares, at 31 March 2010, has been adjusted down by 27 million which represents a number
of shares that the Company previously reported as being purchased on the 10 September 2008, via
Lehman Brothers International (Europe) (LBIE), and held in treasury. As a result of LBIE being
placed in administration on the 15 September 2008 the shares were not settled to the Companys
designated treasury account and are believed to be held in a proprietary account with the
Administrator. The Company has treated the transaction to buy back the shares as failed.(3)
    
    On 31 July 2006 Vodafone Group Plc undertook a return of capital to shareholders via a B share
scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that
day, and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into
57,987,155,835 new ordinary shares of 113/7 US cents each. B shareholders
were given the alternatives of initial redemption or future redemption at 15 pence per share or the
payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August
2006 with future redemption dates on 5 February and 5 August each year until 5 August 2008 when the
Company redeemed all B shares still in issue at their nominal value of 15 pence.
  Nominal
    
    
    Netvalue
    
    
    proceedsNumber
    
    
    £m
    
    
    £mUK share awards and option scheme awards
    
    
    1,612,486
    
    
    
    
    
    
    
    1US share awards and option scheme awards
    
    
    1,350,530
    
    
    
    
    
    
    
    2Total for share awards and option scheme awards
    
    
    2,963,016
    
    
    
    
    
    
    
    3
 122 Vodafone Group Plc




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##### Table of Contents



Financials
 
    
    
    Vodafone Group savings related and sharesave plans
    
    Vodafone Group executive plans
    
    Vodafone Group 1999 Long-Term Stock Incentive Plan and ADSs
    
    Other share option plans
  
    
    Share Incentive Plan
    
    Other share plans
    
  Share
    
    
    Capital
    
    
    
    
    
    
    
    
    
    
    Own
    
    
    Profit
    
    
    Total equityShare
    
    
    premium
    
    
    redemption
    
    
    Capital
    
    
    Other
    
    
    shares
    
    
    and loss
    
    
    shareholdersCapital
    
    
    account
    
    
    reserve
    
    
    reserve
    
    
    reserves
    
    
    held
    
    
    account
    
    
    funds£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m1 April 2009
    
    
    4,153
    
    
    
    43,008
    
    
    
    10,101
    
    
    
    88
    
    
    
    957
    
    
    
    (8,053
    )
    
    
    29,171
    
    
    
    79,425Allotment of shares
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Own shares released on vesting of share awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189
    
    
    
    
    
    
    
    189Profit for the financial year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,693
    
    
    
    6,693Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,131
    )
    
    
    (4,131
    )Capital contribution given relating to share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    150Contribution received relating to share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (119
    )
    
    
    
    
    
    
    
    
    
    
    (119
    )Other movements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    44
    
    
    
    8131 March 2010
    
    
    4,153
    
    
    
    43,011
    
    
    
    10,101
    
    
    
    88
    
    
    
    988
    
    
    
    (7,827
    )
    
    
    31,777
    
    
    
    82,291
     
  2010
    
    
    2009£m
    
    
    £mDeclared during the financial year:Final dividend for the year ended 31 March 2009: 5.20 pence per share (2008: 5.02 pence per share)
    
    
    2,731
    
    
    
    2,667Interim dividend for the year ended 31 March 2010: 2.66 pence per share (2009: 2.57 pence per share)
    
    
    1,400
    
    
    
    1,3504,131
    
    
    
    4,017Proposed after the balance sheet date and not recognised as a liability:Final dividend for the year ended 31 March 2010: 5.65 pence per share (2009: 5.20 pence per share)
    
    
    2,976
    
    
    
    2,731
 Vodafone
Group Plc 123




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##### Table of Contents



2010
    
    
    2009£m
    
    
    £mPerformance bonds
    
    
    5
    
    
    
    35Credit guarantees  third party indebtedness
    
    
    5,112
    
    
    
    5,317Other guarantees and contingent liabilities
    
    
    224
    
    
    
    231
            124 Vodafone
Group Plc




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##### Table of Contents



Additional information
 
   Interim management statement
    
    23 July 2010Half-year financial results announcement
    
    9 November 2010
    Ex-dividend date
    
    2 June 2010Record date
    
    4 June 2010Dividend reinvestment plan last election date
    
    16 July 2010Dividend payment date(1)
    
    6 August 2010
  (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; or
 
    
    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 Registrar
    
    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: 0818 300 999www.investorcentre.co.uk/contactus
    
    www.investorcentre.co.uk/contactusADS depositaryBNY MellonBNY Mellon Shareowner ServicesPO Box 358516Pittsburgh, PA 15252-8516, USATelephone: +1 800 233 5601 (toll free) or, for calls outside the USA,+1 201 680 6837 (not toll free) and enter company number 2160Email: shrrelations@bnymellon.com
 Vodafone
Group Plc 125




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
    
    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 a live webcast of the AGM of the Company on 27 July 2010. A recording will be
available to view after that date;
    
    view and/or download the 2010 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 e-mailed to them.
 30 September 1999
    London StockExchangePounds per
    
    
    NYSE/NASDAQ(1)ordinary share
    
    
    Dollars per ADSYear ended 31 March
    
    High
    
    
    Low
    
    
    High
    
    
    Low2006
    
    
    1.55
    
    
    
    1.09
    
    
    
    28.04
    
    
    
    19.322007
    
    
    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
    
    
    
    17.68
 London StockExchangePounds per
    
    
    NYSE/NASDAQ(1)ordinary share
    
    
    Dollars per ADSQuarter
    
    High
    
    
    Low
    
    
    High
    
    
    Low2008/2009First quarter
    
    
    1.70
    
    
    
    1.40
    
    
    
    32.87
    
    
    
    27.72Second quarter
    
    
    1.58
    
    
    
    1.18
    
    
    
    31.21
    
    
    
    21.01Third quarter
    
    
    1.41
    
    
    
    0.96
    
    
    
    23.06
    
    
    
    15.30Fourth quarter
    
    
    1.48
    
    
    
    1.13
    
    
    
    21.88
    
    
    
    15.462009/2010First 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(2)
    
    
    1.53
    
    
    
    1.32
    
    
    
    23.79
    
    
    
    19.41
 London StockExchangePounds per
    
    
    NYSE/NASDAQ(1)ordinary share
    
    
    Dollars per ADSMonth
    
    High
    
    
    Low
    
    
    High
    
    
    LowNovember 2009
    
    
    1.40
    
    
    
    1.33
    
    
    
    23.61
    
    
    
    21.86December 2009
    
    
    1.45
    
    
    
    1.38
    
    
    
    24.04
    
    
    
    22.21January 2010
    
    
    1.44
    
    
    
    1.32
    
    
    
    23.31
    
    
    
    21.42February 2010
    
    
    1.44
    
    
    
    1.34
    
    
    
    22.51
    
    
    
    21.39March 2010
    
    
    1.54
    
    
    
    1.42
    
    
    
    23.32
    
    
    
    21.32April 2010
    
    
    1.53
    
    
    
    1.40
    
    
    
    23.79
    
    
    
    21.58May 2010(2)
    
    
    1.48
    
    
    
    1.32
    
    
    
    22.61
    
    
    
    19.41
  (1)
    
    The Company transferred its ADSs from the
NYSE to NASDAQ on 29 October 2009.(2)
    
    Covering
period up to 17 May 2010.
   126 Vodafone
Group Plc




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##### Table of Contents



Additional information
  3 7
  Inflation
  Foreign currency translation
 
 31 March
    
    
    %Currency (=£1)
    
    2010
    
    
    2009
    
    
    changeAverage:Euro
    
    
    1.13
    
    
    
    1.20
    
    
    
    (5.8
    )US dollar
    
    
    1.60
    
    
    
    1.72
    
    
    
    (7.0
    )At 31 March:Euro
    
    
    1.12
    
    
    
    1.08
    
    
    
    3.7US dollar
    
    
    1.52
    
    
    
    1.43
    
    
    
    6.3
  Year ended 31 March
    
    31 March
    
    
    Average
    
    
    High
    
    
    Low2006
    
    
    1.74
    
    
    
    1.79
    
    
    
    1.92
    
    
    
    1.712007
    
    
    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
    
    
    
    1.44
 Month
    
    High
    
    
    LowNovember 2009
    
    
    1.68
    
    
    
    1.64December 2009
    
    
    1.67
    
    
    
    1.59January 2010
    
    
    1.64
    
    
    
    1.59February 2010
    
    
    1.60
    
    
    
    1.52March 2010
    
    
    1.54
    
    
    
    1.48April 2010
    
    
    1.55
    
    
    
    1.52
  th
 Shareholders at 31 March 2010
 Number of
    
    
    % of totalNumber of ordinary shares held
    
    accounts
    
    
    issued shares1  1,000
    
    
    435,142
    
    
    
    0.211,001  5,000
    
    
    80,280
    
    
    
    0.315,001  50,000
    
    
    26,783
    
    
    
    0.5850,001  100,000
    
    
    1,130
    
    
    
    0.14100,001  500,000
    
    
    1,066
    
    
    
    0.43More than 500,000
    
    
    1,663
    
    
    
    98.33546,064
    
    
    
    100.00
 Geographical analysis of shareholders
   3 7
 Shareholder
    
    ShareholdingBlack Rock Inc
    
    
    5.74
    %Legal & General Group Plc
    
    
    4.07
    %
       Articles of association
   Vodafone
Group Plc 127




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Directors
          Rights attaching to the Companys shares
 3 7
 Dividend rights
    Voting rights
       Liquidation rights
   128 Vodafone
Group Plc




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##### Table of Contents



Additional information
  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
   Vodafone
Group Plc 129




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
    
    a citizen or resident of the United States;
    
    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
 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
   130 Vodafone
Group Plc




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##### Table of Contents



Additional information
  Additional tax considerations
 UK inheritance tax
  UK stamp duty and stamp duty reserve tax
 PFIC rules
   Vodafone
Group Plc 131




---



##### Table of Contents




    
    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 subsidiaries 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.
  9 May 2007
 3 December 2007 
 11 December 2007
 19 May 2008 
 17 August 2008
 18 December 2008 
 9 January 2009
 20 April 2009
 10 May 2009
 9 June 2009
   132 Vodafone
Group Plc




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##### Table of Contents



Additional information
 
   
    
    the creation of a new European Telecoms Authority called the Body of European Regulators
for Electronic Communications (BEREC) effective from 7 January 2010;
    
    changes to the licensing of spectrum, introducing a multi-year spectrum policy
programme, more flexibility, trading and market-based approaches;
    
    adjustments to the Article 7 process in which regulatory decisions are reviewed by the
Commission and BEREC;
    
    the addition of functional separation as a remedy which may be imposed by national
regulatory authorities (NRAs) subject to certain conditions being fulfilled;
    
    provisions to safeguard net neutrality to address the concerns that the services of
some internet service providers will be blocked or otherwise discriminated against by network
operators;
    
    an obligation to complete number portability in one day on all networks in the EU and
various other measures regarding consumer protection and user rights;
    
    various measures regarding network security; and
    
    obligations for telecommunication providers to register any serious data breaches and to
inform NRAs and their customers.
   Roaming
  
 Call termination
    Fixed network regulation
   Spectrum
    Germany
   Vodafone
Group Plc 133




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##### Table of Contents



Italy
  
 Spain
   
  United Kingdom
    Other Europe
 Greece
 Ireland
  Netherlands
  
 Portugal
    South Africa
    Other Africa and Central Europe
 Romania
  Czech Republic
  Hungary
  Turkey
   134 Vodafone
Group Plc




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##### Table of Contents



Additional information
 
  Ghana
    India
      Other Asia Pacific and Middle East
 Australia
  Egypt
  New Zealand
 Qatar
     Mobile licences
 Country by region
    
    2G licence expiry date
    
    
    3G licence expiry dateEuropeGermany
    
    December 2016
    
    December 2020Italy
    
    February 2015
    
    December 2021Spain
    
    July 2023
    (1)
    April 2020UK
    
    See note 2
    
    December 2021Albania
    
    June 2016
    
    None issuedGreece
    
    August 2016
    (3)
    August 2021Ireland
    
    May 2011
    (4)
    October 2022Malta(5)
    
    September 2010
    
    August 2020Netherlands
    
    March 2013
    
    December 2016Portugal
    
    October 2021
    
    January 2016Africa and Central EuropeVodacom: South Africa

    Annual
    (6)
    Annual
(6)Romania(7)
    
    December 2011
    
    March 2020Turkey
    
    April 2023
    
    April 2029Czech Republic(8)
    
    January 2021
    
    February 2025Ghana
    
    December 2019
    
    December 2023
(9)Hungary
    
    July 2014
    (10)
    December 2019
(11)Asia Pacific and Middle EastIndia(12)
    
    November 2014 
 December 2026
    
    None issuedEgypt(13)
    
    January 2022
    
    January 2022New Zealand
    
    See note 13
    
    March 2021
(14)Qatar
    
    June 2028
    
    June 2028
  (1)
    
    Date relates to 1800 MHz spectrum licence. Spain also has a separate 900 MHz spectrum licence
which expires in February 2020.(2)
    
    Indefinite licence with a one year notice of revocation.(3)
    
    The licence granted in 1992 (900 MHz spectrum) will expire in September 2012. The licence
granted in 2001 (900 and 1800 MHz spectrum) will expire in August 2016.(4)
    
    Date refers to 900 MHz licence. Ireland also has a separate 1800 MHz spectrum licence which
expires in December 2015.(5)
    
    Malta also holds a WiMAX licence, granted in October 2005, which expires in October 2020.(6)
    
    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 a 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.(7)
    
    Romania was awarded an additional 2x28 MHz of 1800 MHz spectrum in August 2009.(8)
    
    Czech Republic was awarded an additional 2x3.8 MHz of 900 MHz spectrum in June 2009.(9)
    
    The NRA has issued provisional licences with the intention of converting these to full licences
once the NRA board has been reconvened.(10)
    
    There is an option to extend this licence for seven years.(11)
    
    There is an option to extend this licence.(12)
    
    India is comprised of 23 service areas with a variety of expiry dates. There is an option to
extend these licences by ten years.(13)
    
    Egypt acquired an additional 3G carrier at 2.1 GHz (2 x 5 MHz) in July 2009 for EGP 1.1.
billion.(14)
    
    New Zealand owns two 900 MHz licences which expire in November 2011 and in June 2012. These
licences are expected to be renewed until November 2031. Additionally Vodafone New Zealand owns a
1800 MHz spectrum licence and a 2100 MHz licence which expire in March 2021.
All licences can be used for 2G and 3G at our discretion.
   Vodafone
Group Plc 135




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##### Table of Contents




    
    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.
 136 Vodafone
Group Plc




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##### Table of Contents



Additional information
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedchange
    
    
    activity
    
    
    exchange
    
    
    change%
    
    
    pps
    
    
    pps
    
    
    %31 March 2010GroupData revenue
    
    
    19.3
    
    
    
    6.9
    
    
    
    6.8
    
    
    
    33.0Fixed line revenue
    
    
    7.9
    
    
    
    6.0
    
    
    
    6.7
    
    
    
    20.6Service revenue
    
    
    (1.6
    )
    
    
    4.9
    
    
    
    5.6
    
    
    
    8.9VGE service revenue
    
    
    2
    
    
    
    1
    
    
    
    6
    
    
    
    9EuropeEnterprise revenue
    
    
    (4.1
    )
    
    
    
    
    
    
    4.7
    
    
    
    0.6Fixed line revenue
    
    
    7.7
    
    
    
    
    
    
    
    6.3
    
    
    
    14.0Service revenue for the quarter ended 31 March 2010
    
    
    (1.7
    )
    
    
    (0.1
    )
    
    
    (2.0
    )
    
    
    (3.8
    )Germany  service revenue for the quarter ended 31 March 2010
    
    
    (1.6
    )
    
    
    
    
    
    
    (2.4
    )
    
    
    (4.0
    )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
    )Netherlands  service revenue
    
    
    3.0
    
    
    
    
    
    
    
    6.4
    
    
    
    9.4Greece  service revenue
    
    
    (14.5
    )
    
    
    
    
    
    
    5.6
    
    
    
    (8.9
    )Portugal  service revenue
    
    
    (4.9
    )
    
    
    
    
    
    
    6.1
    
    
    
    1.2Africa and Central EuropeService revenue for the quarter ended 31 March 2010
    
    
    2.4
    
    
    
    45.5
    
    
    
    8.4
    
    
    
    56.3Vodacom  revenue
    
    
    3.2
    
    
    
    108.6
    
    
    
    38.5
    
    
    
    150.3Vodacom  data revenue
    
    
    32.9
    
    
    
    155.3
    
    
    
    57.3
    
    
    
    245.5Vodacom  service revenue for the quarter ended 31 March 2010
    
    
    4.6
    
    
    
    123.7
    
    
    
    29.3
    
    
    
    157.6Romania  service revenue
    
    
    (19.9
    )
    
    
    
    
    
    
    5.2
    
    
    
    (14.7
    )Romania  adjusted EBITDA
    
    
    (26.5
    )
    
    
    
    
    
    
    4.7
    
    
    
    (21.8
    )Turkey  service revenue
    
    
    5.3
    
    
    
    
    
    
    
    (1.6
    )
    
    
    3.7Turkey  service revenue for the quarter ended 31 March 2010
    
    
    31.3
    
    
    
    
    
    
    
    1.5
    
    
    
    32.8Asia Pacific and Middle EastService revenue for the quarter ended 31 March 2010
    
    
    5.0
    
    
    
    (3.5
    )
    
    
    5.1
    
    
    
    6.6India  service revenue for the quarter ended 31 March 2010
    
    
    6.5
    
    
    
    
    
    
    
    0.1
    
    
    
    6.6Egypt  service revenue
    
    
    1.3
    
    
    
    
    
    
    
    4.7
    
    
    
    6.0Egypt  data and fixed line revenue
    
    
    64.2
    
    
    
    
    
    
    
    4.4
    
    
    
    68.6Verizon WirelessService revenue
    
    
    6.3
    
    
    
    11.7
    
    
    
    5.6
    
    
    
    23.6Revenue
    
    
    5.0
    
    
    
    11.8
    
    
    
    5.5
    
    
    
    22.3Adjusted 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 2009GroupData revenue
    
    
    25.9
    
    
    
    0.7
    
    
    
    17.1
    
    
    
    43.7Service revenue
    
    
    (0.3
    )
    
    
    3.1
    
    
    
    13.1
    
    
    
    15.9Pro-forma revenue
    
    
    1
    
    
    
    2
    
    
    
    13
    
    
    
    16Pro-forma adjusted EBITDA
    
    
    (3
    )
    
    
    
    
    
    
    13
    
    
    
    10EuropeService revenue for the quarter ended 31 March 2009
    
    
    (3.3
    )
    
    
    0.1
    
    
    
    15.7
    
    
    
    12.5Spain  service revenue for the quarter ended 31 March 2009
    
    
    (8.6
    )
    
    
    
    
    
    
    18.1
    
    
    
    9.5Other Europe  service revenue for the quarter ended 31 March 2009
    
    
    (5.0
    )
    
    
    (0.3
    )
    
    
    18.8
    
    
    
    13.5Africa and Central EuropeVodacom  data revenue
    
    
    59.7
    
    
    
    
    
    
    
    (5.0
    )
    
    
    54.7Asia Pacific and Middle EastPro-forma revenue
    
    
    19
    
    
    
    3
    
    
    
    10
    
    
    
    32Pro-forma adjusted EBITDA
    
    
    7
    
    
    
    1
    
    
    
    10
    
    
    
    18India  pro-forma revenue
    
    
    33
    
    
    
    9
    
    
    
    6
    
    
    
    48India  pro-forma adjusted EBITDA
    
    
    6
    
    
    
    9
    
    
    
    5
    
    
    
    20Australia  service revenue
    
    
    6.1
    
    
    
    0.7
    
    
    
    6.4
    
    
    
    13.2Australia  adjusted EBITDA
    
    
    (16.9
    )
    
    
    (4.3
    )
    
    
    4.7
    
    
    
    (16.5
    )Verizon WirelessService revenue
    
    
    10.5
    
    
    
    5.3
    
    
    
    23.3
    
    
    
    39.1Revenue
    
    
    10.4
    
    
    
    5.2
    
    
    
    23.3
    
    
    
    38.9Adjusted EBITDA
    
    
    13.0
    
    
    
    4.3
    
    
    
    23.7
    
    
    
    41.0Groups share of result of Verizon Wireless
    
    
    21.6
    
    
    
    (0.7
    )
    
    
    23.8
    
    
    
    44.7
 Vodafone
Group Plc 137




---



##### Table of Contents



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
    
    
    142Shareholder information  Inflation and foreign currency translation
    
    
    1273B Capitalisation and indebtedness
    
    Not applicable
    
    
    3C Reasons for the offer and use of proceeds
    
    Not applicable
    
    
    3D Risk factors
    
    Principal risk factors and uncertainties
    
    
    384
    
    Information on the Company4A History and development of the company
    
    History and development
    
    
    132Contact details
    
    IBC4B Business overview
    
    Global presence
    
    
    10Customers and distribution
    
    
    12Products and services
    
    
    14Value added services
    
    
    16Operating results
    
    
    25Telecommunications industry
    
    
    44C Organisational structure
    
    Note 12 Principal subsidiaries
    
    
    96Note 13 Investments in joint ventures
    
    
    97Note 14 Investments in associates
    
    
    98Note 15 Other investments
    
    
    984D Property, plant and equipment
    
    Technology and resources
    
    
    18Financial position and resources
    
    
    40Corporate responsibility
    
    
    454A
    
    Unresolved staff comments
    
    None
    
    
    5
    
    Operating and financial review and prospects5A Operating results
    
    Operating results
    
    
    25Note 22 Borrowings
    
    
    105Shareholder information  Inflation and foreign currency translation
    
    
    127Regulation
    
    
    1335B Liquidity and capital resources
    
    Financial position and resources  Liquidity and capital resources
    
    
    41Note 21 Capital and financial risk management
    
    
    103Note 22 Borrowings
    
    
    1055C Research and development,
patents and licences, etc
    
    Technology and resources
    
    
    185D Trend information
    
    Telecommunications industry
    
    
    45E Off-balance sheet arrangements
    
    Financial position and resources  Off-balance sheet arrangements
    
    
    44Note 28 Commitments
    
    
    114Note 29 Contingent liabilities
    
    
    1145F Tabular disclosure of contractual obligations
    
    Financial position and resources  Contractual obligations
    
    
    405G Safe harbor
    
    Forward-looking statements
    
    
    1406
    
    Directors, senior management and employees6A Directors and senior management
    
    Board of directors and Group management
    
    
    486B Compensation
    
    Directors remuneration
    
    
    576C Board practices
    
    Corporate governance
    
    
    51Directors remuneration
    
    
    57Board of directors and Group management
    
    
    486D Employees
    
    People
    
    
    22Note 32 Employees
    
    
    1176E Share ownership
    
    Directors remuneration
    
    
    57Note 20 Share-based payments
    
    
    1017
    
    Major shareholders and related party transactions7A Major shareholders
    
    Shareholder information  Major shareholders
    
    
    1277B Related party transactions
    
    Directors remuneration
    
    
    57Note 29 Contingent liabilities
    
    
    114Note 31 Related party transactions
    
    
    1167C Interests of experts and counsel
    
    Not applicable
    
    
    
 138 Vodafone
Group Plc




---



##### Table of Contents



Additional information
 Item
    
    Form 20-F caption
    
    Location in this document
    
    Page8
    
    Financial information8A Consolidated statements and other 

financial information
    
    Financials(1)
    
    
    68Audit report on the consolidated financial statements
    
    
    73Note 29 Contingent liabilities
    
    
    114Financial position and resources
    
    
    408B Significant changes
    
    Subsequent events
    
    
    A-19
    
    The offer and listing9A Offer and listing details
    
    Shareholder information  Share price history
    
    
    1269B Plan of distribution
    
    Not applicable
    
    
    9C Markets
    
    Shareholder information  Markets
    
    
    1279D 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
    
    
    12710C Material contracts
    

Shareholder information  Material contracts
    
    
    12910D Exchange controls
    
    Shareholder information  Exchange controls
    
    
    12910E Taxation
    
    Shareholder information  Taxation
    
    
    13010F Dividends and paying agents
    
    Not applicable
    
    
    10G Statement by experts
    
    Not applicable
    
    
    10H Documents on display
    
    Shareholder information  Documents on display
    
    
    12910I Subsidiary information
    
    Not applicable
    
    
    11
    
    Quantitative and qualitative disclosures
about market risk
    
    Note 21 Capital and financial risk management
    
    
    10312
    

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 information
    
    
    C-113
    
    Defaults, dividend arrearages and delinquencies
    
    Not applicable
    
    
    14
    
    Material modifications to the rights of security
holders and use of proceeds
    
    Shareholder information  Debt securities
    
    
    12915
    
    Controls and procedures
    
    Corporate governance
    
    
    51Directors statement of responsibility  Managements report on

internal control over financial reporting
    
    
    69Audit report on internal controls
    
    
    7016
    
    16A Audit Committee financial expert
    
    Corporate governance  Board committees
    
    
    5316B Code of ethics
    
    Corporate governance
    
    
    5116C Principal accountant fees and services
    
    Note 4 Operating profit
    
    
    86Corporate governance  Auditors
    
    
    5516D 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
    
    
    4216F Change in registrants certifying accountant
    
    Not applicable
    
    
    16G Corporate governance
    
    Corporate governance  US listing requirements
    
    
    5517
    
    Financial statements
    
    Not applicable
    
    
    18
    
    Financial statements
    
    Financials(1)
    
    
    6818A Separate financial statements required
by Rule 3-09 of Regulation S-X
    
    Financials
    
    
    B-118B Report of Independent Registered Public
Accounting Firm
    
    Financials
    
    
    B-2919
    
    Exhibits
    
    Filed with the SEC
    
    Index to Exhibits
  (1)
    
    The Company financial statements, and the audit report and notes relating thereto, on pages 118
to 124 should not be considered to form part of the Companys annual report on Form 20-F.
 Vodafone
Group Plc 139




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##### Table of Contents




    
    the Groups expectations regarding its financial and operating performance, including
statements contained within the Chief Executives review on pages 6 to 9, the Groups 7% dividend
per share growth target contained on pages 8 and 37 and the Guidance statement on page 37 of this
document, and the performance of joint ventures, associates, including Verizon Wireless, 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 Money Transfer System and an increase in
download speeds;
    
    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;
    
    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, the Groups ability to acquire spectrum, expected
growth prospects in Europe, Africa and Central Europe, Asia Pacific and Middle East regions and
growth in customers and usage generally;
    
    expected benefits associated with the merger of Vodafone Australia and Hutchison 3G
Australia including receipt of deferred payments;
    
    anticipated benefits to the Group from cost efficiency programmes, including the
recently initiated £1 billion cost reduction programme, the two-year working capital reduction
programme and the outsourcing of IT functions and network sharing agreements;
    
    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, tax rates and
capital expenditure;
    
    expectations regarding the Groups access to adequate funding for its working capital
requirements 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 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 of directors 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 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.
   140 Vodafone
Group Plc




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##### Table of Contents



Additional information
 
  3G broadband
    
    3G services enabled with high speed downlink packet access (HSDPA) technology which enables
data transmission at speeds of up to
7.2 megabits per second.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.Churn
    
    Total gross customer disconnections in the period divided by the average total customers in the
period.Contribution margin
    
    The contribution margin is stated after direct costs, acquisition and retention costs and ongoing
commissions.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.Customer delight
    
    The Group uses a proprietary customer delight system to track customer satisfaction across its
controlled markets and jointly
controlled market in Italy. Customer delight is measured by an index based on the results of
surveys performed by an external research
company which cover all aspects of service provided by Vodafone and incorporates the results of
the relative satisfaction of the
competitors customers. An overall index for the Group is calculated by weighting the results for
each of the Groups operations based
on service revenue.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 high speeds.Fixed broadband customer
    
    A fixed broadband customer is defined as a physical connection or access point to a fixed line
network.Free cash flow
    
    Operating free cash flow after cash flows in relation to taxation, interest, dividends received
from associates and investments, anddividends paid to non-controlling shareholders in subsidiariesHandheld business device
    
    A wireless connection device which allows access to business applications and push and pull email.HSDPA
    
    High speed downlink packet access is a wireless technology enabling network to mobile data
transmission speeds of up to 28.8 Mbps.HSUPA
    
    High speed uplink packet access is a wireless technology enabling mobile to network data
transmission speeds of up to 5.8 Mbps.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.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 PC connectivity
device
    
    A connection device which provides access to 3G services to users with an active PC or laptop
connection. This includes Vodafone
Mobile Broadband data cards, Vodafone Mobile Connect 3G/GPRS data cards and Vodafone Mobile
Broadband USB modems.Net debt
    
    Long-term borrowings, short-term borrowings and mark-to-market adjustments on financing
instruments less cash and
cash equivalents.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 brand
reach into such new markets.Penetration
    
    Number of customers 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.Pro-forma growth
    
    Pro-forma growth is organic growth adjusted to include acquired business for the whole of both
periods.Proportionate mobile
customers
    
    The proportionate customer number represents the number of mobile customers in ventures which the
Group either controls or in
which it invests, based on the Groups ownership in such ventures.Reported growth
    
    Reported growth is based on amounts reported in pounds sterling as determined under IFRS.Service revenue
    
    Service revenue comprises all revenue related to the provision of ongoing services including, but
not limited to, monthly accesscharges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers
and interconnect charges for
incoming calls.Smartphones
    
    A smartphone is a mobile phone offering advanced capabilities including access to email and the
internet.Termination rate
    
    A per minute charge paid by a telecommunications network operator when a customer makes a call to
another mobile or fixed line
network operator.Total communications
    
    Comprises all fixed location services, data services, fixed line services, visitor revenue and
other services.Visitor revenue
    
    Amounts received by a Vodafone operating company when customers of another operator, including
those of other Vodafone
companies, roam onto its network.
 Vodafone
Group Plc 141




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##### Table of Contents



At/for the year ended 31 March
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Consolidated income statement data (£m)Revenue
    
    
    44,472
    
    
    
    41,017
    
    
    
    35,478
    
    
    
    31,104
    
    
    
    29,350Operating profit/(loss)
    
    
    9,480
    
    
    
    5,857
    
    
    
    10,047
    
    
    
    (1,564
    )
    
    
    (14,084
    )Profit/(loss) before taxation
    
    
    8,674
    
    
    
    4,189
    
    
    
    9,001
    
    
    
    (2,383
    )
    
    
    (14,853
    )Profit/(loss) for the financial year from continuing operations
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (4,806
    )
    
    
    (17,233
    )Profit/(loss) for the financial year
    
    
    8,618
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (5,222
    )
    
    
    (20,131
    )Consolidated statement of financial position data (£m)Total assets
    
    
    156,985
    
    
    
    152,699
    
    
    
    127,270
    
    
    
    109,617
    
    
    
    126,502Total equity
    
    
    90,810
    
    
    
    84,777
    
    
    
    76,471
    
    
    
    67,293
    
    
    
    85,312Total equity shareholders funds
    
    
    90,381
    
    
    
    86,162
    
    
    
    78,043
    
    
    
    67,067
    
    
    
    85,425Earnings per share(1)Weighted average number of shares (millions) Basic
    
    
    52,595
    
    
    
    52,737
    
    
    
    53,019
    
    
    
    55,144
    
    
    
    62,607 Diluted
    
    
    52,849
    
    
    
    52,969
    
    
    
    53,287
    
    
    
    55,144
    
    
    
    62,607Basic earnings/(loss) per ordinary share (pence) Profit/(loss) from continuing operations
    
    
    16.44
    p
    
    
    5.84
    p
    
    
    12.56
    p
    
    
    (8.94
    )p
    
    
    (27.66
    )p Profit/(loss) for the financial year
    
    
    16.44
    p
    
    
    5.84
    p
    
    
    12.56
    p
    
    
    (9.70
    )p
    
    
    (32.31
    )pDiluted earnings/(loss) per ordinary share Profit/(loss) from continuing operations
    
    
    16.36
    p
    
    
    5.81
    p
    
    
    12.50
    p
    
    
    (8.94
    )p
    
    
    (27.66
    )p Profit/(loss) for the financial year
    
    
    16.36
    p
    
    
    5.81
    p
    
    
    12.50
    p
    
    
    (9.70
    )p
    
    
    (32.31
    )pCash dividends(1)(2)Amount per ordinary share (pence)
    
    
    8.31
    p
    
    
    7.77
    p
    
    
    7.51
    p
    
    
    6.76
    p
    
    
    6.07
    pAmount per ADS (pence)
    
    
    83.1
    p
    
    
    77.7
    p
    
    
    75.1
    p
    
    
    67.6
    p
    
    
    60.7
    pAmount per ordinary share (US cents)
    
    
    12.62
    c
    
    
    11.11
    c
    
    
    14.91
    c
    
    
    13.28
    c
    
    
    10.56
    cAmount per ADS (US cents)
    
    
    126.2
    c
    
    
    111.1
    c
    
    
    149.1
    c
    
    
    132.8
    c
    
    
    105.6
    cOther dataRatio of earnings to fixed charges(3)
    
    
    3.6
    
    
    
    1.2
    
    
    
    3.9
    
    
    
    
    
    
    
    Ratio of earnings to fixed charges deficit(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,389
    )
    
    
    (16,520
    )
  (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 2010 was proposed by the directors on 18 May
2010 and is payable on 6 August 2010 to holders of record as of 4 June 2010. The total dividends
have been translated into US dollars at 31 March 2010 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 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 and preferred share dividends.
 142 Vodafone Group Plc




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Financials
 Notes
 Vodafone Group Plc 143




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Notes
 144 Vodafone
Group Plc




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##### Table of Contents



Contact details Investor Relations Telephone: +44 (0) 1635 33251 Media
Relations Telephone: +44 (0) 1635 664444 Corporate Responsibility Fax: +44 (0) 1635
674478 E-mail: responsibility@vodafone.com Website: www.vodafone.com/responsibility 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



Vodafone Group Plc Registered Office Vodafone House The Connection Newbury Berkshire
RG14 2FN England Registered in England No. 1833679 Tel: +44 (0) 1635 33251 Fax: +44 (0) 1635 45713
www.vodafone.com




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India licence auction
  German licence auction
  Legal proceedings
  A-1




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##### Table of Contents



Cellco Partnership
 
  
 
 B-1




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##### Table of Contents



Table of Contents
 Cellco Partnership (d/b/a Verizon Wireless)
 Consolidated Statements of IncomeFor the years ended December 31, 2009, 2008 and 2007
    
    
    B-3Consolidated Balance SheetsDecember 31, 2009 and 2008
    
    
    B-4Consolidated Statements of Cash FlowsFor the years ended December 31, 2009, 2008 and 2007
    
    
    B-5Consolidated Statements of Changes in Partners CapitalFor the years ended December 31, 2009, 2008 and 2007
    
    
    B-6Notes to Consolidated Financial Statements
    
    
    B-7-28
 B-2




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##### Table of Contents



Consolidated Statements of Income  Cellco Partnership (d/b/a Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2009
    
    2008
    
    2007Operating Revenue(including $102, $106 and $105 from affiliates)Service revenue
    
    $
    53,497
    
    
    $
    42,635
    
    
    $
    38,016Equipment and other
    
    
    8,634
    
    
    
    6,697
    
    
    
    5,866Total operating revenue
    
    
    62,131
    
    
    
    49,332
    
    
    
    43,882Operating Costs and Expenses(including $1,651, $1,541 and $1,304 from
affiliates)Cost of service (exclusive of items shown below)
    
    
    7,722
    
    
    
    6,015
    
    
    
    5,294Cost of equipment
    
    
    12,222
    
    
    
    9,705
    
    
    
    8,162Selling, general and administrative
    
    
    18,289
    
    
    
    14,220
    
    
    
    13,477Depreciation and amortization
    
    
    7,347
    
    
    
    5,405
    
    
    
    5,154Total operating costs and expenses
    
    
    45,580
    
    
    
    35,345
    
    
    
    32,087Operating Income
    
    
    16,551
    
    
    
    13,987
    
    
    
    11,795Other Income (Expenses)Interest expense, net (see Note 11)
    
    
    (1,141
    )
    
    
    (161
    )
    
    
    (251
    )Interest income and other, net
    
    
    71
    
    
    
    265
    
    
    
    30Income Before Provision for Income Taxes
    
    
    15,481
    
    
    
    14,091
    
    
    
    11,574Provision for income taxes
    
    
    (797
    )
    
    
    (802
    )
    
    
    (714
    )Net Income
    
    $
    14,684
    
    
    $
    13,289
    
    
    $
    10,860Net income attributable to noncontrolling interest
    
    
    286
    
    
    
    263
    
    
    
    255Net income attributable to Cellco Partnership
    
    
    14,398
    
    
    
    13,026
    
    
    
    10,605Net Income
    
    $
    14,684
    
    
    $
    13,289
    
    
    $
    10,860
  B-3




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##### Table of Contents



Consolidated Balance Sheets  Cellco Partnership (d/b/a Verizon Wireless)
 As of December 31,(Dollars in Millions)
    
    2009
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    607
    
    
    $
    9,227Receivables, net of allowances of $356 and $244
    
    
    5,721
    
    
    
    4,618Due from affiliates, net
    
    
    58
    
    
    
    155Inventories, net
    
    
    1,373
    
    
    
    1,046Prepaid expenses and other current assets
    
    
    3,335
    
    
    
    579Total current assets
    
    
    11,094
    
    
    
    15,625Plant, property and equipment, net
    
    
    30,850
    
    
    
    27,136Wireless licenses
    
    
    72,005
    
    
    
    62,392Goodwill
    
    
    17,303
    
    
    
    955Investment in debt obligations, net
    
    
    
    
    
    
    4,781Deferred charges and other assets, net
    
    
    3,100
    
    
    
    987Total assets
    
    $
    134,352
    
    
    $
    111,876Liabilities and Partners CapitalCurrent liabilitiesShort-term
debt, including current maturities
    
    $
    2,998
    
    
    $
    444Due to affiliates
    
    
    5,003
    
    
    
    2,941Accounts payable and accrued liabilities
    
    
    6,123
    
    
    
    5,395Advance billings
    
    
    1,695
    
    
    
    1,403Other current liabilities
    
    
    415
    
    
    
    220Total current liabilities
    
    
    16,234
    
    
    
    10,403Long-term debt
    
    
    18,661
    
    
    
    9,938Due to affiliates
    
    
    
    
    
    
    9,363Deferred tax liabilities, net
    
    
    10,593
    
    
    
    6,213Other non-current liabilities
    
    
    1,877
    
    
    
    973Total liabilities
    
    
    47,365
    
    
    
    36,890Commitments and contingencies (see Note 13)
    
    
    
    
    
    
    Partners capitalCapital
    
    
    84,886
    
    
    
    73,410Accumulated other comprehensive income (loss)
    
    
    113
    
    
    
    (116
    )Noncontrolling interest
    
    
    1,988
    
    
    
    1,692Total partners capital
    
    
    86,987
    
    
    
    74,986Total liabilities and partners capital
    
    $
    134,352
    
    
    $
    111,876
  B-4




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##### Table of Contents



Consolidated Statements of Cash Flows  Cellco Partnership (d/b/a Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2009
    
    2008
    
    2007Cash Flows from Operating ActivitiesNet income
    
    $
    14,684
    
    
    $
    13,289
    
    
    $
    10,860Adjustments to reconcile income to net cash provided by
operating activities:Depreciation and amortization
    
    
    7,347
    
    
    
    5,405
    
    
    
    5,154Provision for uncollectible receivables
    
    
    696
    
    
    
    507
    
    
    
    395Provision for deferred income taxes
    
    
    147
    
    
    
    176
    
    
    
    98Changes in current assets and liabilities (net of the
effects of acquisitions):Receivables, net
    
    
    (1,000
    )
    
    
    (1,032
    )
    
    
    (914
    )Inventories, net
    
    
    (127
    )
    
    
    60
    
    
    
    (209
    )Prepaid expenses and other current assets
    
    
    (42
    )
    
    
    (74
    )
    
    
    14Accounts payable and accrued liabilities
    
    
    (607
    )
    
    
    (365
    )
    
    
    71Other operating activities, net
    
    
    830
    
    
    
    181
    
    
    
    689Net cash provided by operating activities
    
    
    21,928
    
    
    
    18,147
    
    
    
    16,158Cash Flows from Investing ActivitiesCapital expenditures (including capitalized software)
    
    
    (7,152
    )
    
    
    (6,510
    )
    
    
    (6,503
    )Acquisition of businesses and licenses, net of cash acquired
    
    
    (4,881
    )
    
    
    (10,277
    )
    
    
    Investment in debt obligations
    
    
    
    
    
    
    (4,766
    )
    
    
    Other investing activities, net
    
    
    (29
    )
    
    
    (526
    )
    
    
    (520
    )Net cash used in investing activities
    
    
    (12,062
    )
    
    
    (22,079
    )
    
    
    (7,023
    )Cash Flows from Financing ActivitiesProceeds from affiliates
    
    
    
    
    
    
    9,363
    
    
    
    Repayments to affiliates
    
    
    (6,291
    )
    
    
    (3,891
    )
    
    
    (5,609
    )Net increase (decrease) in revolving affiliate borrowings
    
    
    (457
    )
    
    
    307
    
    
    
    (1,355
    )Issuance of long-term debt
    
    
    9,223
    
    
    
    10,324
    
    
    
    Repayment of long-term debt
    
    
    (17,028
    )
    
    
    (1,505
    )
    
    
    Distributions to partners
    
    
    (3,138
    )
    
    
    (1,529
    )
    
    
    (1,918
    )Other financing activities, net
    
    
    (795
    )
    
    
    (318
    )
    
    
    (228
    )Net cash provided by (used in) financing activities
    
    
    (18,486
    )
    
    
    12,751
    
    
    
    (9,110
    )Increase (decrease) in cash and cash equivalents
    
    
    (8,620
    )
    
    
    8,819
    
    
    
    25Cash and cash equivalents, beginning of year
    
    
    9,227
    
    
    
    408
    
    
    
    383Cash and cash equivalents, end of year
    
    $
    607
    
    
    $
    9,227
    
    
    $
    408
  B-5




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##### Table of Contents



Consolidated Statements of Changes in Partners Capital  Cellco Partnership (d/b/a/ Verizon Wireless)
 Years Ended December 31,(Dollars in Millions)
    
    2009
    
    2008
    
    2007Partners CapitalBalance at beginning of year
    
    $
    73,410
    
    
    $
    62,404
    
    
    $
    43,677Cumulative effect of adoption of tax accounting standard
(Note 1)
    
    
    
    
    
    
    
    
    
    
    (19
    )Adjusted balance at beginning of year
    
    
    73,410
    
    
    
    62,404
    
    
    
    43,658Net income
    
    
    14,398
    
    
    
    13,026
    
    
    
    10,605Contributed capital
    
    
    (344
    )
    
    
    
    
    
    
    Distributions declared to partners
    
    
    (2,582
    )
    
    
    (2,085
    )
    
    
    (1,918
    )Reclassification of portion of Vodafones partners capital
    
    
    
    
    
    
    
    
    
    
    10,000Other
    
    
    4
    
    
    
    65
    
    
    
    59Balance at end of year
    
    
    84,886
    
    
    
    73,410
    
    
    
    62,404Accumulated Other Comprehensive Income (Loss)Balance at beginning of year
    
    
    (116
    )
    
    
    (50
    )
    
    
    (63
    )Unrealized gains (losses) on cash flow hedges, net
    
    
    175
    
    
    
    (53
    )
    
    
    Defined benefit pension and postretirement plans
    
    
    54
    
    
    
    (13
    )
    
    
    13Other comprehensive income (loss)
    
    
    229
    
    
    
    (66
    )
    
    
    13Balance at end of year
    
    
    113
    
    
    
    (116
    )
    
    
    (50
    )Total Partners Capital Attributable to Cellco Partnership
    
    
    84,999
    
    
    
    73,294
    
    
    
    62,354Noncontrolling InterestBalance at beginning of year
    
    
    1,692
    
    
    
    1,681
    
    
    
    1,659Net income attributable to noncontrolling interest
    
    
    286
    
    
    
    263
    
    
    
    255Contributed capital
    
    
    31
    
    
    
    
    
    
    
    Noncontrolling interests in acquired company
    
    
    497
    
    
    
    
    
    
    
    Distributions
    
    
    (280
    )
    
    
    (249
    )
    
    
    (228
    )Acquisitions of noncontrolling partnership interests
    
    
    (240
    )
    
    
    
    
    
    
    Other
    
    
    2
    
    
    
    (3
    )
    
    
    (5
    )Balance at end of year
    
    
    1,988
    
    
    
    1,692
    
    
    
    1,681Total Partners Capital
    
    $
    86,987
    
    
    $
    74,986
    
    
    $
    64,035Comprehensive IncomeNet income
    
    $
    14,684
    
    
    $
    13,289
    
    
    $
    10,860Other comprehensive income (loss) per above
    
    
    229
    
    
    
    (66
    )
    
    
    13Total Comprehensive Income
    
    $
    14,913
    
    
    $
    13,223
    
    
    $
    10,873Comprehensive income attributable to noncontrolling
interest
    
    $
    286
    
    
    $
    263
    
    
    $
    255Comprehensive income attributable to Cellco Partnership
    
    
    14,627
    
    
    
    12,960
    
    
    
    10,618Total Comprehensive Income
    
    $
    14,913
    
    
    $
    13,223
    
    
    $
    10,873
  B-6




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##### 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
  Revenue Recognition
   Advertising Costs
  B-7




---



##### Table of Contents



Vendor Rebates and Discounts
  Cash and Cash Equivalents
  Investments
   Inventory
  Capitalized Software
  Plant, Property and Equipment
    B-8




---



##### Table of Contents



Valuation of Assets
  Wireless Licenses
    Goodwill
  Fair Value Measurements
       Foreign Currency Translation
  B-9




---



##### Table of Contents



Derivatives
  Employee Benefit Plans
  Long-Term Incentive Compensation
  Income Taxes
   Concentrations
    B-10




---



##### Table of Contents



Recently Adopted Accounting Standards
  
       Other Recent Accounting Standards
    B-11




---



##### Table of Contents



2. Acquisitions
 Acquisition of Alltel Corporation
  
   (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
    
    
    6,050Noncontrolling interest
    
    
    (458
    )Contributed capital
    
    
    333Total cash consideration
    
    $
    5,925
   B-12




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##### Table of Contents



Pro Forma Information
    Year ended(dollars in millions)
    
    December 31, 2008Operating revenues
    
    $
    58,572Net income
    
    
    13,398
   Alltel Debt Acquired
  Alltel Divestiture Markets
   B-13




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##### Table of Contents



Acquisition of Rural Cellular Corporation
    (dollars in millions)Assets acquiredWireless licenses
    
    $
    1,095Goodwill
    
    
    947Intangible assets subject to amortization
    
    
    206Other acquired assets
    
    
    971Total assets acquired
    
    
    3,219Liabilities assumedLong-term debt
    
    
    1,505Deferred income taxes and other liabilities
    
    
    398Total liabilities assumed
    
    
    1,903Net assets acquired
    
    $
    1,316
  Other
  3. Wireless Licenses, Goodwill and Other Intangibles, Net
  (dollars in millions)
    
    Wireless Licenses (a)Balance as of January 1, 2008
    
    $
    51,485Acquisitions
    
    
    10,644Capitalized interest on wireless licenses
    
    
    267Reclassifications, adjustments and other
    
    
    (4
    )Balance as of December 31, 2008
    
    
    62,392Acquisitions
    
    
    9,444Capitalized interest on wireless licenses
    
    
    268Reclassifications, adjustments and
other(b)
    
    
    (99
    )Balance as of December 31, 2009
    
    $
    72,005
 
 (a)
    
    Wireless licenses of approximately $12.2 billion and $12.4 billion were not in service at
December 31, 2009 and 2008, respectively.(b)
    
    Reclassifications, adjustments and other 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.  B-14




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##### Table of Contents



(dollars in millions)
    
    GoodwillBalance as of January 1, 2008
    
    $
    Acquisitions
    
    
    957Reclassifications, adjustments and other
    
    
    (2
    )Balance as of December 31, 2008
    
    
    955Acquisitions
    
    
    16,242Reclassifications, adjustments and
other(a)
    
    
    106Balance as of December 31, 2009
    
    $
    17,303
 
 (a)
    
    Reclassifications, adjustments and other 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 Divestiture Markets (see Note 2) and included in Prepaid expenses and other current assets
in the accompanying consolidated balance sheets.  At December 31, 2009
    
    At December 31, 2008Gross
    
    Accumulated
    
    Net
    
    Gross
    
    Accumulated
    
    Net(dollars in millions)
    
    Amount
    
    Amortization
    
    Amount
    
    Amount
    
    Amortization
    
    AmountCustomer lists (6 to 8 years)
    
    $
    2,122
    
    
    $
    (497
    )
    
    $
    1,625
    
    
    $
    226
    
    
    $
    (31
    )
    
    $
    195Capitalized software (2 to 5
years)
    
    
    879
    
    
    
    (377
    )
    
    
    502
    
    
    
    816
    
    
    
    (476
    )
    
    
    340Other (1 to 3 years)
    
    
    397
    
    
    
    (235
    )
    
    
    162
    
    
    
    38
    
    
    
    (17
    )
    
    
    21Total(a)
    
    $
    3,398
    
    
    $
    (1,109
    )
    
    $
    2,289
    
    
    $
    1,080
    
    
    $
    (524
    )
    
    $
    556
 
 (a)
    
    Based on amortizable intangible assets existing at December 31, 2009, the estimated
amortization expense for the five succeeding fiscal years and thereafter is as follows: 2010
    
    $
    6792011
    
    
    5022012
    
    
    3932013
    
    
    3112014
    
    
    199Thereafter
    
    
    205Total
    
    $
    2,289
  B-15




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##### Table of Contents



4. Fair Value Measurements
  (dollars in millions)
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Deferred charges and
other assets, net
    
    $
    
    
    
    $
    315
    
    
    $
    
    
    
    $
    315
 Investment in Debt Obligations
   At December 31, 2009
    
    At December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair(dollars in millions)
    
    Value
    
    Value
    
    Value
    
    ValueTerm notes due to
affiliates
    
    $
    5,003
    
    
    $
    5,008
    
    
    $
    11,748
    
    
    $
    11,594Short and long-term debt
    
    $
    21,659
    
    
    $
    23,597
    
    
    $
    10,382
    
    
    $
    11,066
  Derivative Instruments
   Cross Currency Swaps
  Alltel Interest Rate Swaps
  B-16




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##### Table of Contents



Concentrations of Credit Risk
  5. Noncontrolling Interest
 December 31,(dollars in millions)
    
    2009
    
    2008Verizon Wireless of the East
    
    $
    1,179
    
    
    $
    1,179Cellular partnerships
    
    
    809
    
    
    
    513Noncontrolling interest in
consolidated entities
    
    $
    1,988
    
    
    $
    1,692
 Verizon Wireless of the East
  B-17




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##### Table of Contents



6. Supplementary Financial Information
 Supplementary Balance Sheet Information
 December 31,(dollars in millions)
    
    2009
    
    2008Receivables, Net:Accounts receivable
    
    $
    4,953
    
    
    $
    4,030Other receivables
    
    
    842
    
    
    
    578Unbilled revenue
    
    
    282
    
    
    
    2546,077
    
    
    
    4,862Less: allowance for
doubtful accounts
    
    
    (356
    )
    
    
    (244
    )Receivables, net
    
    $
    5,721
    
    
    $
    4,618
 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:2009
    
    $
    244
    
    
    $
    696
    
    
    $
    (584
    )
    
    $
    3562008
    
    
    217
    
    
    
    507
    
    
    
    (480
    )
    
    
    2442007
    
    
    201
    
    
    
    395
    
    
    
    (379
    )
    
    
    217
 December 31,(dollars in millions)
    
    2009
    
    2008Plant, Property and Equipment, Net:Land
    
    $
    268
    
    
    $
    148Buildings (20-40 yrs.)
    
    
    8,849
    
    
    
    7,671Wireless plant and equipment (3-15 yrs.)
    
    
    40,862
    
    
    
    36,079Furniture, fixtures and equipment (5 yrs.)
    
    
    4,245
    
    
    
    3,806Leasehold improvements (5 yrs.)
    
    
    3,501
    
    
    
    2,660Construction-in-progress(b)
    
    
    1,979
    
    
    
    1,76059,704
    
    
    
    52,124Less: accumulated depreciation
    
    
    (28,854
    )
    
    
    (24,988
    )Plant, property and equipment , net(a)
    
    $
    30,850
    
    
    $
    27,136
 
 (a)
    
    Interest costs of $88 and $62 and network engineering costs of $351 and $250 were
capitalized during the years ended December 31, 2009 and 2008, respectively.(b)
    
    Construction-in-progress includes $784 and $624 of accrued but unpaid capital expenditures
as of December 31, 2009 and 2008, respectively. December 31,(dollars in millions)
    
    2009
    
    2008Accounts Payable and Accrued
Liabilities:Accounts payable and accrued expenses
    
    $
    3,633
    
    
    $
    3,056Accrued payroll
    
    
    390
    
    
    
    320Related employee benefits
    
    
    945
    
    
    
    1,320Taxes payable
    
    
    516
    
    
    
    348Accrued commissions
    
    
    385
    
    
    
    280Accrued interest
    
    
    254
    
    
    
    71Accounts payable and accrued liabilities
    
    $
    6,123
    
    
    $
    5,395
 B-18




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##### Table of Contents



Supplementary Statements of Income Information
 For the Years Ended December 31,(dollars in millions)
    
    2009
    
    2008
    
    2007Service Revenue:Voice revenue
    
    $
    37,483
    
    
    $
    31,984
    
    
    $
    30,630Data revenue
    
    
    16,014
    
    
    
    10,651
    
    
    
    7,386Total service revenue
    
    $
    53,497
    
    
    $
    42,635
    
    
    $
    38,016Advertising and Promotional Costs:
    
    $
    2,036
    
    
    $
    1,779
    
    
    $
    1,661Employee Benefit Plans:Matching contribution expense
    
    $
    216
    
    
    $
    185
    
    
    $
    174Profit sharing expense
    
    
    94
    
    
    
    103
    
    
    
    92Depreciation and Amortization:Depreciation of plant, property and
equipment
    
    $
    6,545
    
    
    $
    5,258
    
    
    $
    5,028Amortization of other intangibles
    
    
    802
    
    
    
    147
    
    
    
    126Total depreciation and amortization
    
    $
    7,347
    
    
    $
    5,405
    
    
    $
    5,154Interest Expense, Net:Interest expense
    
    $
    (1,497
    )
    
    $
    (490
    )
    
    $
    (547
    )Capitalized interest
    
    
    356
    
    
    
    329
    
    
    
    296Interest expense, net
    
    $
    (1,141
    )
    
    $
    (161
    )
    
    $
    (251
    )
 Supplementary Cash Flows Information
 For the Years Ended December 31,(dollars in millions)
    
    2009
    
    2008
    
    2007Net cash paid for income taxes
    
    $
    384
    
    
    $
    575
    
    
    $
    564Interest paid, net of amounts
capitalized
    
    
    738
    
    
    
    90
    
    
    
    264
 B-19




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##### Table of Contents



7.
    
    Debt
 December 31,
    
    December 31,(dollars in millions)
    
    Maturities
    
    2009
    
    2008Debt:Three-year term loan facility
    
    
    2010-2011
    
    
    $
    3,996
    
    
    $
    4,440$1,250 million floating rate notes
    
    
    2011
    
    
    
    1,250
    
    
    
    $2,750 million 3.75% notes
    
    
    2011
    
    
    
    2,750
    
    
    
    $1,000 million floating rate put/call notes
    
    
    2011
    
    
    
    1,000
    
    
    
    650 million 7.625% notes
    
    
    2011
    
    
    
    931
    
    
    
    908$750 million 5.25% notes
    
    
    2012
    
    
    
    750
    
    
    
    $1,250 million 7.375% notes
    
    
    2013
    
    
    
    1,250
    
    
    
    1,250$3,500 million 5.55% notes
    
    
    2014
    
    
    
    3,500
    
    
    
    500 million 8.750% notes
    
    
    2015
    
    
    
    716
    
    
    
    699$2,250 million 8.500% notes
    
    
    2018
    
    
    
    2,250
    
    
    
    2,250£600 million 8.875% notes
    
    
    2018
    
    
    
    970
    
    
    
    876Assumed Alltel notes
    
    
    2012-2032
    
    
    
    2,334
    
    
    
    Unamortized discount, net
    
    
    
    
    
    
    (38
    )
    
    
    (41
    )Total debt, including current maturities
    
    
    
    
    
    
    21,659
    
    
    
    10,382Less: current maturities
    
    
    
    
    
    
    (2,998
    )
    
    
    (444
    )Total long-term debt
    
    
    
    
    
    $
    18,661
    
    
    $
    9,938Term notes payable to Affiliate(a) :$2,431 million floating rate promissory note
    
    
    2009
    
    
    $
    
    
    
    $
    1,931$9,363 million floating rate promissory note
    
    
    2010
    
    
    
    5,003
    
    
    
    9,363$750 million fixed rate promissory note
    
    
    2010
    
    
    
    
    
    
    
    454Total due to affiliates, including current maturities
    
    
    
    
    
    
    5,003
    
    
    
    11,748Less: current maturities
    
    
    
    
    
    
    (5,003
    )
    
    
    (2,385
    )Total long-term due to affiliates
    
    
    
    
    
    $
    
    
    
    $
    9,363
 
 (a)
    
    All affiliate term notes are payable to Verizon Financial Services LLC (VFSL), a
wholly-owned subsidiary of Verizon. Debt
        B-20




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##### Table of Contents



Term Notes Payable to Affiliate
      Debt Covenants
  B-21




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##### Table of Contents



Maturities of Long-Term Debt
  Years
    
    (dollars in million)2010
    
    $
    2,9982011
    
    
    6,9292012
    
    
    1,5502013
    
    
    1,4502014
    
    
    3,500Thereafter
    
    
    5,270
 8.
    
    Long-Term Incentive Plan
 Verizon Wireless Long Term Incentive Plan (Wireless Plan)
     2009
    
    2008
    
    2007Ranges
    
    Ranges
    
    RangesRisk-free rate
    
    0.15%    1.63%
    
    0.6%    3.3%
    
    3.2%    5.1%Expected term (in years)
    
    0.38    2.5
    
    1.2    3.0
    
    0.9    3.4Expected volatility
    
    35.37%    61.51%
    
    33.9%    58.5%
    
    18.1%    23.4%
     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, 2007
    
    
    94,467
    
    
    $
    16.99
    
    
    
    52,042Granted
    
    
    134
    
    
    
    13.89Exercised
    
    
    (30,848
    )
    
    
    15.07Cancelled/Forfeited
    
    
    (3,341
    )
    
    
    24.12Outstanding, December 31, 2007
    
    
    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
    
    
    
    16,591
 
 (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
    
    
    10,553
    
    
    
    3.70
    
    
    $
    12.23$14.80 - $22.19
    
    
    2,706
    
    
    
    1.78
    
    
    
    16.77$22.20 - $30.00
    
    
    3,332
    
    
    
    0.52
    
    
    
    30.00Total
    
    
    16,591
    
    
    
    
    
    
    $
    16.54
 
 (a)
    
    As of December 31, 2009 the aggregate intrinsic value of VARs outstanding and vested was
$333 million. Verizon Communications Inc. Long Term Incentive Plan
  Restricted Stock Units
   Performance Stock Units
  B-23




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##### Table of Contents



Stock-Based Compensation Expense
  9.
    
    Income Taxes
 Provision for Income Taxes
  For the Years Ended December 31,(dollars in millions)
    
    2009
    
    2008
    
    2007Current tax provision:Federal
    
    $
    356
    
    
    $
    413
    
    
    $
    437State and local
    
    
    294
    
    
    
    213
    
    
    
    179650
    
    
    
    626
    
    
    
    616Deferred tax provision:Federal
    
    
    335
    
    
    
    217
    
    
    
    93State and local
    
    
    (188
    )
    
    
    (41
    )
    
    
    5147
    
    
    
    176
    
    
    
    98Provision for income taxes
    
    $
    797
    
    
    $
    802
    
    
    $
    714
  For the Years Ended December 31,(dollars in millions)
    
    2009
    
    2008
    
    2007Income tax provision at the statutory rate
    
    $
    5,418
    
    
    $
    4,932
    
    
    $
    4,051State income taxes, net of U.S. federal benefit
    
    
    27
    
    
    
    120
    
    
    
    130Interest and penalties
    
    
    28
    
    
    
    (8
    )
    
    
    4Partnership income not subject to federal or state income taxes
    
    
    (4,676
    )
    
    
    (4,242
    )
    
    
    (3,471
    )Provision for income tax
    
    $
    797
    
    
    $
    802
    
    
    $
    714
 B-24




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##### Table of Contents



December 31,(dollars in millions)
    
    2009
    
    2008Deferred tax assets:Net operating loss carryforward
    
    $
    505
    
    
    $
    149Valuation allowance
    
    
    (23
    )
    
    
    (14
    )State tax deductions
    
    
    103
    
    
    
    107Other
    
    
    262
    
    
    
    37Total deferred tax assets
    
    $
    847
    
    
    $
    279Deferred tax liabilities:Intangible assets
    
    $
    (9,555
    )
    
    $
    (5,845
    )Plant, property and equipment
    
    
    (1,452
    )
    
    
    (496
    )Other
    
    
    (116
    )
    
    
    Total deferred tax liabilities
    
    $
    (11,123
    )
    
    $
    (6,341
    )Net deferred tax asset-current(a)
    
    $
    317
    
    
    $
    151Net deferred tax liability-non-current
    
    
    (10,593
    )
    
    
    (6,213
    )
 
 (a)
    
    Included in prepaid expenses and other current assets in the accompanying consolidated
balance sheets.  Unrecognized Tax Benefits
  (dollars in millions)Balance as of January 1, 2007
    
    $
    70Additions based on tax positions related to the current year
    
    
    12Additions for tax positions of prior years
    
    
    1Reductions due to lapse of applicable statute of limitations
    
    
    (16
    )Settlements
    
    
    Balance as of December 31, 2007
    
    
    67Additions based on tax positions related to the current year
    
    
    25Additions for tax positions of prior years
    
    
    16Reductions due to lapse of applicable statute of limitations
    
    
    (14
    )Settlements
    
    
    (17
    )Balance as of December 31, 2008
    
    
    77Additions based on tax positions related to the current year
    
    
    212Additions for tax positions of prior years
    
    
    222Reductions due to lapse of applicable statute of limitations
    
    
    (5
    )Settlements
    
    
    Balance as of December 31, 2009
    
    $
    506
    B-25




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##### Table of Contents



10.
    
    Leases
 As Lessee
   Operating(dollars in millions)
    
    LeasesYears2010
    
    $
    1,3772011
    
    
    1,2142012
    
    
    1,0342013
    
    
    8632014
    
    
    710Thereafter
    
    
    4,229Total minimum payments
    
    $
    9,427
 11.
    
    Other Transactions with Affiliates
  For the Years Ended December 31,(dollars in millions)
    
    2009
    
    2008
    
    2007Revenue related to transactions with affiliated companies
    
    $
    102
    
    
    $
    106
    
    
    $
    105Cost of service(a)
    
    
    1,377
    
    
    
    1,252
    
    
    
    1,139Certain selling, general and administrative expenses(b)
    
    
    274
    
    
    
    289
    
    
    
    165Interest incurred(c)
    
    
    66
    
    
    
    319
    
    
    
    532
 
 (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 $56, $252 and $296 were capitalized in Wireless licenses and Plant,
property and equipment, net in the years ended December 31, 2009, 2008 and 2007, respectively (See
Notes 3 and 6). Receivable from Affiliates, Net
  Distributions to Affiliates
  B-26




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##### Table of Contents



12.
    
    Accumulated Other Comprehensive Income (Loss)
  December 31,(dollars in millions)
    
    2009
    
    2008Unrealized gains (losses) on cash flow hedges, net
    
    $
    122
    
    
    $
    (53
    )Defined benefit pension and postretirement plans
    
    
    (9
    )
    
    
    (63
    )Accumulated other comprehensive income (loss)
    
    $
    113
    
    
    $
    (116
    )
 13.
    
    Commitments and Contingencies
        B-27




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##### Table of Contents



14.
    
    Subsequent Events
 Distributions to Affiliates
   Dispositions
  Debt
  Term Notes Payable to Affiliate
     B-28




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 B-29




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##### Table of Contents



Fees payable by ADR holders
   Persons depositing or withdrawing shares 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 2010
 1.1
    
    Memorandum, as adopted on June 13, 1984 and including all amendments made on July 28, 2000,
July 26, 2005 (incorporated by reference to Exhibit 1 to the Companys Annual Report of Form 20-F
for the financial year ended March 31, 2006).1.2
    
    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 and July 28 2009 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 Programme4.1
    
    Agreement for US $5,525,000,000 5 year Revolving Credit Facility (subsequently increased by
accession of further lenders to US$5,925,000,000), dated 24 June 2004, among the Company and
various lenders, as amended and restated on 24 June 2005 by a Supplemental Agreement (incorporated
by reference to Exhibit 4.1 to the Companys Annual Report on Form 20-F for the financial year
ended March 31, 2006)4.2
    
    Lender Accession Agreement with Merrill Lynch International Bank Limited,
effective as of May 8, 2007 (incorporated by reference to Exhibit 4.2 of the Companys Annual
Report on Form 20-F for the financial year ended March 31, 2007).4.3
    
    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)4.4
    
    Lender Accession Agreement with Merrill Lynch
International Bank Limited, effective as of May 8, 2007 (incorporated by reference to Exhibit 4.4
of the Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.5
    
    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).4.6
    
    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).4.7
    
    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).




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##### Table of Contents



4.8
    
    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).4.9
    
    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).4.10
    
    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).4.11
    
    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).4.12
    
    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).4.13
    
    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).4.14
    
    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).4.15
    
    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).4.16
    
    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).4.17
    
    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).4.18
    
    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).4.19
    
    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).4.20
    
    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).4.21
    
    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).4.22
    
    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).4.23
    
    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).4.24
    
    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).4.25
    
    Letter of indemnification for Andy Halford4.26
    
    Letter of indemnification for Michel Combes4.27
    
    Letter of indemnification for Steve Pusey




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##### Table of Contents



4.28
    
    Letter of indemnification for Dr. John Buchanan4.29
    
    Letter of indemnification for Philip Yea4.30
    
    Letter of indemnification for Luc Vandevelde4.31
    
    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)4.32
    
    Notice of cancellation dated 28 July 2008 in respect of the US$5,525,000,000 Revolving Credit
Facility dated 24 June 2004 (as amended and restated by a Supplemental Agreement dated 24 June
2005). (incorporated by reference to Exhibit 4.30 to the Companys Annual Report on Form 20-F for
the financial year ended March 31, 2009)7.
    
    Computation of ratio of earnings to fixed charges for the years ended March 31, 2010, 2009,
2008, 2007, and 2006.8.
    
    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.15.3
    
    Capitalisation and Indebtedness table.