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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 20-F
 
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report:
 For the transition period from:  to
 Commission file number: 001-10086
 VODAFONE GROUP PUBLIC LIMITED COMPANY
 (Exact name of Registrant as specified in its charter)
 England  (Jurisdiction of incorporation or organization)
 Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England  (Address of principal executive offices)
 Stephen Scott (Group General Counsel and Company Secretary) tel +44 (0)1635 33251, fax +44 (0)1635 45713
 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
    
    
    54,483,872,6157% Cumulative Fixed Rate Shares of £1 each
    
    
    50,000
  þ o
  o þ
  þ o
  o o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o  US GAAP     o
    
    International Financial Reporting     þ
Standards as issued by the
International Accounting
Standards Board
    
    Other     o
  o o
  o þ
 
  Name of each exchangeTitle of each class
    
    on which registeredOrdinary shares of 11 3/7 US cents each
    
    New York Stock Exchange*American Depositary Shares (evidenced
by American Depositary Receipts) each
representing ten ordinary shares
    
    New York Stock ExchangeFloating Rate Notes due June 2011
    
    New York Stock Exchange5.5% 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% Notes due December 2013
    
    New York Stock Exchange5.375% Notes due January 2015
    
    New York Stock Exchange5% Notes due September 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 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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Vodafone Group Plc Annual Report on Form 20-F For the year ended 31 March 2009




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This constitutes the annual report on Form 20-F of Vodafone Group Plc (the Company) in accordance
with the requirements of the US Securities and Exchange Commission (the SEC) and for the year
ended 31 March 2009 and is dated 2 June 2009. This document contains certain information set out
within the Companys annual report in accordance with International Financial Reporting Standards
(IFRS) and with those parts of the UK Companies Act 1985 applicable to companies reporting under
IFRS, dated 19 May 2009, as updated or supplemented if necessary. Details of events occurring
subsequent to the approval of the annual report on 19 May 2009 are summarised on page A-1. The
content of the Groups website (www.vodafone.com) should not be considered to form part of this
annual report on Form 20-F. In the discussion of the Groups reported financial position, operating
results and cash flow for the year ended 31 March 2009, information is presented to provide readers
with additional financial information that is regularly reviewed by management. However, this
additional information presented is not uniformly defined by all companies, including those in the
Groups industry. Accordingly, it may not be comparable with similarly titled measures and
disclosures by other companies. Additionally, certain information presented is derived from amounts
calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such
non-GAAP measures should not be viewed in isolation or as an alternative to the equivalent GAAP
measure. For further information see Non-GAAP information on pages 138 to 139 and Definition of
terms on page 143. The terms Vodafone, the Group, we, our and us refer to the Company
and, as applicable, its subsidiary undertakings and/or its interests in joint ventures and
associated undertakings. This document contains forward-looking statements within the meaning of
the US Private Securities Litigation Reform Act of 1995 with respect to the Groups financial
condition, results of operations and business management and strategy, plans and objectives for the
Group. For further details, please see Forward-looking statements on page 142 and Principal risk
factors and uncertainties on pages 38 and 39 for a discussion of the risks associated with these
statements. Vodafone, the Vodafone logo, Vodafone live!, Vodafone Mobile Broadband, Vodafone
Office, Vodafone Wireless Office, Vodafone Passport, Vodafone Speak, Vodafone Email Plus, Vodafone
M-PESA, Vodafone Money Transfer, Vodafone Station and Vodacom are trade marks of the Vodafone
Group. The RIM  ®  and BlackBerry  ®  families of trade marks, images and symbols
are the exclusive properties and trade marks of Research in Motion Limited, used by permission. RIM
and BlackBerry are registered with the US Patent and Trademark Office and may be pending or
registered in other countries. Windows Mobile is either a registered trade mark or trade mark of
Microsoft Corporation in the United States and/or other countries. Other product and company names
mentioned herein may be the trade marks of their respective owners. Copyright  ©  Vodafone Group 2009




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##### 



Our vision is to be the communications
    
    (EXECUTIVE SUMMARY)leader in an increasingly connected world
  Executive summary*
 
 2
    
    Chairmans statement4
    
    Performance at a glance6
    
    Chief Executives review8
    
    Operating environment and strategy10
    
    Group at a glance
 Business*
 
 12
    
    Business overview14
    
    Technology and resources18
    
    People20
    
    Customers, marketing and distribution21
    
    Services and devices
 Performance*
 
 24
    
    Key performance indicators25
    
    Operating results37
    
    Outlook38
    
    Principal risk factors and uncertainties40
    
    Financial position and resources45
    
    Corporate responsibility
    Governance*
 
 48
    
    Board of directors and Group management51
    
    Corporate governance57
    
    Directors remuneration
 Financials
 
 68
    
    Contents69
    
    Directors statement of responsibility*70
    
    Audit report on internal controls71
    
    Critical accounting estimates73
    
    Audit report on the consolidated
financial statements74
    
    Consolidated financial statements120
    
    Audit report on the Company
financial statements121
    
    Company financial statements
 Additional information
 
 127
    
    Shareholder information*134
    
    History and development*135
    
    Regulation*138
    
    Non-GAAP information*140
    
    Form 20-F cross reference guide142
    
    Forward-looking statements143
    
    Definition of terms144
    
    Selected financial data
  
 * These sections make up the directors report.
   Vodafone Group Plc 1




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Chairmans statement Your company is driven by strong cash generation, a sound liquidity
position and a diverse and geographically spread customer base. This year your Company has
delivered adjusted operating profit of £11.8 billion and generated £5.7 billion of free cash flow
before licence and spectrum payments, helped by foreign exchange movements and despite pressure on
revenue in challenging economic circumstances. This has allowed us to buy back £1 billion of shares
and pursue a progressive dividend policy. The Board is recommending a final dividend of 5.20 pence,
making a total for the year of 7.77 pence. Regrettably, the share price has declined by 17% since
the beginning of the year, from 154.3 pence to 127.5 pence, but has nonetheless outperformed the
FTSE100 which has declined by 24% over the same period. We have seen continuing growth in
proportionate customer numbers to 303 million at year end, as well as growth in mobile voice
minutes of use and particularly data services. There is considerable evidence that the economic
crisis has had a significant effect on the environment in which we operate, across our various
markets. Inevitably, during rapid economic decline and rising unemployment, our customers 
enterprise and consumer  are looking carefully for ways to reduce their expenditure. We have
responded to the pressure on household and business expenses with pricing plans designed to address
customers needs. So the telecommunications sector is not immune from the impact of the global
recession but it has demonstrated a greater degree of resilience than certain other parts of the
economy. The services we provide have assumed increasing importance in the day to day lives of our
customers. We see this particularly in the way in which our services, particularly data services
such as email and internet access, offer new flexibility in the way people lead their business and
personal lives. When more stable economic conditions return, this new flexibility should also
support more sustainable growth, unlocking important potential social and ecological benefits. In
addition to the impact of the economic downturn, we continued to see pricing pressure lead to
reductions of around 15% year on year in Europe. The period of rapid growth in new mobile customers
in much of Europe is now over and we need to adjust our resources accordingly. We are well on our
way to delivering the £1 billion reduction in operating costs to which we are committed. We will
maintain this focus over the coming year and expect to deliver on our commitment by the following
financial year. Sadly, this involves reducing our workforce but we nevertheless remain intent that
Vodafone should continue to be a good place to work. With prudent control of capital expenditure
and reductions to operating expenditure, your Company is positioning itself to benefit from the
re-invigoration of the economy when it comes, driven by strong cash generation, a sound liquidity
position, and the diversity and geographic distribution of our customer base. Your Company will
continue to promote innovation in products and services across the range of our markets. For
example, over 6 million people are now using the Vodafone Money Transfer system (branded M-PESA in
Kenya) in Kenya, Tanzania and Afghanistan. In total, they are sending approximately US$200 million
a month, mostly as small transactions of less than US$20. With over 4 billion people owning mobile
handsets, we believe that for the majority of the worlds population, mobile is likely to be the
primary means of access to the internet. Higher speed networks in markets such as South Africa and
Egypt increase the speed and range of internet access. Using economies of scale to work with
handset manufacturers has allowed approximately eight million customers to gain access to
communications through our ultra low cost handsets during the year, at the same time helping to

make Vodafone the second largest handset brand in India.  2 Vodafone Group Plc  Annual Report 2009




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Vodafone 13% FTSE 100 20% Vodafone share price +7 % vs FTSE 100 We have engaged with
governments and policy-makers to urge them not to lose sight of the benefits in terms of
investment, innovation and customer service which competition brings, of which the mobile industry
is a leading example. We believe that a descent into protectionism and national preference would
damage the prospects for the industry and for our ability to serve our customers needs. Regulation
and taxation of the telecommunications sector continues to have a significant impact on our
business, our customers and our shareholders. We have worked to ensure that legislators and
regulators appreciate the need to maintain a balance between the short term benefit to the consumer
and the long term interest of the consumer in investment and innovation. Your Board refreshed the
Companys strategy in November 2008 and set strategic priorities which it believes will help your
Company come through the economic crisis. The review did not lead to any radical change of
direction but put renewed emphasis on operational performance, tight control of costs, free cash
flow generation and a cautious approach to further footprint expansion. The past year has seen us
expand into two new markets (Ghana and Qatar), slightly increase our shareholding in Polkomtel in
Poland and attain majority control of our long-standing joint venture Vodacom in South Africa. An
important step towards in-market consolidation came with the agreement to merge our operation in
Australia with the fourth largest operator, Hutchison 3G Australia, underlining the value creation
which such consolidation can bring. The past year has seen our new Chief Executive, Vittorio Colao,
who succeeded Arun Sarin at last years AGM, put his deep knowledge of the mobile industry to good
effect in steering your Company through economic recession. I am delighted that your Board has also
been joined by a leading African businessman, Samuel Jonah. As we increase our interest in Africa,
with the integration of Ghana Telecommunications into Vodafone, and our increased shareholding in
Vodacom, Sam will bring invaluable insights to our work. Since the end of the financial year,
Michel Combes, the Chief Executive of the Groups Europe Region, and Steve Pusey, the Group Chief
Technology Officer, have been appointed to the Board with effect from 1 June. Their appointments
will help ensure that there is a good balance on the Board of both executive and non-executive
directors and I am confident that they will be major contributors to the future of your Company.
Finally, your Board has continued to fund the work of The Vodafone Foundation, which is an
important way of supporting the communities and societies where we make our profits. We invested
£48 million in The Vodafone Foundation programmes during the 2009 financial year. The Vodafone
Foundation and the network of national affiliates in our markets continue to achieve high
recognition for the contribution they make. Highlights from The Vodafone Foundation programme over
the past year include World of Difference, which helped individuals from 12 of our markets to take
a year to work for the charity of their choice; a public health mobile data gathering system
(episurveyor) helping to prevent the spread of disease in 22 African countries; and the mHealth
Alliance, announced in February 2009 with the Rockefeller Foundation, which will promote the use of
mobile technology in finding solutions to healthcare challenges. On behalf of the Board, I would
like to thank all Vodafone staff around the world for their tremendous work and commitment against
a difficult economic background. Your Board is pleased with the resilience of the Company and
confident that the Company will be well positioned for economic recovery when it comes.




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Performance at a glance Vodafone is the worlds leading international mobile communications
group by revenue, providing a wide range of communications services. Financial highlights Total
dividends per share up 3.5% to 7.77 pence; final dividend per share of 5.20 pence Free cash flow
generation remains strong despite economic environment Increased data revenue driven by higher
penetration of Vodafone Mobile Broadband cards and handheld business devices for internet and email
services Group adjusted operating profit of £11.8 billion before impairment charges of £5.9
billion Verizon Wireless Alltel acquisition creates largest US wireless operator, with 87
million customers £1 billion cost reduction programme accelerated; over 65% expected to be
achieved in the 2010 financial year Operational highlights Over 302 million proportionate mobile
customers            Closing fixed broadband customer base of 4.6 million, up 1 million during the year
Touch screen BlackBerry  ®  Storm available exclusively to Vodafones customers in 11
markets 7.2 Mbps high speed mobile broadband network available in key areas            Vodafone Mobile
Broadband USB modem won iF design recognising best product design in the world Invested £48
million in The Vodafone Foundation programmes during the year




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Regions
Revenue (1) Adjusted operating            Operating free            Capital expenditure (1)
(£bn) profit (1) (£bn) cash flow (1)(2) (£bn) (£bn)
Service revenue Voice Messaging Data Fixed and other services Service revenue (£bn) (£bn)
(£bn) (£bn) (£bn) 26.9 4.5 3.0 3.9 38.3 % growth % growth % growth % growth % growth 11.4 12.8 43.7
37.9 15.9 Vodafone Group Plc Annual Report 2009 5




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Chief Executives review These results demonstrate the benefit of the rapid action we took to
address the current economic conditions and highlight the benefits of our geographic diversity.
Financial review of the year These financial results reflect the benefits of the actions we took to
adjust to the deteriorating economic environment, in particular with respect to costs. We achieved
results in line with all of the guidance ranges we issued in November 2008 and also generated free
cash flow in line with the initial guidance range we established in May 2008, before the extent of
the downturn became apparent. During the year, Group revenue increased by 15.6% to £41.0 billion
and by 1.3% on a pro forma basis, including India, which was acquired in May 2007. The Groups
adjusted EBITDA margin declined by 1.8 percentage points, in line with the first half and our
expectations, one third of which was due to the impact of acquisitions and disposals, foreign
exchange and business mix. Group adjusted operating profit increased by 16.7% to £11.8 billion,
with a growing contribution from Verizon Wireless and foreign currency benefits offsetting weaker
performance in Europe. At year end, Vodafone had 303 million proportionate mobile customers
worldwide. Cash generation remained robust, with free cash flow of £5.7 billion before licence and
spectrum payments, up around 3%, with foreign currency benefits being offset by the deferral of a
£0.2 billion dividend from Verizon Wireless, which was received in April 2009. The economic
downturn is affecting Vodafone in several ways. In our more mature European and Central European
operations, voice and messaging revenue has declined, primarily driven by lower growth in usage and
continued double digit price declines. Roaming revenue fell due to lower business and leisure
travel. Enterprise revenue growth slowed as our business customers reduced activity and headcount.
Double digit data revenue growth continued, as we actively market increasingly attractive network
speeds, handsets and services into an under penetrated market. In contrast to Europe, results in
Africa and India remained robust driven by continued but lower GDP growth and increasing
penetration. broadband. Mobile contribution margins remained stable. Operating free cash flow
before licence and spectrum payments was strong at £7.6 billion. In Africa and Central Europe,
organic revenue grew by 3.9%, with double digit revenue growth at Vodacom being offset by weakness
in Turkey. After the year end, we completed our transaction with Telkom in South Africa and
increased our ownership of Vodacom to 65%. adjusted EBITDA margins declined by around three
percentage points, driven substantially by lower profitability in Turkey where, having appointed
new management in early 2009, we will continue to implement our turnaround plan with a primary
focus on network quality, distribution and competitive offers. In Asia Pacific and Middle East,
revenue increased by 19% on a pro forma basis, reflecting a strong contribution from India where
revenue grew by 33% on a pro forma basis. During the 2009 financial year we added 24.6 million
customers in India and ended the year with the highest rate of net additions in the market. In
Egypt, revenue increased by 11.9% at constant exchange rates and adjusted EBITDA margins remained
broadly flat. The adjusted EBITDA margin in the region declined by 3.7 percentage points,
reflecting lower margins in India caused by the pricing environment, the impact of our IT
outsourcing agreement and investment in new circles. Verizon Wireless posted another set of strong
results. Organic service revenue growth was 10.5%, driven by increased customer penetration and
data. In January 2009, Verizon Wireless completed its acquisition of Alltel which is expected to
generate cost synergies with a net present value of over US$9 billion and makes
 Verizon Wireless
the largest US mobile company with 87 million customers. During the year, we have deepened our
commercial relationship with Verizon Wireless, which now contributes 30% of our adjusted operating
profit, with joint initiatives around LTE technology, enterprise customers and BlackBerry devices.
6 Vodafone Group Plc Annual Report 2009




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87% of free cash flow before licence and spectrum payments returned to shareholders customers.
In Germany, we have extended our SuperFlat tariff family to include bundled mobile data and fixed
broadband options. SuperFlat net additions have remained strong at 404,000 in the last quarter.
Similar concepts of value enhancement products have been launched in most European markets,
including Italy, Spain, the UK and Ireland. We have accelerated our £1 billion cost reduction
programme, which will help us to offset the pressures of cost inflation and the competitive
environment and invest in revenue growth opportunities. In the 2009 financial year, we achieved
approximately £200 million of cost savings, which were partially offset by restructuring charges.
We now intend to deliver at least 65% of the total programme in the 2010 financial year, ahead of
plan. The benefits of the programme are visible in our results. In the 2009 financial year, despite
significant increases in mobile voice minutes and data usage, Europes operating expenses remained
broadly flat and mobile contribution margins were stable. Since November 2008: we have established
the Vodafone Roaming Services business unit, which will manage international wholesale roaming
activities across the Group; we have outsourced our field network maintenance operations in the UK;
and we have executed network sharing arrangements across Germany, Ireland, Spain and the UK. We are
reviewing our programme to identify further ways in which the Group can benefit from its regional
scale and further reduce costs in order to offset external pressures and competitor action and
invest in growth. Pursue growth opportunities in total communications Data revenue grew by 25.9% on
an organic basis and is now over £3 billion. We continue to push penetration of handheld business
and PC connectivity devices. In April, Verizon Wireless joined the Joint Innovation Lab (JIL)
established by Vodafone, China Mobile and SoftBank. The JIL is creating a single platform for
developers to create mobile widgets and applications on multiple operating systems and access the
partners combined 1.1 billion customer base. Vodafone will also provide access to third parties to
billing, location and other platforms, to enhance user experience and create a favourable
environment for all. In fixed broadband, we have continued to grow our customer base in Italy and
Spain, and in Germany, returned to revenue growth in the fourth quarter. We now have 4.6 million
customers, an increase of around 1 million during the year, of which 0.6 million arose in the
second half. The addition of appropriate quality fixed broadband capability is increasing the range
of products we can offer to customers, in particular in enterprise, and providing us with the
ability to compete with integrated competitors. Europes enterprise revenue grew by 1.2% during the
year, ahead of overall business trends, demonstrating the progress we are making to address the
enterprise opportunity. Vodafone Global Enterprise, which serves our larger enterprise customers on
a Group-wide basis, delivered revenue growth of around 9%, demonstrating the appeal of Vodafone to
multinational corporations. Execute in emerging markets We have continued to drive penetration in
India, generating strong revenue growth from our brand and commercial offers and a substantial
investment in network coverage. Indus Towers, our infrastructure joint venture with Bharti and
Idea, began operating during the financial year. We expect Indus Towers will enable Vodafone to
increase its capital efficiency in India and also to benefit from revenue generated from selling
capacity to other operators. Growth at Vodacom, which has strengthened its total communications
offering through the acquisition of Gateway, has been strong. Our performance in Turkey, where we
remain focused on our turnaround plan, has been disappointing. We will con
tinue to invest
throughout the 2010 financial year to relaunch the company. In Qatar, the Group commenced
operations after the end of the financial year, having been awarded the second licence with its
partner, the Qatar Foundation, during the year. In August 2008, the Group acquired 70.0% of Ghana
Telecommunications, an integrated mobile and fixed line telecommunications operator, which has
since been rebranded to Vodafone. Whilst emerging markets are of interest to us, we remain
cautious and selective on future expansion. Our primary focus will remain on driving results from
our existing assets. Strengthen capital discipline During the year we returned approximately 87% of
free cash flow before licence and spectrum payments to shareholders in the form of dividends and
share buy backs. Net debt has increased to £34 billion, primarily as a result of foreign currency
movements. The Group has retained a low single A credit rating in line with its target. In February
2009, consistent with our active stance on in-market consolidation, we agreed to merge Vodafone
Australia with Hutchison 3G Australia to create a new jointly owned company which will operate
under the Vodafone brand. This transaction, which is subject to regulatory approval, is expected to
generate cost synergies with a present value of AUS$2 billion and will release capital to Vodafone
through a AUS$0.5 billion deferred payment. Customers in Australia will benefit from the enlarged
entitys scale. Prospects for the year ahead challenging in the 2010 financial year. IMF
forecasts indicate a GDP decline of 4% in 2009 across the Vodafone footprint within Europe and
Central Europe and that unemployment could increase significantly. In these markets, we expect that
voice and messaging revenue trends will continue as a result of ongoing pricing pressures and
slowing usage. However, we expect further growth in data revenue. In Turkey, where we will focus on
our turnaround plan, we expect that the 2010 financial year will be challenging. Revenue growth in
other emerging markets, in particular India and Africa, is expected to continue as we drive
penetration in these markets. We expect another year of good performance at Verizon Wireless.




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Operating environment and strategy Vodafones strategy is focused on improving operational
execution and pursuing growth opportunities in total telecommunications services, while delivering
strong free cash flow. The telecommunications industry remains attractive Notwithstanding a
challenging economic background and rising unemployment, the fundamentals of the telecommunications
industry continue to be attractive. The sector remains relatively resilient, but not immune, as it
provides essential services that serve a fundamental human need to communicate for work and social
purposes. In this environment, the sector leaders, such as Vodafone, continue to be able to
innovate and deliver new products and services as well as generate strong cash flow. Although
revenue from traditional services of voice and messaging in mature markets is growing more slowly
due to competitive and regulatory pressures, there remains a significant growth opportunity in
mobile data. There are also growth opportunities in enterprise and broadband markets due to
increasing demand for integrated solutions, international services and converged offerings. Within
the Vodafone footprint, emerging markets, such as India, continue to exhibit the potential for
strong growth due to low mobile penetration rates of around 38% on average, compared to over 120%
in Europe, which together with higher GDP growth prospects, provide a significant customer growth
opportunity. Vodafone is well positioned in the telecommunications industry The Group believes its
leading market position is demonstrated by a strong level of free cash flow, with some £18 billion
generated over the last three years, a resilient structure based on a diverse portfolio of assets
in both mature and emerging markets and a number one or two ranking in most countries in which it
operates. The Group has also been a pioneer in data products and services, developing high speed
mobile broadband networks and providing simple to use and attractive devices with features such as
touch screen technology. The Group has a recognised brand in consumer markets and a strong position
in the enterprise segment. In addition, Vodafone is already well placed to benefit from growth in
emerging markets, with a presence in a number of the countries where significant growth is
expected. In a difficult market environment, the ability to control and reduce costs is ever more
important. Against this background, the Group continues to May 2006 Progress to November 2008
Revenue stimulation and  Driving usage growth to offset price declines cost reduction in Europe 
Delivered on cost and capital expenditure targets Emerging market growth  Increased presence:
Ghana, India, Poland, Qatar and Vodacom Total communications  Annualised data revenue £2.8 billion
 Broadband capabilities in 12 markets Manage portfolio for  Disposal of non-core assets:
Switzerland and Belgium maximum returns Capital structure and  Higher dividends: 7.51p in 2008
(6.07p in 2006) shareholder returns  £20 billion cash returned to shareholders Environment:
economic, competitive and regulatory pressures Economy  Weaker global economic growth and rising
unemployment  Lower roaming revenue as enterprise and consumer customers travel less Competition
 Ongoing price reductions due to competitive pressures  New entrants: Growing range of providers
of converged fixed and mobile services  Expanding presence of mobile virtual network operators
Regulation  Industry regulators continue to press for lower mobile termination rates and roaming
prices, which impacts around 17% of Group revenue 8 Vodafone Group Plc Annual Report 2009




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 We are confident that our strategy is appropriate for the current operating environment
Vittorio Colao Chief Executive Drive operational performance Vodafone aims to improve execution in
existing businesses through customer value enhancement and cost reduction. Value enhancement
involves maximising the value of existing customer relationships, not just the revenue. This
approach shifts away from unit based tariffs to propositions that deliver much more value to
customers in return for greater commitment, incremental penetration of the account or more balanced
commercial costs. This requires a more disciplined approach to commercial costs to ensure
investment is focused on those customers with higher lifetime value. Customer value enhancement
replaces the previous focus on revenue stimulation. The Group has established a significant number
of initiatives which are expected to reduce current operating costs by approximately £1 billion per
annum by the 2011 financial year, to help offset the pressures from cost inflation and the
competitive environment and to enable investment in growth opportunities. As a result, on a like
for like basis, Vodafone is targeting broadly stable operating costs in Europe and for operating
costs to grow at a lower rate than revenue in emerging markets between the 2008 and 2011 financial
years. Capital intensity is expected to be around 10% over this period in Europe and to trend to
European levels in emerging markets over the longer term. Pursue growth opportunities in total
communications Regarding growth opportunities, the three target areas are mobile data, enterprise
and broadband. Vodafone has already made significant progress on mobile data, with annual revenue
of £3 billion, 26% higher on an organic basis than that of a year ago, but the opportunity remains
significant as the proportion of the customer base that regularly uses data services is only around
10% in Europe. In the enterprise segment, Vodafone has a strong position in core mobile services,
mainly amongst larger corporations. The aim is to build upon this position and expand into the
broader communications market, serving small and medium sized businesses with converged fixed and
mobile products and services and to continue to increase the Groups penetration of multinational
accounts. In fixed broadband, the Group has a presence in all of its European markets and 4.6
million customers globally. Focus on free cash flow generation and execution Progress Drive
operational performance  Value enhancement  Launched new products in a number of markets, which
offer  Cost reduction customers more value in return for increased commitment  Accelerated £1
billion cost reduction programme; expect to achieve 65% in 2010 Pursue growth opportunities 
Mobile data  Expanded range of data devices with the BlackBerry Storm, in total communications 
Enterprise iPhone and netbooks with built-in broadband  Broadband  Revenue growth of 9% in
Vodafone Global Enterprise  1 million new fixed broadband customers; closing base of 4.6 million
Execute in emerging markets  Delivery in existing markets  Nationwide footprint in India 
Selective expansion/  Commenced operations in Qatar since year end cautious approach  Acquired
Gateway in Africa to strengthen total communications portfolio Strengthen capital discipline 
Shareholder returns  Returned over 87% of free cash flow before licence and spectrum  Clear
priorities for payments to shareholders in the 2009 financial year surplus capital  In-market
consolidation through merger of Vodafone Australia with Hutchison 3G Australia            Vodafone
Group Plc Annual Report 2009 9




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Group at a glance The Group has a significant global presence, with equity interests in over
30 countries and over 40 partner networks worldwide. The Group is organised in three geographic
regions  Europe, Africa and Central Europe, Asia Pacific and Middle East  and Verizon Wireless in
the US. Europe The Groups mobile subsidiaries and joint venture operate under the brand name
Vodafone. The Groups associated undertaking in France operates as SFR and Neuf Cegetel, and the
Groups fixed line communication businesses operate as Arcor in Germany and Tele2 in Italy and
Spain. Africa and Central Europe The Groups subsidiaries operate under the Vodafone brand. The
Groups joint ventures and associated undertaking operate as Plus in Poland, Vodacom in South
Africa and Safaricom in Kenya. Partner markets Partner markets extend the Vodafone brand
exposure outside the controlled operating companies through entering into a partnership agreement
with a local mobile operator, enabling a range of Vodafones global products and services to be
marketed in that operators territory. Under the terms of these partner market agreements, the
Group and its partners cooperate in the development and marketing of certain services. These
partnerships create additional revenue through royalty and franchising fees without 10 Vodafone
Group Plc Annual Report 2009




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##### Table of Contents



Asia Pacific and Middle East The Groups subsidiaries and joint venture operate under the
Vodafone brand, with the Groups investment in China operating as China Mobile. Verizon
Wireless (US) The Groups associated undertaking in the US operates under the brand Verizon
Wireless. Country Operator Country Operator Country Operator Afghanistan Roshan Finland Elisa
Panama Digicel Armenia MTS Guernsey Airtel-Vodafone Russia MTS Austria A1 Honduras Digicel Serbia
VIP mobile Bahrain Zain Hong Kong SmarTone-Vodafone Singapore M1 Belgium Proximus Iceland Vodafone
Iceland Slovenia Si.mobile-Vodafone Bulgaria Mobiltel Japan SoftBank Sri Lanka Dialog
Caribbean (1) Digicel Jersey Airtel-Vodafone Sweden TDC Chile Entel Latvia Bité
Switzerland Swisscom Croatia VIPnet Lithuania Bité Thailand DTAC Cyprus Cytamobile-Vodafone
Luxembourg Tango Turkmenistan MTS Denmark TDC Macedonia VIP operator Ukraine MTS Estonia Elisa
Malaysia Celcom United Arab Emirates Du Faroe Islands Vodafone Iceland Norway TDC Uzbekistan MTS
Vodafone Group Plc Annual Report 2009 11




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##### Table of Contents



Business overview This section explains how Vodafone operates, from the key assets it holds to
the activities it carries out to enable the delivery of products and services to the Groups
customers. Technology and resources page 14 Network infrastructure Connects all customers
together and enables the Group to provide mobile and fixed voice, messaging and data services.
Vodafone operates 2G networks in all of its mobile operating subsidiaries and an increasing number
of 3G networks, providing customers with an enhanced data experience. Vodafone also operates an
increasing number of fixed access networks. Supply chain management Handsets, network equipment,
marketing and IT services account for the majority of Vodafones purchases, with the bulk being
sourced from global suppliers. The Groups supply chain management team is responsible for managing
the Groups relationships with all suppliers, excluding handsets, providing cost benefits to the
Group through utilisation of scale and scope. Research and development (R&D) The emphasis of the
Group R&D work programme is to contribute leading edge technical capabilities to Vodafones thought
and leadership offerings and identify new and emerging opportunities. People page 18 Vodafone
employed over 79,000 people worldwide during the 2009 financial year and aims to attract, develop
and retain the best people by providing a stimulating and safe environment and offering attractive
performance based incentives and rewarding career opportunities. 12 Vodafone Group Plc Annual
Report 2009




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Marketing and distribution page 20 Marketing and brand Vodafone has continued to focus on
delivering a superior, consistent and differentiated customer experience through its brand and
communication activities. Customer delight index Tracks customer satisfaction and identifies the
drivers of customer delight. Sponsorship The Groups global sponsorship strategy, with central and
local sponsorship agreements, has delivered strong results across all Vodafone markets. Enterprise
Small to medium enterprise (SME) and corporate The Groups strategy is to become the total
communications provider of choice offering solutions which bring together fixed and mobile voice
and data services into an integrated offer to the customer. Multinational Vodafone Global
Enterprise (VGE) manages the relationship with Vodafones 270 largest multinational corporate
customers (MNCs). Services and devices page 21 Voice Vodafones core service to customers is to
provide mobile voice communications and this continues to make up the largest proportion of the
Groups revenue. Messaging Allows customers to send and receive text, picture and video messages
using mobile devices. Data The Group offers email, mobile connectivity and Internet on Your
Mobile to enhance customers access to data services. Fixed line Provides customers with fixed
broadband and fixed voice and data solutions to meet their total communication needs. Other
Includes mobile advertising and business managed services as well as incoming roaming and wholesale
MVNO. Vodafone Group Plc Annual Report 2009 13




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Technology and resources Vodafones key technologies and resources include the telecommunications
licences it holds and the related network infrastructure, which enable the Group to operate
telecommunications networks in 28 controlled and jointly controlled markets around the world.
Customer devices As a total communications company, Vodafones customers can use a broad range of
devices to access its products and services. Access and transmission network Vodafones access
networks provide the means by which its customers can connect to Vodafone. The Group provides
mobile access through a network of base stations and fixed access through consumer DSL or corporate
private wire. These access networks connect back to Vodafones core network via its transmission
network. 14 Vodafone Group Plc Annual Report 2009




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Core network The core network is responsible for setting up and controlling the connection of
Vodafones customers to the Groups voice and data services. The core network comprises three
control domains and a services domain. The different domains and infrastructure within them are
connected together via a transmission network. Vodafone networks connect to a wide range of other
networks to enable the Groups customers to reach customers of other operators and access services
beyond Vodafone. Service platforms Vodafones service platforms deliver advanced customer
services and applications such as Vodafone live!, multimedia messaging, email, mobile TV and other
data related services. Vodafone Group Plc Annual Report 2009 15




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Technology and resources continued Network infrastructure Vodafones network infrastructure
provides the means of delivering the Groups mobile and fixed voice, messaging and data services to
its customers. The Groups customers are linked via the access part of the network, which connects
to the core network that manages the set-up and routing of calls, transfer of messages and data
connections, which provide a wide variety of other services. The Groups mobile network
technologies 2G Vodafone operates 2G networks in all of its mobile operating subsidiaries, through
global system for mobile (GSM) networks, offering customers services such as voice, text
messaging and basic data services. In addition, all of the Groups controlled networks operate
general packet radio services (GPRS), often referred to as 2.5G. GPRS allows mobile devices to be
used for sending and receiving data over an IP based network and enabling data service offers such
as internet and email access. In a number of networks, Vodafone also provides an advanced version
of GPRS called enhanced data rates for GSM evolution (EDGE). These networks provide download
speeds of over 200 kilobits per second (kbps) to Vodafones customers. 3G Vodafones 3G networks
operating the wideband code division multiple access (W-CDMA) standard, provide customers with an
optimised data access experience. Vodafone has continued to expand its service offering on 3G
networks, now offering high speed internet and email access, video telephony, full track music
downloads, mobile TV and other data services in addition to existing voice and basic data
connectivity services. High speed packet access (HSPA) HSPA is a 3G wireless technology
enhancement enabling significant increases in data transmission speeds. It provides increased
mobile data traffic capacity and improves the customer experience through the availability of 3G
broadband services and significantly shorter data transfer times. The Group has now deployed the
3.6 mega bits per second (Mbps) peak speed evolution of high speed downlink packet access
(HSDPA) across almost all of its 3G networks and also completed the introduction of the 7.2 Mbps
peak speed in key areas. The figures are theoretical peak rates deliverable by the technology in
ideal radio conditions with no customer contention for resources. While HSDPA focuses on the
downlink (network to mobile), high speed uplink packet access (HSUPA) focuses on the uplink
(mobile to network) and peak speeds of up to 1.4 Mbps on the uplink have now been widely introduced
across most of the Groups 3G networks. Current developments in the infrastructure As growth in
data traffic accelerates with the proliferation in, and adoption of, web services, Vodafone is
evolving its infrastructure through a range of initiatives. Acces s network evolution  Vodafone is
actively driving additional 3G data technology enhancements to further improve the customers
experience, including evolutions of HSPA technology to upgrade both the downlink and uplink speeds.
Vodafone has successfully trialled evolutions of mobile broadband technology achieving actual peak
data download rates of up to 16 Mbps and 21 Mbps, which corresponds to theoretical peak rates of
21.6 Mbps and 28.8 Mbps, respectively. Vodafone expects to deploy uplink speeds of around 2 Mbps in
a limited number of areas in Europe during the 2010 financial year. Vodafone has continued to
expand its fixed broadband footprint in accordance with the Groups total communications strategy,
by building its own network and/or using wholesale arrangements in 12 countries at 31 March 2009.
Transmission network evolution Vodafone continues to upgrade its access transmission infrastructure
from the base stations to the core switching network to deal with the increasing bandwidth demands
in the access network and data dominated traffic mix, driven by HSDPA and fixed broadband. The
Group has continued to pursue
 a strategy of implementing scaleable and cost effective self build
solutions and is also leveraging its DSL interests by backhauling data traffic onto more cost
effective DSL transport connections. In the core transmission network, the Group has continued to
expand its high capacity optical fibre infrastructure, including technology enhancements, which
enable the use of cost effective IP technology to achieve high quality carrier grade transport of
both voice and data traffic. 16 Vodafone Group Plc Annual Report 2009




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Quality of service for data applications The Group has been driving the development of innovative
techniques in 3G, which enable it to carefully manage the assignment of capacity in its networks.
With increasing bandwidth demands and a data dominated traffic mix, driven by faster HSDPA and
fixed broadband, the ability to optimise the allocation of capacity according to the services and
applications being used will be essential in managing costs. Femtocells During the 2009 financial
year, the Group has been testing femtocells across a number of markets. Femtocells are based on
technology which consists of a powered booster box connected to a small antenna that amplifies
existing 3G signals from the wide area network to offer enhanced reception over a range of up to
nine metres. IT A wide ranging IT transformation programme was initiated in the 2008 financial year
to deliver savings, such as the outsourcing of IT application development and maintenance
operations, and identify new opportunities. The data centre environment continues to be a major
focus area for cost savings, building on the success of the consolidation programme by driving
savings initiatives on server virtualisation and storage optimisation. Application simplification
is another area of focus as the benefits of reducing the number and complexity of applications
include improving time to market for new products and services and cost reduction. Significant
savings have been made on Vodafones existing IT operations, which have been reinvested in new
products and services. Supply chain management Handsets, network equipment, marketing and IT
services account for the majority of Vodafones purchases, with the bulk of these purchases being
from global suppliers. The Groups supply chain management (SCM) team is responsible for managing
the Groups relationships with all suppliers, excluding those of handsets, providing cost benefits
to the Group through utilisation of scale and scope. SCM is a major contributor to the Vodafone
cost reduction programme, achieved through a unified approach using global price books and
framework agreements, a standardised approach to e-auctions, the introduction of low cost network
vendors and achieving best in class pricing for IT storage and servers. Vodafones SCM continues to
transform itself and is operating across all Vodafones operating companies, delivering savings
that are measured using a unified savings methodology, which are reported regularly to the
Executive Committee. Vodafones SCM was centralised in Luxembourg during the 2008 financial year
and is delivering further synergies for the Group through the execution of global material
strategies based on local market expertise. Worldwide independent benchmarking studies have shown
Vodafone SCM as achieving significant cost advantages. Vodafone also has a China Sourcing Centre,
which has achieved significant trading volumes, further improving the Groups cost base. SCM won
the Team of the Year award and was short listed for the Corporate Responsibility and
Environment award in the 2008 European Supply Chain Excellence Awards. Suppliers to Vodafone are
expected to comply with the Groups Code of Ethical Purchasing. Further detail on this can be found
in Corporate responsibility on page 47. Research and development The Group R&D function
comprises an international team for applied research in mobile and internet communications and
their related applications. It supports the strategic objectives of Vodafone by: contributing
leading edge technical capabilities to Vodafones consumer offerings in the areas of internet, web
and terminal platforms and by directing the standardisation of relevant cross platform
technologies; identifying new and emerging business opportunities for fixed and mobile services;
and industry leadership in the development of future generation network technology through
specification of standards, standardisation and systematic en
gineering trials.  Group R&D work
programme There have been several significant advances during the 2009 financial year including:
Vodafone Group Plc Annual Report 2009 17




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People As a global organisation, Vodafone embraces the differences that every employee brings to
the Group, recognising that a workforce which reflects the diversity of the customers it serves is
better able to understand their expectations and more likely to have the skills and knowledge
needed to deliver the innovative products and services that they want. Vodafone employed an
average of around 79,000 people worldwide during the 2009 financial year. The Group aims to
attract, develop and retain the best people by providing a stimulating and safe working
environment, offering attractive performance based incentives and rewarding career opportunities.
Organisation changes Creation of three regions managed by regional CEOs. Creation of leaner,
more agile organisation. Higher proportion of employees in customer facing roles.
Reorganisation of teams whose activities benefit from economies of scale. Vodafone changed the
shape and size of its organisation during the 2009 financial year to accommodate growth within the
business as well as to create a leaner, more agile structure with clearer reporting lines and
accountabilities across the Group. Changes included: creation of three regions (Europe, Africa
and Central Europe and Asia Pacific and Middle East), each managed by a Regional CEO;
centralisation of teams who manage activities that benefit from the Groups global scale, including
terminal procurement, supply chain, IT and network programmes and product development; continued
integration of new acquisitions; and restructuring and cost efficiency activities in some
operating companies. As a consequent of these changes, approximately 1,900 jobs were eliminated.
Despite these reductions, the overall number of people working for Vodafone grew by 9%, due to
growth in emerging markets and business acquisitions. People whose jobs were affected by the
organisational changes were treated in line with Vodafone policy and good practice on employee
relations and consultation. People engagement            Latest people survey had an 85% response rate
globally. Increased level of employee engagement, achieving the high performance benchmark.
High scores in fair treatment, encouraging innovation and recognition. In November 2008, Vodafone
carried out its fourth global people survey. The survey measured the level of engagement (a
combination of pride, loyalty and motivation) of the Groups people and 59,453 people responded to
68 individual questions covering most aspects of the employee experience, achieving an 85% response
rate overall. Employee engagement increased by four percentage points to 75%. This is the
highest it has ever been since Vodafone started surveying its people in 2003. It is particularly
significant because, for the first time, Vodafone achieved the high performance benchmark for
engagement. The high performance benchmark is an external measure of best in class organisations
that achieve strong financial performance alongside high levels of engagement. This achievement
demonstrates that, more than ever before, people at Vodafone feel proud, committed and willing to
give their best. Performance management 96% of employees completed performance review. 95%
of employees agreed goals. 18 Vodafone Group Plc Annual Report 2009




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Equal opportunities and diversity Implementation of a new diversity and inclusion strategy. 13%
of senior employees and three operating company CEOs are female. 23 nationalities are represented
in top management bands. Vodafone is committed to providing a working culture that is inclusive to
all. The Group does not condone unfair treatment of any kind and offers equal opportunities for all
aspects of employment and advancement regardless of race, nationality, sex, age, marital status,
disability or religious or political belief. This also applies to agency workers, self employed
persons or contract workers who work for Vodafone. People with disabilities are assured of full
and fair consideration for all vacancies and efforts are made to meet their special needs,
particularly in relation to access and mobility. Where possible, modifications to workplaces are
made to provide access and, therefore, job opportunities for the disabled. Every effort is made to
continue the employment of people who become disabled via job design and the provision of
additional facilities and appropriate training. Gender diversity is a key focus area for Vodafone.
13% of the Groups senior employees, including three operating company CEOs, are female. In 2008,
Vodafone implemented a diversity and inclusion strategy to improve gender diversity across the
Group. Nine work streams were established, overseen by a steering committee, to ensure the Group
continues to make progress in this area. Vodafone has started to rollout inclusive leadership
workshops for leaders in all operating countries. These workshops aim to improve understanding of
inclusive and non-inclusive behaviour. Members of the Executive Committee attended the first of
these workshops this year. Extension of reward differentiation based on individual performance.
A variety of share plans are offered to incentivise and retain employees. To support the goal of
attracting and retaining the best people, Vodafone provides competitive and fair rates of pay and
benefits in each local market where it operates. In the 2009 financial year, Vodafone extended
reward differentiation based on individual contribution through the global reward programmes. This
included individual differentiation on both the global short term incentive plan and the global
long term incentive plan. A variety of share plans are offered to incentivise and retain employees
and in July 2008, all eligible employees across the Group were granted 290 shares under the global
allshare plan. Retirement benefits are provided to employees and vary depending on the conditions
and practices in the countries concerned. These are provided through a variety of arrangements
including defined benefit and defined contribution schemes. Health, safety and wellbeing
Introduction of group wide product safety and assurance policy. Increasing importance placed on
integration into operating companies in developing markets. Improvement in employee wellbeing
initiatives. Vodafone Group Plc Annual Report 2009 19




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Customers, marketing and distribution Vodafone endeavours to ensure that customers needs are at
the core of all products and services. Understanding these needs and continuing to serve them is
key to Vodafones customer strategy. Customers Vodafone has 302.6 million proportionate mobile
customers across the globe. The Group seeks to use its understanding of customers to deliver
relevance and value and communicate on an individual, household, community or business level. In
delivering solutions that meet customers changing needs in a manner that is easy to access and is
available when required, Vodafone aims to build a longer and deeper customer relationship.
Vodafone continues to use a customer measurement system called customer delight to monitor and
drive customer satisfaction in the Groups controlled markets at a local and global level. This is
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. This
information is used to identify any areas for improvement and focus. Customer segmentation Customer
segments are targeted through many different tariffs and propositions, which are adapted for any
localised customer preferences and needs. These often bundle together voice, messaging, data and,
increasingly, fixed line services. Consumer Customers are typically classified as prepaid or
contract customers. Prepaid customers pay in advance and are generally not bound to minimum
contractual commitments, while contract customers usually sign up for a predetermined length of
time and are invoiced for their services, typically on a monthly basis. Increasingly, Vodafone
offers SIM only tariffs allowing customers to benefit from the Vodafone network whilst keeping
their existing handset. Enterprise The Group continues to grow usage and penetration across all
business segments. VGE manages the Groups relationship with Vodafones 270 largest multinational
corporate customers. VGE simplifies the provision of fixed, mobile and broadband services for MNCs
who need a single operational and commercial relationship with Vodafone worldwide. It provides a
range of managed services such as central ordering, customer self-serve web portals,
telecommunications expense management tools and device management coupled with a single contract
and guaranteed service level agreements. The Group continues to expand its portfolio of innovative
solutions offered to small office home office (SoHo), SME and corporate customers. Increasingly
these combine fixed and mobile voice and data services integrated with productivity tools.
Marketing and brand Vodafone has continued to build brand value by delivering a superior,
consistent and differentiated customer experience. Communication activities are focused on
delivering the promise of helping customers make the most of their time. The Groups vision is
to be the communications leader in an increasingly connected world expanding the Groups category
from mobile only to total communications. To enable the consistent use of the Vodafone brand in all
customer interactions, a set of detailed guidelines has been developed in areas such as
advertising, retail, online and merchandising. Vodafone regularly conducts brand health tracking,
which is designed to measure the brand performance against a number of key metrics and generate
insights to assist the management of the Vodafone brand across all Vodafone branded operating
companies. An external accredited and independent market research organisation provides global
coordination of the methodology, reporting and analysis. 20 Vodafone Group Plc Annual Report
2009




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Services and devices Business Vodafone offers voice, messaging, data and fixed broadband services
through multiple solutions and supporting technologies to deliver on its total communications
strategy. The advancements in 3G networks and download speeds, handset capabilities and the
mobilisation of internet services have contributed to an acceleration of data services usage
growth. Devices Vodafone offers a wide range of devices such as handsets, mobile data cards and
mobile USB modems. Handsets A wide ranging handset portfolio covers different customer
segments, price points and an increasing variety of designs. 67 new models released in the 2009
financial year. 16 exclusive devices launched, including the BlackBerry Storm touch screen
device. iPhone launched in 11 markets. 15 consumer handsets available under Vodafones own
brand in 29 markets. 3G handsets accounting for 42% of total handset sales. Expanded business
portfolio with BlackBerry Curve. Vodafone Mobile Broadband Provides simple and secure access to
the internet and to business customers systems such as email, corporate applications and company
intranets. The Vodafone Mobile Broadband offers enhanced speeds up to 7.2 Mbps downlink and up to
2.0 Mbps uplink by utilising HSPA technology. A wide variety of laptop models are available with
built in 3G broadband and Vodafone SIM cards fitted at point of manufacture. Vodafones partners
Dell and Lenovo fit a Vodafone SIM at point of manufacture. All Vodafone Mobile Broadband USB
modems and USB sticks are exclusive designs and benefit from plug and play software. Their ease
of use and attractive designs support their deployment through consumer channels. A number of
netbooks are available with built in 3G broadband, which are much smaller and lighter than a
regular laptop, including the new Dell mini 9 netbook. Vodafone Group Plc Annual Report 2009 21




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Services and devices continued Voice Voice services continue to make up the largest portion of
the Groups revenue and a wide range of activities have been undertaken over the past year to
stimulate growth in voice usage. £26,906m Voice revenue (2008: £24,151m, 2007: £21,597m)
Outgoing voice Principal features Fees charged to a Vodafone mobile customer who initiates a
call. Many different tariffs and propositions available, targeted at different customer
segments. Relatively stable as a proportion of Group service revenue as higher usage offsets
price pressures. Incoming voice Principal features Generated when a Vodafone customer receives a
call from a user on another network. Fees paid by operators based on termination rates primarily
determined by local regulators. Messaging All of the Groups mobile operations offer messaging
services, allowing customers to send and receive messages using mobile handsets and various other
devices. 22 Vodafone Group Plc Annual Report 2009




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Data The Group offers a number of products and services to enhance customers access to data
services including access to the internet, email, music, games and television. Connectivity
services Provides laptop and PC users simple and secure access to the internet and business
systems. Includes email, corporate applications, company intranets and the internet for customers
on the move. Available through Vodafone Mobile Broadband devices and certain handsets. Internet
Offers easy to use and secure customer browsing. Users can access the internet on their mobile
via Vodafone live! or web browsers. Transparent pricing available through Vodafones Internet on
Your Mobile unlimited browsing tariff. Instant messaging available with Yahoo! and MSN. Offers
integrated services from leading internet brand partners, including YouTube, eBay, Google and
Google Maps. Allows customer access to a wide range of media content:  full track music
downloads with more than 2 million songs available;  global games portfolio offers popular titles
and the latest games; and  mobile TV, available with an average of 27 channels. Fixed and other
services During the 2009 financial year, Vodafone continued to diversify and expand the services it
provides to assist customers in meeting their total communications needs and provide additional
revenue streams to the Group. Fixed services Fixed broadband: Offered mainly through DSL
technology. Available in 12 countries. Fixed line voice: Allows consumer and enterprise
customers to make fixed line voice calls, using Vodafone as their total communications provider.
Office phone solutions: Providing enterprise customers of all sizes with advanced office desk phone
functionality integrated with their mobile services. Vodafone Group Plc Annual Report 2009  23




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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 the Groups strategic objectives.
KPI Purpose of KPI 2009 2008 2007 Free cash flow before Provides an evaluation of the cash
generated by the £5,722m £5,580m £6,343m licence and spectrum Groups operations and available for
reinvestment, payments (2) shareholder returns or debt reduction. Also used in
determining managements remuneration. Service revenue and related Measure of the Groups success
in growing ongoing £38,294m £33,042m £28,871m organic growth (2) revenue streams. Also
used in determining (0.3)% 4.3% 4.7% managements remuneration. Data revenue and related Data
revenue is expected to be a key driver of the £3,046m £2,119m £1,405m organic growth (2)
future growth of the business. 25.9% 39.0% 30.7% Capital expenditure Measure of the Groups
investment in capital £5,909m £5,075m £4,208m expenditure to deliver services to customers.
Adjusted EBITDA and related Measure used by Group management to monitor £14,490m £13,178m £11,960m
organic growth (2) performance at a segment level. (3.5)% 2.6% 0.2% Customer delight
index Measure of customer satisfaction across the 72.9 73.1 70.6 Groups controlled markets and its
jointly controlled market in Italy. Also used in determining managements remuneration. Adjusted
operating profit Measure used for the assessment of operating £11,757m £10,075m £9,531m and related
organic growth (2) performance, including the results of associated 2.0% 5.7% 4.2%
undertakings. Also used in determining managements remuneration. Proportionate mobile Customers
are a key driver of revenue growth in all 302.6m 260.5m 206.4m customers (1) operating
companies in which the Group has an equity interest. Proportionate mobile Measure of the Groups
success at attracting new and 33.6m 39.5m 28.2m customer net additions (1) retaining
existing customers. Voice usage (in minutes) Voice usage is an important driver of revenue growth,
548.4bn 427.9bn 245.0bn especially given continuing price reductions in the competitive markets in
which the Group operates. 24 Vodafone Group P lc  Annual Report 2009




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Operating results
    
    Performance
   (1)
 Africa
    
    
    Asiaand Central
    
    
    Pacific and
    
    
    Verizon
    
    
    CommonEurope
    
    
    Europe
    
    
    Middle East
    
    
    Wireless
    
    
    Functions(2)
    
    
    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(3)
    
    
    10,422
    
    
    
    1,690
    
    
    
    1,739
    
    
    
    
    
    
    
    639
    
    
    
    
    
    
    
    14,490
    
    
    
    13,178
    
    
    
    10.0
    
    
    
    (3.5
    )Adjusted operating profit(3)
    
    
    6,631
    
    
    
    652
    
    
    
    525
    
    
    
    3,542
    
    
    
    407
    
    
    
    
    
    
    
    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
 Notes:(1)
    
    The Group revised its segment structure during the year. See note 3 to the consolidated
financial statements.(2)
    
    Common Functions represents the results of the partner markets and the net result of
unallocated central Group costs and recharges to the Groups operations, including royalty fees for
use of the Vodafone brand.(3)
    
    See Non-GAAP information on page 138.
  Revenue
     Operating profit
 
   Vodafone Group Plc 25




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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 dividends
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
    )Changes in fair value of 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)
    
    Includes the fair value movement in relation to put rights and similar
arrangements held by minority interest holders in certain of the Groups
subsidiaries. The valuation of these financial liabilities is inherently
unpredictable and changes in the fair value could have a material impact on
the future results and financial position of Vodafone. 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 the Groups
5.60% direct investment in Bharti Airtel Limited (Bharti Airtel).(3)
    
    See notes 2 and 3 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 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
    
    
    3,058
    
    
    
    2,424
    
    
    
    1,897
    
    
    
    1,219
    
    
    
    1,824
    
    
    
    
    
    
    
    10,422
    
    
    
    7.6
    
    
    
    (7.0
    )Adjusted operating profit
    
    
    1,728
    
    
    
    1,734
    
    
    
    1,323
    
    
    
    235
    
    
    
    1,611
    
    
    
    
    
    
    
    6,631
    
    
    
    6.8
    
    
    
    (8.2
    )Adjusted EBITDA margin
    
    
    39.0
    %
    
    
    43.7
    %
    
    
    32.6
    %
    
    
    22.6
    %
    
    
    34.2
    %
    
    
    
    
    
    
    35.2
    %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
    
    
    2,667
    
    
    
    2,158
    
    
    
    1,806
    
    
    
    1,431
    
    
    
    1,628
    
    
    
    
    
    
    
    9,690Adjusted operating profit
    
    
    1,490
    
    
    
    1,573
    
    
    
    1,282
    
    
    
    431
    
    
    
    1,430
    
    
    
    
    
    
    
    6,206Adjusted EBITDA margin
    
    
    38.8
    %
    
    
    48.7
    %
    
    
    35.7
    %
    
    
    26.4
    %
    
    
    35.5
    %
    
    
    
    
    
    
    37.2
    %
 Note:(1)
    
    The Group revised its segment structure during the year. See note 3 to the consolidated
financial statements.
  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
    
    
    (2.7
    )
    
    
    (0.2
    )
    
    
    17.6
    
    
    
    14.7Italy
    
    
    (6.4
    )
    
    
    1.2
    
    
    
    17.5
    
    
    
    12.3Spain
    
    
    (10.5
    )
    
    
    (0.5
    )
    
    
    16.0
    
    
    
    5.0UK
    
    
    (15.3
    )
    
    
    0.5
    
    
    
    
    
    
    
    (14.8
    )Other
    
    
    (4.9
    )
    
    
    (0.1
    )
    
    
    17.0
    
    
    
    12.0Europe
    
    
    (7.0
    )
    
    
    0.2
    
    
    
    14.4
    
    
    
    7.6Adjusted operating profitGermany
    
    
    (1.2
    )
    
    
    (0.4
    )
    
    
    17.6
    
    
    
    16.0Italy
    
    
    (6.5
    )
    
    
    (0.5
    )
    
    
    17.2
    
    
    
    10.2Spain
    
    
    (10.6
    )
    
    
    (1.9
    )
    
    
    15.7
    
    
    
    3.2UK
    
    
    (47.1
    )
    
    
    1.6
    
    
    
    
    
    
    
    (45.5
    )Other
    
    
    (5.3
    )
    
    
    1.1
    
    
    
    16.9
    
    
    
    12.7Europe
    
    
    (8.2
    )
    
    
    (0.3
    )
    
    
    15.3
    
    
    
    6.8
 Germany
   Italy
   Vodafone Group Plc 27




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##### Table of Contents



Spain
   UK
   Other Europe
 (1)
 Africa andCentralVodacom
    
    
    Other(2)
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(3)Year 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
    
    
    
    1,084
    
    
    
    1,690
    
    
    
    1.3
    
    
    
    (2.4
    )Adjusted operating profit
    
    
    373
    
    
    
    279
    
    
    
    652
    
    
    
    (13.3
    )
    
    
    (12.9
    )Adjusted EBITDA margin
    
    
    34.1
    %
    
    
    29.1
    %
    
    
    30.7
    %Year ended 31 March 2008Revenue
    
    
    1,609
    
    
    
    3,337
    
    
    
    4,946Service revenue
    
    
    1,398
    
    
    
    3,219
    
    
    
    4,617Adjusted EBITDA
    
    
    586
    
    
    
    1,083
    
    
    
    1,669Adjusted operating profit
    
    
    365
    
    
    
    387
    
    
    
    752Adjusted EBITDA margin
    
    
    36.4
    %
    
    
    32.5
    %
    
    
    33.7
    %
 Notes:(1)
    
    The Group revised its segment structure during the year. See note 3 to
the consolidated financial statements.(2)
    
    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.Revenue increased by 11.2%, including the contribution of favourable
exchange rate movements and the impact of merger and acquisition activity.
Organic revenue growth was 3.9%, as sustained growth in Vodacom was offset
by weakening trends in Turkey and Romania. Service revenue growth was 3.1%
on an organic basis, reflecting the 9.9% increase in the average customer
base, partially offset by an impact from termination rate cuts of around
three percentage points.Adjusted EBITDA increased by 1.3%, with the contribution of favourable
exchange rate movements partially offset by merger and acquisition
activity. Adjusted EBITDA decreased by 2.4% on an organic basis, with the
adjusted EBITDA margin decreasing in the majority of markets, reflecting
the continued network expansion, investment in the turnaround plan in
Turkey and increased competition in Romania.The impact of merger and acquisition activity and foreign exchange
movements on revenue, service revenue, adjusted EBITDA and adjusted
operating profit are shown below:
 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
    
    
    (7.0
    )
    
    
    (5.9
    )
    
    
    13.0
    
    
    
    0.1Africa and Central Europe
    
    
    (2.4
    )
    
    
    (4.0
    )
    
    
    7.7
    
    
    
    1.3Adjusted operating profitVodacom
    
    
    6.3
    
    
    
    0.3
    
    
    
    (4.4
    )
    
    
    2.2Other
    
    
    (27.5
    )
    
    
    (10.5
    )
    
    
    10.1
    
    
    
    (27.9
    )Africa and Central Europe
    
    
    (12.9
    )
    
    
    (5.6
    )
    
    
    5.2
    
    
    
    (13.3
    )
 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
    
    
    £
    
    
    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
    
    
    710
    
    
    
    1,029
    
    
    
    
    
    
    
    1,739
    
    
    
    17.8
    
    
    
    7.3Adjusted
operating profit
    
    
    (37
    )
    
    
    562
    
    
    
    
    
    
    
    525
    
    
    
    (0.9
    )
    
    
    6.6Adjusted EBITDA
margin
    
    
    26.4
    %
    
    
    32.9
    %
    
    
    
    
    
    
    29.9
    %Year ended
31 March 2008Revenue
    
    
    1,822
    
    
    
    2,577
    
    
    
    
    
    
    
    4,399Service revenue
    
    
    1,753
    
    
    
    2,348
    
    
    
    
    
    
    
    4,101Adjusted EBITDA
    
    
    598
    
    
    
    878
    
    
    
    
    
    
    
    1,476Adjusted
operating profit
    
    
    35
    
    
    
    495
    
    
    
    
    
    
    
    530Adjusted EBITDA
margin
    
    
    32.8
    %
    
    
    34.1
    %
    
    
    
    
    
    
    33.6
    %
 Note:(1)
    
    The Group revised its segment structure during the year. See note 3 to
the consolidated financial statements.
    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
    
    
    
    4.6
    
    
    
    18.7Other
    
    
    7.3
    
    
    
    (3.4
    )
    
    
    13.3
    
    
    
    17.2Asia Pacific and Middle East
    
    
    7.3
    
    
    
    0.6
    
    
    
    9.9
    
    
    
    17.8Adjusted operating profitIndia
    
    
    
    
    
    
    (100+
    )
    
    
    (12.6
    )
    
    
    (100+
    )Other
    
    
    6.6
    
    
    
    (6.8
    )
    
    
    14.0
    
    
    
    13.8Asia Pacific and Middle East
    
    
    6.6
    
    
    
    (19.7
    )
    
    
    12.2
    
    
    
    (0.9
    )
  Vodafone Group Plc 29




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##### Table of Contents



India
   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
    )
    
    
    100+Tax(1)
    
    
    (198
    )
    
    
    (166
    )
    
    
    19.3Minority interest
    
    
    (78
    )
    
    
    (56
    )
    
    
    39.3Discontinued operations
    
    
    57
    
    
    
    
    
    
    
    Group share of result in
Verizon Wireless
    
    
    3,542
    
    
    
    2,447
    
    
    
    44.7
    
    
    
    21.6
 Note:(1)
    
    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.
 86.6
million
    8
May 2009,
   30 Vodafone Group Plc




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##### Table of Contents



Performance
  (1)(2)
 Africa
    
    
    Asiaand Central
    
    
    Pacific and
    
    
    Verizon
    
    
    CommonEurope
    
    
    Europe
    
    
    Middle East
    
    
    Wireless
    
    
    Functions(3)
    
    
    Eliminations
    
    
    2008
    
    
    2007
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicRevenue
    
    
    26,081
    
    
    
    4,946
    
    
    
    4,399
    
    
    
    
    
    
    
    170
    
    
    
    (118
    )
    
    
    35,478
    
    
    
    31,104
    
    
    
    14.1
    
    
    
    4.2Service revenue
    
    
    24,430
    
    
    
    4,617
    
    
    
    4,101
    
    
    
    
    
    
    
    
    
    
    
    (106
    )
    
    
    33,042
    
    
    
    28,871
    
    
    
    14.4
    
    
    
    4.3Adjusted EBITDA
    
    
    9,690
    
    
    
    1,669
    
    
    
    1,476
    
    
    
    
    
    
    
    343
    
    
    
    
    
    
    
    13,178
    
    
    
    11,960
    
    
    
    10.2
    
    
    
    2.6Adjusted operating profit
    
    
    6,206
    
    
    
    752
    
    
    
    530
    
    
    
    2,447
    
    
    
    140
    
    
    
    
    
    
    
    10,075
    
    
    
    9,531
    
    
    
    5.7
    
    
    
    5.7Adjustments for:Impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,600
    )Other income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    502Non-operating income of associates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Operating profit/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,047
    
    
    
    (1,564
    )Non-operating income and expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    254
    
    
    
    4Net financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,300
    )
    
    
    (823
    )Profit/(loss) before taxation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,001
    
    
    
    (2,383
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,245
    )
    
    
    (2,423
    )Profit/(loss) for the financial year from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,756
    
    
    
    (4,806
    )
 Notes:(1)
    
    The Group revised its segment structure during the year. See note 3 to the consolidated
financial statements.(2)
    
    During the 2009 financial year, the Group revised its analysis of revenue and costs. Visitor
revenue and revenue from MVNOs are now reported in the line other service revenue, rather than
within each of the lines for voice, messaging and data revenue. In the revised presentation of
costs: direct costs include amounts previously reported as interconnect costs and other direct
costs, except for expenses related to ongoing commission; customer costs include amounts previously
reported within acquisition costs and retention costs, as well as expenses related to ongoing
commissions, marketing, customer care and sales and distribution; and operating expenses are now
comprised primarily of network and IT related expenditure, support costs from HR and finance and
certain intercompany items. The following analysis reflects this change.(3)
    
    Common Functions represents the results of the partner markets and the net result of
unallocated central Group costs and recharges to the Groups operations, including royalty fees for
use of the Vodafone brand.
  Revenue
    Operating profit/(loss)
 
   Vodafone Group Plc 31




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##### Table of Contents



Net financing costs
 2008
    
    
    2007£m
    
    
    £mInvestment income
    
    
    714
    
    
    
    789Financing costs
    
    
    (2,014
    )
    
    
    (1,612
    )Net financing costs
    
    
    (1,300
    )
    
    
    (823
    )Analysed as:Net financing costs before dividends from investments
    
    
    (823
    )
    
    
    (435
    )Potential interest charges arising on settlement of
outstanding tax issues
    
    
    (399
    )
    
    
    (406
    )Dividends from investments
    
    
    72
    
    
    
    57Foreign exchange(1)
    
    
    (7
    )
    
    
    (41
    )Changes in fair value of equity put rights and
similar arrangements(2)
    
    
    (143
    )
    
    
    2(1,300
    )
    
    
    (823
    )
 Notes:(1)
    
    Comprises foreign exchange differences reflected in the consolidated
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.(2)
    
    Includes the fair value movement in relation to put rights and similar
arrangements held by minority interest holders in certain of the Groups
subsidiaries. The valuation of these financial liabilities is inherently
unpredictable and changes in the fair value could have a material impact on
the future results and financial position of Vodafone. 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
has been recorded as an expense. Further details of these options are
provided on page 44.
  Taxation
 Earnings/(loss) per share
 8.94 pence
 2008
    
    
    2007£m
    
    
    £mProfit/(loss) from continuing operations
attributable to equity shareholders
    
    
    6,660
    
    
    
    (4,932
    )Adjustments:Impairment losses
    
    
    
    
    
    
    11,600Other income and expense(1)
    
    
    28
    
    
    
    (502
    )Share of associated undertakings non-operating
income and expense
    
    
    
    
    
    
    (3
    )Non-operating income and expense(2)
    
    
    (254
    )
    
    
    (4
    )Investment income and financing costs(3)
    
    
    150
    
    
    
    39(76
    )
    
    
    11,130Tax on the above items
    
    
    44
    
    
    
    13Adjusted profit from continuing operations
attributable to equity shareholders
    
    
    6,628
    
    
    
    6,211Weighted average number of shares outstanding
    
    Million
    
    MillionBasic
    
    
    53,019
    
    
    
    55,144Diluted(4)
    
    
    53,287
    
    
    
    55,144
 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 2008 financial year includes £250 million
representing the profit on disposal of the Groups 5.60% direct investment
in Bharti Airtel.(3)
    
    See notes 1 and 2 in net financing costs.(4)
    
    In the year ended 31 March 2007, 215 million shares have been excluded
from the calculation of diluted loss
per share as they are not dilutive.
   32 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 2008Revenue
    
    
    6,866
    
    
    
    4,435
    
    
    
    5,063
    
    
    
    5,424
    
    
    
    4,583
    
    
    
    (290
    )
    
    
    26,081
    
    
    
    6.1
    
    
    
    2.0Service revenue
    
    
    6,551
    
    
    
    4,273
    
    
    
    4,646
    
    
    
    4,952
    
    
    
    4,295
    
    
    
    (287
    )
    
    
    24,430
    
    
    
    6.3
    
    
    
    2.1Adjusted EBITDA
    
    
    2,667
    
    
    
    2,158
    
    
    
    1,806
    
    
    
    1,431
    
    
    
    1,628
    
    
    
    
    
    
    
    9,690
    
    
    
    3.1
    
    
    
    (0.1
    )Adjusted operating profit
    
    
    1,490
    
    
    
    1,573
    
    
    
    1,282
    
    
    
    431
    
    
    
    1,430
    
    
    
    
    
    
    
    6,206
    
    
    
    0.8
    
    
    
    (1.5
    )Adjusted EBITDA margin
    
    
    38.8
    %
    
    
    48.7
    %
    
    
    35.7
    %
    
    
    26.4
    %
    
    
    35.5
    %
    
    
    
    
    
    
    37.2
    %Year ended 31 March 2007Revenue
    
    
    6,790
    
    
    
    4,245
    
    
    
    4,500
    
    
    
    5,124
    
    
    
    4,275
    
    
    
    (342
    )
    
    
    24,592Service revenue
    
    
    6,481
    
    
    
    4,083
    
    
    
    4,062
    
    
    
    4,681
    
    
    
    4,018
    
    
    
    (338
    )
    
    
    22,987Adjusted EBITDA
    
    
    2,696
    
    
    
    2,149
    
    
    
    1,567
    
    
    
    1,459
    
    
    
    1,530
    
    
    
    
    
    
    
    9,401Adjusted operating profit
    
    
    1,525
    
    
    
    1,575
    
    
    
    1,100
    
    
    
    511
    
    
    
    1,448
    
    
    
    
    
    
    
    6,159Adjusted EBITDA margin
    
    
    39.7
    %
    
    
    50.6
    %
    
    
    34.8
    %
    
    
    28.5
    %
    
    
    35.8
    %
    
    
    
    
    
    
    38.2
    %
 Note:(1)
    
    The Group revised its segment structure during the year. See note 3 to the consolidated
financial statements.
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %Revenue  Europe
    
    
    2.0
    
    
    
    0.7
    
    
    
    3.4
    
    
    
    6.1Service revenueGermany
    
    
    (2.9
    )
    
    
    
    
    
    
    4.0
    
    
    
    1.1Italy
    
    
    (2.0
    )
    
    
    2.6
    
    
    
    4.1
    
    
    
    4.7Spain
    
    
    8.1
    
    
    
    1.6
    
    
    
    4.7
    
    
    
    14.4UK
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    5.8Other
    
    
    2.4
    
    
    
    0.3
    
    
    
    4.2
    
    
    
    6.9Europe
    
    
    2.1
    
    
    
    0.8
    
    
    
    3.4
    
    
    
    6.3Adjusted EBITDAGermany
    
    
    (5.0
    )
    
    
    
    
    
    
    3.9
    
    
    
    (1.1
    )Italy
    
    
    (3.2
    )
    
    
    (0.2
    )
    
    
    3.8
    
    
    
    0.4Spain
    
    
    11.1
    
    
    
    (0.4
    )
    
    
    4.6
    
    
    
    15.3UK
    
    
    (1.9
    )
    
    
    
    
    
    
    
    
    
    
    (1.9
    )Other
    
    
    2.9
    
    
    
    (0.3
    )
    
    
    3.8
    
    
    
    6.4Europe
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    3.4
    
    
    
    3.1Adjusted operating profitGermany
    
    
    (6.0
    )
    
    
    
    
    
    
    3.7
    
    
    
    (2.3
    )Italy
    
    
    (1.4
    )
    
    
    (2.4
    )
    
    
    3.7
    
    
    
    (0.1
    )Spain
    
    
    14.4
    
    
    
    (2.2
    )
    
    
    4.3
    
    
    
    16.5UK
    
    
    (15.7
    )
    
    
    
    
    
    
    
    
    
    
    (15.7
    )Other
    
    
    (4.2
    )
    
    
    (0.5
    )
    
    
    3.5
    
    
    
    (1.2
    )Europe
    
    
    (1.5
    )
    
    
    (1.1
    )
    
    
    3.4
    
    
    
    0.8
 31 March 2008,
 Germany
 31 March 2008.
   Vodafone Group Plc 33




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##### Table of Contents



Italy
   Spain
   UK
 Other Europe
   (1)
 Africa andCentralVodacom
    
    
    Other(2)
    
    
    Europe
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    Organic(2)Year ended 31 March 2008Revenue
    
    
    1,609
    
    
    
    3,337
    
    
    
    4,946
    
    
    
    20.8
    
    
    
    13.6Service revenue
    
    
    1,398
    
    
    
    3,219
    
    
    
    4,617
    
    
    
    21.0
    
    
    
    13.2Adjusted EBITDA
    
    
    586
    
    
    
    1,083
    
    
    
    1,669
    
    
    
    17.1
    
    
    
    15.6Adjusted operating profit
    
    
    365
    
    
    
    387
    
    
    
    752
    
    
    
    33.1
    
    
    
    18.0Adjusted EBITDA margin
    
    
    36.4
    %
    
    
    32.5
    %
    
    
    33.7
    %Year ended 31 March 2007Revenue
    
    
    1,478
    
    
    
    2,616
    
    
    
    4,094Service revenue
    
    
    1,287
    
    
    
    2,528
    
    
    
    3,815Adjusted EBITDA
    
    
    532
    
    
    
    893
    
    
    
    1,425Adjusted operating profit
    
    
    327
    
    
    
    238
    
    
    
    565Adjusted EBITDA margin
    
    
    36.0
    %
    
    
    34.1
    %
    
    
    34.8
    %
 Notes:(1)
    
    The Group revised its segment structure during the year. See note 3 to
the consolidated financial statements.(2)
    
    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.
   34 Vodafone Group Plc




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##### Table of Contents



Performance
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %RevenueAfrica and Central Europe
    
    
    13.6
    
    
    
    6.0
    
    
    
    1.2
    
    
    
    20.8Service revenueVodacom
    
    
    16.5
    
    
    
    
    
    
    
    (7.9
    )
    
    
    8.6Other
    
    
    11.2
    
    
    
    9.5
    
    
    
    6.6
    
    
    
    27.3Africa and Central Europe
    
    
    13.2
    
    
    
    6.2
    
    
    
    1.6
    
    
    
    21.0Adjusted EBITDAVodacom
    
    
    18.3
    
    
    
    
    
    
    
    (7.9
    )
    
    
    10.4Other
    
    
    13.9
    
    
    
    3.6
    
    
    
    3.6
    
    
    
    21.1Africa and Central Europe
    
    
    15.6
    
    
    
    2.1
    
    
    
    (0.6
    )
    
    
    17.1Adjusted operating profitVodacom
    
    
    19.1
    
    
    
    
    
    
    
    (7.5
    )
    
    
    11.6Other
    
    
    17.0
    
    
    
    52.7
    
    
    
    (7.1
    )
    
    
    62.6Africa and Central Europe
    
    
    18.0
    
    
    
    22.6
    
    
    
    (7.5
    )
    
    
    33.1
  Vodacom
   Other Africa and Central Europe
 (1)
 Asia Pacificand MiddleIndia
    
    
    Other
    
    
    East
    
    
    % change£m
    
    
    £m
    
    
    £m
    
    
    £
    
    
    OrganicYear ended 31 March 2008Revenue
    
    
    1,822
    
    
    
    2,577
    
    
    
    4,399
    
    
    
    87.4
    
    
    
    15.9Service revenue
    
    
    1,753
    
    
    
    2,348
    
    
    
    4,101
    
    
    
    90.4
    
    
    
    16.2Adjusted EBITDA
    
    
    598
    
    
    
    878
    
    
    
    1,476
    
    
    
    78.7
    
    
    
    14.3Adjusted operating profit
    
    
    35
    
    
    
    495
    
    
    
    530
    
    
    
    12.3
    
    
    
    8.1Adjusted EBITDA margin
    
    
    32.8
    %
    
    
    34.1
    %
    
    
    33.6
    %Year ended 31 March 2007Revenue
    
    
    
    
    
    
    2,347
    
    
    
    2,347Service revenue
    
    
    
    
    
    
    2,154
    
    
    
    2,154Adjusted EBITDA
    
    
    
    
    
    
    826
    
    
    
    826Adjusted operating profit
    
    
    
    
    
    
    472
    
    
    
    472Adjusted EBITDA margin
    
    
    
    
    
    
    35.2
    %
    
    
    35.2
    %
 Note:(1)
    
    The Group revised its segment structure during the year. See note 3 to
the consolidated financial statements.
     31 March 2008,
   Vodafone Group Plc 35




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##### Table of Contents



Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %RevenueAsia Pacific and Middle East
    
    
    15.9
    
    
    
    81.9
    
    
    
    (10.4
    )
    
    
    87.4Service revenueIndia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    16.2
    
    
    
    
    
    
    
    (7.2
    )
    
    
    9.0Asia Pacific and Middle East
    
    
    16.2
    
    
    
    86.6
    
    
    
    (12.4
    )
    
    
    90.4Adjusted EBITDAIndia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    14.3
    
    
    
    
    
    
    
    (8.1
    )
    
    
    6.2Asia Pacific and Middle East
    
    
    14.3
    
    
    
    77.6
    
    
    
    (13.2
    )
    
    
    78.7Adjusted operating profitIndia
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    8.1
    
    
    
    
    
    
    
    (3.4
    )
    
    
    4.7Asia Pacific and Middle East
    
    
    8.1
    
    
    
    7.6
    
    
    
    (3.4
    )
    
    
    12.3
 India
   Other Asia Pacific and Middle East
 2008
    
    
    2007
    
    
    % change£m
    
    
    £m
    
    
    £
    
    
    $Revenue
    
    
    10,144
    
    
    
    9,387
    
    
    
    8.1
    
    
    
    14.5Service revenue
    
    
    9,246
    
    
    
    8,507
    
    
    
    8.7
    
    
    
    15.2Adjusted EBITDA
    
    
    3,930
    
    
    
    3,614
    
    
    
    8.7
    
    
    
    15.3Interest
    
    
    (102
    )
    
    
    (179
    )
    
    
    (43.0
    )Tax(1)
    
    
    (166
    )
    
    
    (125
    )
    
    
    32.8Minority interest
    
    
    (56
    )
    
    
    (61
    )
    
    
    (8.2
    )Groups share of result in
Verizon Wireless
    
    
    2,447
    
    
    
    2,077
    
    
    
    17.8
    
    
    
    24.8
 Note:(1)
    
    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.
   36 Vodafone Group Plc




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##### Table of Contents



Outlook
    
    Performance
  Adjustedoperating
    
    
    Freeprofit
    
    
    cash flow(1)£bn
    
    
    £bn2009 performance
    
    
    11.8
    
    
    
    5.7
    (1)2010 outlook(2)(3)
    
    11.0 to 11.8
    
    6.0 to 6.5
 Notes:(1)
    
    Excludes spectrum and licence payments but includes payments in respect
of long standing tax issues. The amount for the 2009 financial year is
stated after £0.3 billion of tax payments, including associated interest,
in respect of a number of long standing tax issues.(2)
    
    Includes assumptions of average foreign exchange rates for the 2010
financial year of approximately £1:1.12 (2009: 1.20) and £1:US$1.50
(2009: 1.72). A substantial majority of the Groups adjusted operating
profit and free cash flow is denominated in currencies other than sterling,
the Groups reporting currency. A 1% change in the euro to sterling
exchange rate would impact adjusted operating profit by approximately £70
million.(3)
    
    The outlook does not include the impact of reorganisation costs arising
from the Alltel acquisition by Verizon Wireless but includes the impact of
the Groups acquisition of a further 15.0% stake in Vodacom and the
consolidation of that entity from 18 May 2009.
 Adjusted
    
    
    Capitalisedoperating
    
    
    fixed asset
    
    
    FreeRevenue
    
    
    profit
    
    
    additions
    
    
    cash flow(1)£bn
    
    
    £bn
    
    
    £bn
    
    
    £bnOutlook
 May 2008(2)
    
    
    39.8 to 40.7
    
    
    
    11.0 to 11.5
    
    
    
    5.3 to 5.8
    
    
    
    5.1 to 5.6Operational
    
    
    (1.0
    )
    
    
    (0.4
    )
    
    
    (0.2
    )
    
    
    0.1Acquisitions
    
    
    0.2
    
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )Foreign exchange
    
    
    0.3
    
    
    
    0.4
    
    
    
    
    
    
    
    0.1Outlook
 November 2008(3)
    
    
    38.8 to 39.7
    
    
    
    11.0 to 11.5
    
    
    
    5.2 to 5.7
    
    
    
    5.2 to 5.7Foreign exchange
    
    
    1.8
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    0.3Outlook
 February 2009(4)
    
    
    40.6 to 41.5
    
    
    
    11.5 to 12.0
    
    
    
    5.5 to 6.0
    
    
    
    5.5 to 6.02009 performance
    
    
    41.0
    
    
    
    11.8
    
    
    
    5.9
    
    
    
    5.7
 Notes:(1)
    
    Before licence and spectrum payments.(2)
    
    The Groups outlook from May 2008 reflected expectations for average
foreign exchange rates for the 2009 financial year of approximately
£1:1.30 and £1:US$1.96.(3)
    
    The Groups outlook, as updated in November 2008, reflected the impact of the Groups
acquisition of stakes in Ghana, Qatar and Poland and by SFR of Neuf Cegetel and updated
expectations for average foreign exchange rates for the 2009 financial year of approximately
£1:1.26 and £1:US$1.80.(4)
    
    The Groups outlook, as updated in February 2009, reflected updated
expectations for average foreign exchange rates for the 2009 financial year of approximately
£1:1.20 and £1:US$1.72.
   Vodafone Group Plc 37




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##### Table of Contents



Adverse macro economic conditions in the markets in
which the Group operates could impact the Groups
results of operations.
  The continued volatility of worldwide financial markets
may make it more difficult for the Group to raise
capital externally, which could have a negative impact
on the Groups access to finance.
  Regulatory decisions and changes in the regulatory
environment could adversely affect the Groups
business.
  Increased competition may reduce market share and revenue.
 Delays in the development of handsets and network
compatibility and components may hinder the
deployment of new technologies.
  The Group may experience a decline in revenue or
profitability notwithstanding its efforts to
increase revenue from the introduction of new
services.
  Expected benefits from 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
  The Groups geographic expansion may increase exposure
to unpredictable economic, political and legal risks.
  Expected benefits from acquisitions may not be realised.
  The Companys strategic objectives may be impeded by the
fact that it does not have a controlling interest in
some of its ventures.
  Expected benefits from investment in networks,
licences and new technology may not be realised.
   The Groups business and its 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.
 The Groups 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



2009
    
    
    2008£m
    
    
    £mNon-current assetsIntangible assets
    
    
    74,938
    
    
    
    70,331Property, plant and equipment
    
    
    19,250
    
    
    
    16,735Investments in associated undertakings
    
    
    34,715
    
    
    
    22,545Other non-current assets
    
    
    10,767
    
    
    
    8,935139,670
    
    
    
    118,546Current assets
    
    
    13,029
    
    
    
    8,724Total assets
    
    
    152,699
    
    
    
    127,270Total equity shareholders funds
    
    
    86,162
    
    
    
    78,043Total minority interests
    
    
    (1,385
    )
    
    
    (1,572
    )Total equity
    
    
    84,777
    
    
    
    76,471LiabilitiesBorrowingsLong term
    
    
    31,749
    
    
    
    22,662Short term
    
    
    9,624
    
    
    
    4,532Taxation liabilitiesDeferred tax liabilities
    
    
    6,642
    
    
    
    5,109Current taxation liabilities
    
    
    4,552
    
    
    
    5,123Other non-current liabilities
    
    
    1,584
    
    
    
    1,055Other current liabilities
    
    
    13,771
    
    
    
    12,318Total liabilities
    
    
    67,922
    
    
    
    50,799Total equity and liabilities
    
    
    152,699
    
    
    
    127,270
  Intangible assets
  Property, plant and equipment
  Investments in associated undertakings
  Other non-current assets
 Payments due by period £m1-3
    
    
    3-5Contractual obligations(1)
    
    Total
    
    
    <1 year
    
    
    years
    
    
    years
    
    
    >5 yearsBorrowings(2)
    
    
    49,130
    
    
    
    10,809
    
    
    
    12,509
    
    
    
    7,594
    
    
    
    18,218Operating lease
commitments(3)
    
    
    5,616
    
    
    
    1,041
    
    
    
    1,451
    
    
    
    989
    
    
    
    2,135Capital
commitments(3)(4)
    
    
    2,107
    
    
    
    1,874
    
    
    
    153
    
    
    
    69
    
    
    
    11Purchase
commitments
    
    
    2,518
    
    
    
    1,616
    
    
    
    524
    
    
    
    283
    
    
    
    95Total contractual
cash obligations(1)
    
    
    59,371
    
    
    
    15,340
    
    
    
    14,637
    
    
    
    8,935
    
    
    
    20,459
 Notes:(1)
    
    The above table of contractual obligations excludes
commitments in respect of options over interests in
Group businesses held by minority shareholders (see
Option agreements and similar arrangements) and
obligations to pay dividends to minority shareholders
(see Dividends from associated undertakings and to
minority 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 26 to the consolidated financial
statements, respectively.(2)
    
    See note 25 to the
consolidated financial
statements.(3)
    
    See note 32 to the
consolidated financial
statements.(4)
    
    Primarily related to network
infrastructure.
   Pence per ordinary shareYear ended 31 March
    
    Interim
    
    
    Final
    
    
    Total2005
    
    
    1.91
    
    
    
    2.16
    
    
    
    4.072006
    
    
    2.20
    
    
    
    3.87
    
    
    
    6.072007
    
    
    2.35
    
    
    
    4.41
    
    
    
    6.762008
    
    
    2.49
    
    
    
    5.02
    
    
    
    7.512009
    
    
    2.57
    
    
    
    5.20
    (1)
    
    
    7.77
 Note:(1)
    
    The final dividend for the year ended 31 March 2009
was proposed on 19 May 2009 and is payable on 7 August
2009 to holders of record as of 5 June 2009. For
American Depositary Share (ADS) holders, the dividend
will be payable in US dollars under the terms of the ADS
depositary agreement.
   40 Vodafone Group Plc




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##### Table of Contents



Performance
  
 2009
    
    
    2008£m
    
    
    £m
    
    
    %Cash generated by operations
    
    
    14,634
    
    
    
    13,289
    
    
    
    10.1Purchase of intangible fixed assets
    
    
    (1,764
    )
    
    
    (846
    )Purchase of property, plant and equipment
    
    
    (5,204
    )
    
    
    (3,852
    )Disposal of property, plant and equipment
    
    
    317
    
    
    
    39Operating free cash flow
    
    
    7,983
    
    
    
    8,630
    
    
    
    (7.5
    )Taxation
    
    
    (2,421
    )
    
    
    (2,815
    )Dividends from associated
undertakings and investments(1)
    
    
    755
    
    
    
    945Dividends paid to minority shareholders
in subsidiary undertakings
    
    
    (162
    )
    
    
    (113
    )Interest received
    
    
    302
    
    
    
    438Interest paid
    
    
    (1,470
    )
    
    
    (1,545
    )Free cash flow
    
    
    4,987
    
    
    
    5,540
    
    
    
    (10.0
    )Licence and spectrum payments(2)
    
    
    735
    
    
    
    40Free cash flow before
licence and spectrum payments
    
    
    5,722
    
    
    
    5,580
    
    
    
    2.5Acquisitions and disposals(3)
    
    
    (1,330
    )
    
    
    (6,541
    )Amounts received from minority
shareholders(4)
    
    
    618
    
    
    
    Put options over minority interests
    
    
    (4
    )
    
    
    (2,521
    )Equity dividends paid
    
    
    (4,013
    )
    
    
    (3,658
    )Purchase of treasury shares
    
    
    (963
    )
    
    
    Foreign exchange and other
    
    
    (8,371
    )
    
    
    (2,918
    )Net debt increase
    
    
    (9,076
    )
    
    
    (10,098
    )Opening net debt
    
    
    (25,147
    )
    
    
    (15,049
    )Closing net debt
    
    
    (34,223
    )
    
    
    (25,147
    )
    
    
    36.1
 Notes:(1)
    
    Year ended 31 March 2009 includes £303 million (2008: £450 million) from the Groups interest
in SFR and £333 million (2008: £414 million) from the Groups interest in Verizon Wireless.(2)
    
    Year ended 31 March 2009 includes £647 million in relation to Vodafone Qatar.(3)
    
    Year ended 31 March 2009 includes net cash and cash
equivalents paid of £1,240 million (2008: £5,268
million) and assumed debt of £78 million (2008: £1,273
million), excluding liabilities related to put options
over minority interests which are shown
separately. It 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 2009 includes £591 million in relation to Vodafone Qatar.
 Dividends from associated undertakings and to minority shareholders
   Vodafone Group Plc 41




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##### Table of Contents



  
  Acquisitions and disposals
 (1)
 £mArcor (26.4%)(2)
    
    
    366Ghana Telecommunications (70.0%)
    
    
    486Polkomtel (4.8%)
    
    
    171Gateway Communications (50%)(3)
    
    
    185Other net acquisitions and disposals, including investments
    
    
    32Total
    
    
    1,240
 Notes:(1)
    
    Amounts are shown net of cash and cash equivalents acquired or disposed.(2)
    
    This acquisition has been accounted for as a
transaction between shareholders. Accordingly, the
difference between the cash consideration paid and the
carrying value of net assets attributable to minority
interests has been accounted for as a charge to retained
losses.(3)
    
    Acquisition undertaken by Vodacom, which at 31 March 2009 was 50% owned by the Group.
 
  
  Treasury shares
   MaximumTotal number
    
    
    value ofAverage price
    
    
    of shares
    
    
    shares thatTotal
    
    
    paid per share
    
    
    purchased
    
    
    may yet benumber of
    
    
    inclusive of
    
    
    under share
    
    
    purchasedshares
    
    
    transaction
    
    
    repurchase
    
    
    under thepurchased
    
    
    costs
    
    
    programme(1)
    
    
    programme(1)Date of share purchase
    
    000
    
    
    Pence
    
    
    000
    
    
    £mJuly 2008
    
    
    161,364
    
    
    
    133.16
    
    
    
    161,364
    
    
    
    785August 2008
    
    
    265,170
    
    
    
    138.78
    
    
    
    426,534
    
    
    
    417September 2008
    
    
    309,566
    
    
    
    134.71
    
    
    
    736,100
    
    
    
    Total
    
    
    736,100
    
    
    
    135.84
    
    
    
    736,100
    
    
    
    
 Note:(1)
    
    No shares were purchased outside of the publicly announced share purchase programmes.
  NumberMillion
    
    
    £m1 April 2008
    
    
    5,133
    
    
    
    7,856Reissue of shares
    
    
    (43
    )
    
    
    (59
    )Purchase of shares
    
    
    736
    
    
    
    1,000Cancelled shares
    
    
    (500
    )
    
    
    (755
    )Other receipts
    
    
    (4
    )
    
    
    (6
    )31 March 2009
    
    
    5,322
    
    
    
    8,036
   42 Vodafone Group Plc




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##### Table of Contents



Performance
  Net debt
  2009
    
    
    2008£m
    
    
    £mCash and cash equivalents (as presented in the
consolidated balance sheet)
    
    
    4,878
    
    
    
    1,699Short term borrowings:Bonds
    
    
    (5,025
    )
    
    
    (1,930
    )Commercial paper(1)
    
    
    (2,659
    )
    
    
    (1,443
    )Bank loans
    
    
    (893
    )
    
    
    (806
    )Other short term borrowings(2)
    
    
    (1,047
    )
    
    
    (353
    )(9,624
    )
    
    
    (4,532
    )Long term borrowings:Put options over minority interest
    
    
    (3,606
    )
    
    
    (2,625
    )Bonds, loans and other long term borrowings(3)
    
    
    (28,143
    )
    
    
    (20,037
    )(31,749
    )
    
    
    (22,662
    )Trade and other receivables(4)
    
    
    2,707
    
    
    
    892Trade and other payables(4)
    
    
    (435
    )
    
    
    (544
    )Net debt
    
    
    (34,223
    )
    
    
    (25,147
    )
 Notes:(1)
    
    At 31 March 2009, US$1,412 million was drawn under
the US commercial paper programme and amounts of 1,340
million, £357 million and US$108 million were drawn
under the euro commercial paper programme.(2)
    
    At 31 March 2009, amount includes £691 million in relation to collateral support agreements.(3)
    
    At 31 March 2009, £5,159 million related to drawn facilities, including £1,821 million for a
JPY term loan and £1,930 million for loans within the Indian corporate structure.(4)
    
    Represents mark-to-market adjustments on derivative
financial instruments which are included as a component
of trade and other receivables and trade and other
payables.
 Credit ratings
  Rating Agency
    
    Rating date
    
    Type of debt
    
    Rating
    
    
    OutlookStandard & Poors
    
    30 May 2006
    
    Short term
    
    
    A-2
    
    
    Stable30 May 2006
    
    Long term
    
    
    A-
    
    
    StableMoodys
    
    30 May 2006
    
    Short term
    
    
    P-2
    
    
    Stable16 May 2007
    
    Long term
    
    

    Baa1
    

    
    StableFitch Ratings
    
    30 May 2006
    
    Short term
    
    
    F2
    
    
    Negative30 May 2006
    
    Long term
    
    
    A-
    
    
    Negative
  Commercial paper programmes
  
 Bonds
  
  Nominal
    
    
    Sterlingamount
    
    
    equivalentDate of bond issue
    
    Maturity of bond

    
    Million
    
    
    MillionApril 2008
    
    April 2015
    
    JPY

    3,000
    

    
    
    21May 2008
    
    November 2012
    
    
    250
    
    
    
    231June 2008
    
    June 2013
    
    CZK
    534
    
    
    
    18June 2008
    
    June 2010
    
    
    1,250
    
    
    
    1,157Oct/Nov 2008(1)
    
    Sept to Nov 2009
    
    
    250
    
    
    
    232November 2008
    
    November 2018
    
    
    £450
    
    
    
    450December 2008
    
    December 2028
    
    
    186
    
    
    
    172December 2008
    
    December 2013
    
    
    1,000
    
    
    
    925December 2008
    
    September 2014
    
    
    £100
    
    
    
    100January 2009
    
    September 2014
    
    
    £100
    
    
    
    100January 2009
    
    January 2016
    
    
    1,250
    
    
    
    1,157February 2009
    
    September 2014
    
    
    £325
    
    
    
    325
 Note:(1)
    
    Multiple bonds issued at various dates. 
   Vodafone Group Plc 43




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##### Table of Contents



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 the Groups
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 the Groups
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 the
Groups 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 a converged fixed
mobile broadband telecommunications 
network in Italy.
     
  
 Potential cash outflows
     Form 20-F.
   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 Vodafones business practices are implemented responsibly across the Group, underpinned
by Vodafones values and 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




    
    In the 2009 financial year, 10.7 million Vodafone
branded handsets were sold in 29 markets.
Approximately 70% of these handsets cost less than
US$50.
    
    The Vodafone Money Transfer service is now live in
three markets, Kenya, Tanzania and Afghanistan,
with over six million subscribers using it to do
simple financial transactions. This includes
person-to-person money transfer, salary
disbursement and bill payment. Vodafone has created
a dedicated business unit to progress the extension
of these services to additional markets and new
partners.
 Accessibility
     Responsible delivery of content and services
  
    
    Vodafone has incorporated the Safer Social
Networking Principles for the EU, published in
February 2009, into its own best practice
guidelines for social networking and other user
interactive services.
    
    Together with other industry partners, the Group
was instrumental in developing the teach today
website (www.teachtoday.eu), providing advice for
teachers and students to help create a safer online
environment for children and young people. Vodafone
has also developed a dedicated website for parents,
covering all aspects of todays technology,
including mobile phones, to help them prevent its
misuse.
    
    All of Vodafones operating companies within the
EU have signed up to national codes of conduct and
are implementing the EU safer mobile framework at
national level.
 Consumer privacy and freedom of expression
 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
 
    
    65 strategic global suppliers have been assessed
using the Groups supplier evaluation scorecard in
which CR accounts for 10% of the total. The
scorecard evaluates the suppliers CR management
systems, public reporting and approach to managing
their suppliers. Over the last three years, a total
of 535 suppliers have been evaluated using the
scorecard.
    
    18 site evaluations of high risk suppliers have been completed.
    
    82% of local strategic and preferred suppliers,
excluding India, responded to a request for more
information on the policies and programmes they
have in place to meet the requirements of
Vodafones code of ethical purchasing.
   (1)
 KPI
    
    2009
    
    
    2008(2)
    
    
    2007(3)Vodafone Group excluding operations in IndiaEnergy use (GWh) (direct and indirect)
    
    
    3,124
    
    
    
    2,996
    
    
    
    2,690Carbon dioxide emissions (millions of tonnes)
    
    
    1.31
    
    
    
    1.37
    (4)
    
    
    1.18
    (4)Percentage of energy sourced from renewables
    
    
    19
    
    
    
    18
    
    
    
    17Estimate for operations in India(4)Energy use (GWh) (direct and indirect)(5)
    
    
    2,049
    
    
    
    
    
    
    
    Carbon dioxide emissions (millions of tonnes)(5)
    
    
    1.90
    
    
    
    
    
    
    
    Number of phones collected for reuse and recycling (millions)
    
    
    1.82
    
    
    
    1.33
    
    
    
    1.03Network equipment waste generated excluding operations in India (tonnes)
    
    
    4,860
    
    
    
    4,287
    (4)
    
    
    9,960Percentage of network equipment waste sent for reuse or recycling
excluding operations in India
    
    
    97
    
    
    
    96
    
    
    
    97
 Notes:(1)
    
    These performance indicators were calculated using actual or estimated data collected by the
Groups 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 Groups joint venture in Italy is included in all years.(2)
    
    The data for the 2008 financial year excludes operations in India and Tele2 in Italy and Spain.(3)
    
    The data for the 2007 financial year excludes the newly acquired operations in Turkey
and the operations in Japan that were sold during the 2007 financial year.(4)
    
    Amounts related to the 2007 and 2008 financial years have been amended. Refer to the
online CR report for further information.(5)
    
    The data includes the network sites managed by Vodafone and the network sites managed by
Vodafones joint venture, Indus Towers. Vodafone Group Plc 47




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##### Table of Contents



Board of directors and Group management
 (PHOTO OF SIR JOHN BOND)
    
    (PHOTO OF VITTORIO COLAO)
    
    (PHOTO OF ANDY HALFORD)(PHOTO OF JOHN BUCHANAN)
    
    (PHOTO OF ALAN JEBSON)
    
    (PHOTO OF NICK LAND)
  Chairman
 1. Sir John Bond 
 Executive directors
 2. Vittorio Colao
 3. Andy Halford
 Deputy Chairman and senior independent director
 4. John Buchanan §
 Non-executive directors
 5. Alan Jebson §
 6. Nick Land §
   48 Vodafone Group Plc




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##### Table of Contents



Governance
 (PHOTO OF ANNE LAUVERGEON)
    
    (PHOTO OF SIMON MURRAY CBE)
    
    (PHOTO OF LUC VANDEVELDE)(PHOTO OF ANTHONY WATSON CBE)
    
    (PHOTO OF PHILIP YEA)
  7. Anne Lauvergeon §
 8. Simon Murray CBE 
 9. Luc Vandevelde 
 10. Anthony Watson CBE 
 11. Philip Yea 
   
 §
    
    Audit Committee
    
    Nominations and Governance Committee
    
    Remuneration Committee Vodafone Group Plc 49




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##### Table of Contents



Appointed since 31 March 2009
 1. Samuel Jonah
 2. Michel Combes
 3. Steve Pusey
   Senior management
  Warren Finegold
 Matthew Kirk
 Terry Kramer
 Morten Lundal
 Nick Read
 Frank Rovekamp
 Ronald Schellekens
 Stephen Scott
  Arun
Sarin Dr Michael Boskin Paul Donovan Simon Lewis Professor Jürgen
Schrempp
   50 Vodafone Group Plc




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##### Table of Contents



Corporate governance
    
    Governance
   
    
    has final responsibility for the management, direction and performance of the Group and its
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 the Groups system of corporate
governance.
  
    
    Group strategy;
    
    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
    
    
    4
    
    
    
    9/9John Buchanan
    
    
    6
    
    
    
    7/9Vittorio Colao
    
    
    2
    
    
    
    9/9Andy Halford
    
    
    3
    
    
    
    9/9Alan Jebson
    
    
    2
    
    
    
    9/9Nick Land
    
    
    2
    
    
    
    8/9Anne Lauvergeon
    
    
    3
    
    
    
    8/9Simon Murray
    
    
    2
    
    
    
    8/9Luc Vandevelde
    
    
    5
    
    
    
    9/9Anthony Watson
    
    
    3
    
    
    
    9/9Philip Yea
    
    
    3
    
    
    
    8/9Arun Sarin (until 29 July 2008)
    
    
    
    
    
    
    3/3Dr Michael Boskin (until 29 July 2008)
    
    
    
    
    
    
    3/3Professor Jürgen Schrempp (until 29 July 2008)
    
    
    
    
    
    
    2/3
   Vodafone Group Plc 51




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##### Table of Contents




    
    bringing a wide range of skills and experience to the Group, 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 of the Group; 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 of the Company;
    
    briefings and
presentations from relevant executives; and
    
    opportunities to visit business operations.
      
    
    sending a questionnaire to each Board member for completion;
    
    undertaking individual meetings with each Board member on Board performance; and
    
    producing a report on Board performance, using the completed questionnaire and notes from the
individual meetings, which is 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
    
    
    3/4Alan Jebson
    
    
    4/4Nick Land, Chairman
    
    
    4/4Anne Lauvergeon
    
    
    4/4Dr Michael Boskin, Chairman (until 29 July 2008)
    
    
    1/1
 
    
    overseeing the relationship with the external auditors;
    
    reviewing the Companys preliminary results announcement, half-year results and annual financial
statements;
    
    monitoring compliance with statutory and listing requirements for any exchange on which the
Companys shares and debt instruments are quoted;
    
    reviewing the scope, extent and effectiveness of the activity of the Group internal audit
department;
    
    engaging independent advisers as it determines is necessary and to perform investigations;
    
    reporting to the Board on the quality and acceptability of the Companys accounting policies and
practices including, without limitation, critical accounting policies and practices; and
    
    playing an active role in monitoring the Companys 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
    
    
    3/3Arun Sarin (until 29 July 2008)
    
    
    1/1Professor Jürgen Schrempp (until 29 July 2008)
    
    
    1/1
  
    
    leads the process for identifying and making recommendations to the Board of candidates for
appointment as directors of the Company, 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.
   Vodafone Group Plc 53




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##### Table of Contents



Meetings attendedLuc Vandevelde, Chairman
    
    
    5/5Simon Murray
    
    
    4/5Anthony Watson
    
    
    5/5Philip Yea
    
    
    4/5Professor Jürgen Schrempp (until 29 July 2008)
    
    
    0/1
  
    
    determining, on behalf of the Board, the Companys policy on the remuneration of the Chairman,
the executive directors and the senior management team of the Company;
    
    determining the total remuneration packages for these individuals, including any compensation on
termination of office; and
    
    appointing any consultants in respect of executive directors remuneration.
         
    
    assists the Chairman in ensuring that all directors have full and timely access to all relevant
information;
    
    is responsible for ensuring that the correct Board procedures are followed and advises the Board
on corporate governance matters; and
    
    administers the procedure under which directors can, where appropriate, obtain independent
professional advice at the Companys expense.
    
    
    formal presentations of full year and half-year results and interim management statements;
 
    
    briefing meetings with major institutional shareholders in the UK, the US and in Continental
Europe after the half-year results and preliminary announcement, to ensure that the investor
community receives a balanced and complete view of the Groups performance and the issues faced by
the Group;
    
    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 the Companys Investor Relations
team; and
    
    a section dedicated to shareholders on the Companys website, www.vodafone.com/shareholder.
   54 Vodafone Group Plc




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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.
 
    
    NYSE rules require that a majority of the Board must be comprised of independent directors
and the rules include detailed tests 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.
   Vodafone Group Plc 55




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##### Table of Contents




    
    NYSE rules require US companies to have a nominating and corporate governance committee and a
compensation committee, each composed entirely of independent directors with a written charter
that addresses the committees purpose and responsibilities.
    
    The Companys Nominations and Governance Committee and Remuneration Committee have terms of
reference and composition that comply with the Combined Code 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.
    
    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 Securities
Exchange Act.
 
    
    Under NYSE rules, US companies must adopt and disclose corporate governance guidelines.
    
    Vodafone has posted its statement of compliance with the Combined Code on its website at
www.vodafone.com/governance. The Company has also adopted a group governance and policy manual
which provides the first level of the framework within which its businesses operate. The
manual applies to all directors and employees.
    
    The Company considers that its corporate governance guidelines are generally responsive to,
but may not address all aspects of, the relevant NYSE rules.
    Nick Land
 56 Vodafone Group Plc




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##### Table of Contents



Directors remuneration
    
    Governance
  Luc Vandevelde
   Page 57 
    
    The Remuneration CommitteePage 58 
    
    Overview of remuneration philosophyPage 59 
    
    The remuneration packagePage 61 
    
    Awards made to executive directors during the 2009 financial yearPage 61 
    
    Amounts executive directors will actually receive in the 2010 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
2009Page 67 
    
    Beneficial interests
 Chairman
    
    Luc VandeveldeCommittee members
    
    Simon MurrayProfessor Jürgen Schrempp (until29 July 2008)Anthony WatsonPhilip YeaManagement attendeesChief Executive
    
    Vittorio Colao (from 29 July 2008)Arun Sarin (until 29 July 2008)Group HR Director
    
    Ronald Schellekens (from 1 January 2009)Terry Kramer (until 1 January 2009)Group Reward Director
    
    Tristram Roberts
   Vodafone Group Plc 57




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##### Table of Contents



Link to business strategy
 
    
    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 customer
satisfaction.
    
    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 Vodafones 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.
 Changes to plans for the 2010 financial year
  Reward elements
    
    2010 financial yearBase salary
    
    No change to the benchmarking policyAnnual bonus
    
    The previous 10% weighting on total communications revenue is replaced with a 10% increase in the free cash flow weightingLong term incentive plan
    
    No change to the plan designInvestment opportunity
    
    No changes to the level of investment
an individual may make
    Chief Executives overall reward package for the 2010 financial year
  
 Comparison of the ratio of fixed pay to variable pay
   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.
    
       Bonus levels reviewed annually. Mix of
performance measures and the performance
targets also reviewed.Summary of the plan in the 2009 financial year
    
       Annual bonus paid in cash in June each year for performance over the previous financial year.   2009 performance measures:    Three key financial measures: operating profit (25%), service revenue
(25%) and free cash flow (25%);
    
        Target bonus is 100% of base salary earned over
the financial year.    Total communications revenue (10%)  this measure has been used to
promote the new business area set out in the May 2006 strategy; and
    
        Maximum bonus is 200% of base salary earned
and is only paid out for exceptional performance.    Customer delight (15%)  customer satisfaction is a key component
in the Groups success.Changes for the 2010 financial year   Performance measures for the 2010 financial year:    Total communications now embedded in the Groups strategy and no
longer requires particular promotion, therefore it has been removed;    Free cash flow continues to be a key measure for the business and has
an increased weighting;    Split of measures for the 2010 financial year: operating profit (25%),
service revenue (25%), free cash flow (35%) and customer delight (15%); and    These measures relate to the business strategy of capital discipline,
cost
control and pursuing growth opportunities.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 set annually and made in June/July.   No share option awards or deferred bonus awards made in the 2009
financial year and the Remuneration Committee does not foresee using
these arrangements in the immediate future.
    
       The Chief Executives base award will have a
target face value of 137.5% of base salary
(maximum 550%) in July 2009.   Base award has vesting period of three years, subject to a matrix of two
performance measures over this period:
    
       The Chief Financial Officers base award will have
a target face value of 110% of base salary (maximum 440%) in July 2009.    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.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 award made annually in June in line with
the investment made.   Executive directors can co-invest up to two times net base salary.   Matching awards made under the GLTI plan have the same
performance measures as the base award.
    
       Matching award will have a face value equal to
50% of the equivalent multiple of gross basic salary invested.   Matching award used to encourage increased share ownership and
supports the share ownership requirements set out below.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.
    
       Other executive directors are required to hold three times base salary.   Progress towards this requirement reviewed by the Remuneration
Committee before granting long term awards.Other remunerationDefined 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.
    
       Plan closed to new entrants.   The Chief Financial Officer is the only executive
director to receive this benefit.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.
 Note:(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;
    
    Spectrum (licence) costs;
    
    Foreign exchange movements over the performance period; and
    
    Material one-off tax settlements.
  2009
    
    
    2010Vesting
    
    
    
    
    
    
    VestingPerformance
    
    £bn
    
    
    percentage
    
    
    £bn
    
    
    percentageThreshold
    
    
    15.5
    
    
    
    50
    %
    
    
    15.50
    
    
    
    50
    %Target
    
    
    17.5
    
    
    
    100
    %
    
    
    18.00
    
    
    
    100
    %Superior
    
    
    18.5
    
    
    
    150
    %
    
    
    19.25
    
    
    
    150
    %Maximum
    
    
    19.5
    
    
    
    200
    %
    
    
    20.50
    
    
    
    200
    %
  TSR out-performance of a peer group median
  2009 financial year
    
    2010 financial yearBT Group
    
    BT GroupDeutsche Telekom
    
    Deutsche TelekomFrance Telecom
    
    France TelecomTelecom Italia
    
    Telecom ItaliaTelefonica
    
    TelefonicaEmerging market composite(1)
    
    Emerging market composite(1)
 
 Note:(1)
    
    Consists of the average TSR performance of three companies: Bharti, MTN and Turkcell.  2009
    
    
    2010Out-
    
    
    
    
    
    
    Out-performance
    
    
    
    
    
    
    performanceof peer group
    
    
    
    
    
    
    of peer groupmedian
    
    
    Multiplier
    
    
    median
    
    
    MultiplierMedian
    
    
    0.0% p.a.
    
    
    No increase
    
    
    
    0.0% p.a.
    
    
    No increase65th percentile
    
    
    4.5% p.a.
    
    
    1.5 times
    
    
    
    4.5% p.a.
    
    
    1.5 times80th percentile (upper quintile)
    
    
    9.0% p.a.
    
    
    2.0 times
    
    
    
    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 HalfordBase salary
    
    Vittorios base salary was increased from £840,000
to £975,000 when he was promoted to Group Chief
Executive on 29 July 2008.
    
    Andys base salary was increased from £642,000 to £674,100
on 1 July 2008.Annual bonus
    
    The target bonus was £932,452 and the maximum bonus
was £1,864,904.
    
    The target bonus was £666,075 and the maximum bonus
was £1,332,150.Long term incentive plan
    
    In July 2008, the base award for the Chief Executive had
a face value of 137.5% of base salary at target.
    
    In July 2008, the base award for the Chief Financial Officer
had a face value of 110% of base salary at target.Investment opportunity
    
    Vittorio invested the maximum possible into the GLTI plan
(866,086 shares) and therefore received a matching award
with a face value of 100% base salary at target.
    
    Andy invested the maximum possible into the GLTI plan
(565,703 shares) and therefore received a matching award
with a face value of 100% base salary at target.
 Arun Sarin
     Vittorio Colao
    
    
    Andy HalfordBase salaryBase salary set in July 2008 (no base salary increase in July 2009)(1)
    
    £
    975,000
    
    
    £
    674,100GSTIP (Annual bonus)(2)Target (100% of base salary earned over 2009)
    
    £
    932,452
    
    
    £
    666,075Percentage of target achieved for the 2009 financial year
    
    
    94.5
    %
    
    
    97.6
    %Actual bonus payout in June 2009
    
    £
    881,257
    
    
    £
    650,089Deferred share bonusNumber of matching shares awarded in June 2007
    
    
    153,671
    
    
    
    275,820Vesting percentage based on two year cumulative free cash flow
    
    
    100
    %
    
    
    100
    %Matching shares vesting in June 2009
    
    
    153,671
    
    
    
    275,820GLTI share optionsExercise price
    
    
    135.5p
    
    
    
    115.25pGLTI share options awarded in July 2006(3)
    
    
    3,472,975
    
    
    
    3,062,396Vesting percentage based on three year earnings per share (EPS) growth
    
    
    100
    %
    
    
    100
    %GLTI share options vesting in 2009
    
    
    3,472,975
    
    
    
    3,062,396GLTI performance sharesGLTI performance share awarded in July 2006(3)
    
    
    1,073,465
    
    
    
    946,558Vesting percentage based on relative TSR
    
    
    0
    %
    
    
    0
    %GLTI performance shares vesting in 2009
    
    nil
    
    

    nil
 
 Notes:(1)
    
    Michel Combes and Steve Pusey have been appointed as directors with effect from 1 June 2009 and
their base salaries are £740,000 and £500,000 respectively.(2)
    
    More information on key performance
indicators, against which Group performance is measured, can be found in Key performance
indicators on page 24.(3)
    
    Vittorio Colaos 2006 awards were granted after joining in October
2006. 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 months
      Cascade of policy to Executive Committee  2009 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 planThe Remuneration Committee approved a grant of 290 shares to be made on 1 July 2008 to a
significant number of permanent employees. The shares awarded vest after two years.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
   62 Vodafone Group Plc




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##### Table of Contents



Governance
    Incentive
    
    
    Cash inSalary/fees
    
    
    schemes(1)
    
    
    lieu of pension
    
    
    Benefits/other(2)
    
    
    Total2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Chief Executive 
Vittorio Colao
    
    
    932
    
    
    
    830
    
    
    
    881
    
    
    
    1,291
    
    
    
    280
    
    
    
    249
    
    
    
    171
    
    
    
    594
    
    
    
    2,264
    
    
    
    2,964Other executive directors
Andy Halford
    
    
    666
    
    
    
    632
    
    
    
    650
    
    
    
    1,027
    
    
    
    167
    
    
    
    156
    
    
    
    25
    
    
    
    31
    
    
    
    1,508
    
    
    
    1,846Former Chief Executive
Arun Sarin
    
    
    436
    
    
    
    1,310
    
    
    
    434
    
    
    
    2,130
    
    
    
    
    
    
    
    
    
    
    
    553
    
    
    
    155
    
    
    
    1,423
    
    
    
    3,595Total
    
    
    2,034
    
    
    
    2,772
    
    
    
    1,965
    
    
    
    4,448
    
    
    
    447
    
    
    
    405
    
    
    
    749
    
    
    
    780
    
    
    
    5,195
    
    
    
    8,405
 
 Notes:(1)
    
    These figures are the cash payouts from the 2009 financial year Vodafone Group short term
incentive plan applicable to the year ended 31 March 2009. 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 for the financial year ended 31 March 2009.(2)
    
    Includes £500,000 in respect of relocation for Arun Sarin (see page 61). (1)
 2009
    
    
    2008£000
    
    
    £000Salaries and fees
    
    
    3,896
    
    
    
    3,255Incentive schemes(2)
    
    
    2,984
    
    
    
    4,964Cash in lieu of pension
    
    
    399
    
    
    
    279Benefits/other
    
    
    2,949
    
    
    
    1,713Total
    
    
    10,228
    
    
    
    10,211
 
 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 2009, other than executive
directors, and reflects compensation paid from either 1 April 2008 or date of appointment to the
Executive Committee, to 31 March 2009 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 65.      Transfer value
    
    
    EmployerChange in
    
    
    Change in
    
    
    of change in
    
    
    allocation/Change in
    
    
    
    
    
    
    
    
    
    
    transfer value
    
    
    accrued
    
    
    accrued
    
    
    contributionTotal accrued
    
    
    accrued
    
    
    Transfer
    
    
    Transfer
    
    
    over year less
    
    
    benefit in
    
    
    benefit net of
    
    
    to definedbenefit at 31
    
    
    benefit over
    
    
    value at 31
    
    
    value at 31
    
    
    member
    
    
    excess of
    
    
    member
    
    
    contributionMarch 2009(1)
    
    
    the year(1)
    
    
    March 2009(2)
    
    
    March 2008(2)
    
    
    contributions
    
    
    inflation
    
    
    contributions
    
    
    plans(3)£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000Vittorio Colao
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andy Halford
    
    
    24.3
    
    
    
    3.7
    
    
    
    543.6
    
    
    
    316.4
    
    
    
    223.4
    
    
    
    2.6
    
    
    
    55.1
    
    
    
    Arun Sarin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131
 
 Notes:(1)
    
    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 have been calculated on the basis of actuarial advice in accordance with
the Faculty and Institute of Actuaries Guidance Note GN11. 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.(3)
    
    Arun Sarins pension contributions were accrued in an unfunded defined contribution
arrangement. This gives rise to a liability held on the consolidated balance sheet.  Vodafone Group Plc 63




---



##### 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 2007 and
    
    
    of the 2007 and 2008
    
    
    Total interest in DSB1 April 2008
    
    
    2008 financial years
    
    
    financial years(1)(2)
    
    
    at 31 March 2009Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Total value(4)of shares
    
    
    of shares
    
    
    of shares
    
    
    of shares(3)
    
    
    £000Vittorio Colao
    
    
    153,671
    
    
    
    
    
    
    
    
    
    
    
    153,671
    
    
    
    189Andy Halford
    
    
    516,660
    
    
    
    
    
    
    
    (240,840
    )
    
    
    275,820
    
    
    
    339Arun Sarin(5)
    
    
    1,212,278
    
    
    
    (24,708
    )
    
    
    (1,187,570
    )
    
    
    
    
    
    
    Total
    
    
    1,882,609
    
    
    
    (24,708
    )
    
    
    (1,428,410
    )
    
    
    429,491
    
    
    
    528
 
 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 £146,000 for Arun Sarin and £34,000 for Andy
Halford.(2)
    
    Shares granted on 15 June 2006 vested on 15 June 2008. The closing mid-market share prices at
these dates were 116.0 pence and 153.1 pence, respectively. The performance condition on these
awards was a two year cumulative EPS growth of 11% to 15%, which was met in full.(3)
    
    There is one outstanding award in respect of the 2008 financial year, which has a performance
period ended on 31 March 2009. 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.(4)
    
    The total value is calculated using the closing mid-market share price as at 31 March 2009 of
122.75p.(5)
    
    In addition to the award that vested on 15 June 2008 noted in 3, a proportion of Arun Sarins
15 June 2007 grant vested at the point that he retired on 28 February 2009 (a total of 568,266
shares). 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. The award vested
after pro-rating for time and performance. The closing mid-market share price on the award date was
163.2 pence and the equivalent price at the point of vesting was 125.2 pence.  Long term incentives

Performance shares
  Total interest
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Shares vestedin performance
    
    
    
    
    
    
    
    
    
    
    forfeited in
    
    
    in respectshares at
    
    
    
    
    
    respect of awards
    
    
    of awards1 April 2008
    
    
    Shares conditionally
    
    
    for the 2006,
    
    
    for the 2006,or date of
    
    
    awarded during the
    
    
    2007 and 2008
    
    
    2007 and 2008
    
    
    Total interest in performanceappointment
    
    
    
    
    
    
    2009 financial year
    
    
    financial years
    
    
    financial years
    
    
    shares at 31 March 2009Value at dateNumber
    
    
    Number
    
    
    of award(1)
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Total value(4)of shares
    
    
    of shares
    
    
    £000
    
    
    of shares(2)
    
    
    of shares(2)
    
    
    of shares(3)
    
    
    £000Vittorio Colao
    
    
    2,630,874
    
    
    
    7,127,741
    
    
    
    9,262
    
    
    
    
    
    
    
    
    
    
    
    9,758,615
    
    
    
    11,979Andy Halford
    
    
    2,676,838
    
    
    
    4,357,399
    
    
    
    5,662
    
    
    
    (323,985
    )
    
    
    (215,990
    )
    
    
    6,494,262
    
    
    
    7,972Arun Sarin(5)(6)
    
    
    7,291,372
    
    
    
    
    
    
    
    
    
    
    
    (3,381,994
    )
    
    
    (3,909,378
    )
    
    
    
    
    
    
    Total
    
    
    12,599,084
    
    
    
    11,485,140
    
    
    
    14,924
    
    
    
    (3,705,979
    )
    
    
    (4,125,368
    )
    
    
    16,252,877
    
    
    
    19,951
 
 Notes:(1)
    
    The value of awards granted during the year under the Vodafone global incentive plan is based
on the price of the Companys ordinary shares on 28 July 2008 (the date of grant) of 129.95 pence.
These awards have a performance period running from 1 April 2008 to 31 March 2011. The performance
conditions are detailed on page 59. The vesting date will be in July 2011.(2)
    
    Shares granted on 26 July 2005 vested on 26 July 2008. The award was made using the closing
mid-market share price of 145.25 pence on 25 July 2005. The equivalent share price on the vesting
date was 132.9 pence. The performance condition on these awards was a relative total shareholder
return measure against the companies making up the FTSE global telecommunications index at the
start of the performance period. This condition was met in part.(3)
    
    The total interest at 31 March 2009 includes awards over three different performance periods
ending on 31 March 2009, 31 March 2010 and 31 March 2011. The performance conditions ending on 31
March 2009 and 31 March 2010 are in line with those for Arun Sarin set out in footnote 5 below. The
performance condition for the award vesting in July 2009 is detailed on page 60 of this report.(4)
    
    The total value is calculated using the closing mid-market share price as at 31 March 2009 of
122.75p.(5)
    
    In addition to the award that vested on 26 July 2008 noted above, a proportion of Arun Sarins
25 July 2006 and 24 July 2007 grants vested at the point that he retired on 28 February 2009 (a
total of 3,222,530 shares). The performance conditions for these awards were relative total
shareholder return measures against companies from the FTSE global telecommunications index taken
at the start of each performance period. The award vested after pro-rating for time and
performance. The share price used for the July 2006 award was 115.25 pence and for the July 2007
award 167.8 pence.The closing mid-market price at the point of vesting was 125.2 pence.(6)
    
    The shares that vested for Arun Sarin on 28 February 2009 gave rise to a cash payment equal to
the equivalent value of dividends over the vesting period. The cash payment equated to £418,000.  64   Vodafone Group Plc




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##### Table of Contents



Governance
 Share options
   Options
    
    
    Optionsexercised
    
    
    lapsed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Realisedduring the
    
    
    during the
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    gains onAt
    
    
    2009 financial
    
    
    2009 financial
    
    
    held at
    
    
    Option
    
    
    Date from
    
    
    
    
    
    
    optionsGrant
    
    
    1 April 2008
    
    
    year
    
    
    year
    
    
    31 March 2009
    
    
    price
    
    
    which
    
    
    Expiry
    
    
    exerciseddate(1)(2)
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Number
    
    
    Pence(3)
    
    
    exercisable
    
    
    date
    
    
    £000Vittorio ColaoGIP
    
    November 2006
    
    

    
    3,472,975
    
    
    
    
    
    
    
    
    
    
    
    3,472,975
    
    
    
    135.50
    
    
    November 2009
    
    

    November 2016
    
    
    

    GIP
    
    July 2007
    
    

    
    3,003,575
    
    
    
    
    
    
    
    
    
    
    
    3,003,575
    
    
    
    167.80
    
    
    July 2010
    
    

    July 2017
    
    

    
    Total
    
    
    
    
    
    
    6,476,550
    
    
    
    
    
    
    
    
    
    
    
    6,476,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Andy HalfordCSOS
    
    July 1999
    
    
    
    11,500
    
    
    
    
    
    
    
    
    
    
    
    11,500
    
    
    
    255.00
    
    
    July 2002
    
    
    July 2009
    
    
    
    ESOS
    
    July 1999
    
    
    
    114,000
    
    
    
    
    
    
    
    
    
    
    
    114,000
    
    
    
    255.00
    
    
    July 2002
    
    
    July 2009
    
    
    
    CSOS
    
    July 2000
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    282.30
    
    
    July 2003
    
    
    July 2010
    
    
    
    ESOS
    
    July 2000
    
    
    
    66,700
    
    
    
    
    
    
    
    
    
    
    
    66,700
    
    
    
    282.30
    
    
    July 2003
    
    
    July 2010
    
    
    
    LTSIP
    
    July 2001
    
    
    
    152,400
    
    
    
    
    
    
    
    
    
    
    
    152,400
    
    
    
    151.56
    
    
    July 2004
    
    
    July 2011
    
    
    
    LTSIP
    
    July 2002
    
    
    
    94,444
    
    
    
    
    
    
    
    
    
    
    
    94,444
    
    
    
    90.00
    
    
    July 2005
    
    
    July 2012
    
    
    
    LTSIP
    
    July 2003
    
    
    
    233,333
    
    
    
    
    
    
    
    
    
    
    
    233,333
    
    
    
    119.25
    
    
    July 2006
    
    
    July 2013
    
    
    
    LTSIP
    
    July 2004
    
    
    
    226,808
    
    
    
    
    
    
    
    
    
    
    
    226,808
    
    
    
    119.00
    
    
    July 2007
    
    
    July 2014
    
    
    
    LTSIP
    
    July 2005
    
    
    
    1,796,003
    
    
    
    
    
    
    
    (504,677
    )
    
    
    1,291,326
    
    
    
    145.25
    
    
    July 2008
    
    
    July 2015
    
    
    
    GIP
    
    July 2006
    
    
    
    3,062,396
    
    
    
    
    
    
    
    
    
    
    
    3,062,396
    
    
    
    115.25
    
    
    July 2009
    
    
    July 2016
    
    
    
    SAYE
    
    July 2006
    
    
    
    10,202
    
    
    
    
    
    
    
    
    
    
    
    10,202
    
    
    
    91.64
    
    
    September 2009
    
    

    February 2010
    
    

    
    GIP
    
    July 2007
    
    

    
    2,295,589
    
    
    
    
    
    
    
    
    
    
    
    2,295,589
    
    
    
    167.80
    
    
    July 2010
    
    

    July 2017
    
    
    
    Total
    
    
    
    
    
    
    8,063,575
    
    
    
    
    
    
    
    (504,677
    )
    
    
    7,558,898
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Arun Sarin(4)LTSIP
    
    July 2003
    
    
    
    7,379,454
    
    
    
    
    
    
    
    
    
    
    
    7,379,454
    
    
    
    119.25
    
    
    July 2006
    
    
    February 2010
    
    
    SAYE(5)
    
    July 2003
    
    
    
    16,710
    
    
    
    (16,710
    )
    
    
    
    
    
    
    
    
    
    
    95.30
    
    
    September 2008
    
    February 2009
    
    
    8LTSIP
    
    July 2004
    
    
    
    3,536,470
    
    
    
    
    
    
    
    
    
    
    
    3,536,470
    
    
    
    119.00
    
    
    July 2007
    
    
    February 2010
    
    
    LTSIP
    
    July 2005
    
    
    
    5,711,292
    
    
    
    
    
    
    
    (1,604,874
    )
    
    
    4,106,418
    
    
    
    145.25
    
    
    July 2008
    
    
    February 2010
    
    
    GIP
    
    July 2006
    
    
    
    8,115,350
    
    
    
    
    
    
    
    (225,427
    )
    
    
    7,889,923
    
    
    
    115.25
    
    
    March 2009
    
    
    February 2010
    
    
    GIP
    
    July 2007
    
    
    
    5,912,753
    
    
    
    
    
    
    
    (2,135,161
    )
    
    
    3,777,592
    
    
    
    167.80
    
    
    March 2009
    
    
    February 2010
    
    
    Total
    
    
    
    
    
    
    30,672,029
    
    
    
    (16,710
    )
    
    
    (3,965,462
    )
    
    
    26,689,857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
 
 Notes:(1)
    
    The awards granted in July 2005 vested in July 2008. The performance condition on these awards
was a cumulative EPS growth of 8% to 16% over the three year performance period to 31 March 2008. A
proportion of the award vested in line with the level of performance achieved.(2)
    
    The unvested awards granted in July 2006 and July 2007 have performance periods ending on 31
March 2009 and 31 March 2010, respectively. The performance conditions for these awards are three
year EPS growth ranges of 5% to 10% per annum and 5% to 8% per annum respectively.(3)
    
    The closing mid-market share price on 31 March 2009 was 122.75 pence. The highest mid-market
share price during the year was 168.0 pence and the lowest price was 103.0 pence.(4)
    
    Arun Sarins
July 2006 and July 2007 awards vested when he retired on 28 February 2009. The number of share
options vesting was pro-rated for time and performance.(5)
    
    Arun exercised his SAYE options on 1 September 2008. The mid-market closing share price on 29
August 2008 was 141.05 pence. Vodafone Group Plc 65




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##### Table of Contents



Fees payable (£000s)From
    
    
    FromPosition/role
    
    1 April 2008
    
    
    1 April 2009Chairman
    
    
    560
    
    
    No changeDeputy Chairman
    
    
    155
    
    
    No changeNon-executive director
    
    
    110
    
    
    No changeChairmanship of Audit Committee
    
    
    25
    
    
    No changeChairmanship of Remuneration Committee
    
    
    20
    
    
    No changeChairmanship of Nominations and Governance Committee
    
    
    15
    
    
    No change
 Date of
    
    
    Date ofletter of appointment
    
    
    re-electionJohn Buchanan
    
    28 April 2003
    
    
    AGM 2009Alan Jebson
    
    7 November 2006
    
    
    AGM 2009Samuel Jonah
    
    9 March 2009
    
    
    AGM 2009Nick Land
    
    7 November 2006
    
    
    AGM 2009Anne Lauvergeon
    
    20 September 2005
    
    
    AGM 2009Simon Murray
    
    16 May 2007
    
    
    AGM 2009Luc Vandevelde
    
    24 June 2003
    
    
    AGM 2009Anthony Watson
    
    6 February 2006
    
    
    AGM 2009Philip Yea
    
    14 July 2005
    
    
    AGM 2009
   (1)
 Salary/fees
    
    
    Benefits
    
    
    Total2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008£000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000
    
    
    £000ChairmanSir John Bond
    
    
    575
    
    
    
    540
    
    
    
    27
    
    
    
    13
    
    
    
    602
    
    
    
    553Deputy ChairmanJohn Buchanan
    
    
    155
    
    
    
    145
    
    
    
    
    
    
    
    10
    
    
    
    155
    
    
    
    155Non-executive directorsDr Michael Boskin
    
    
    63
    
    
    
    166
    
    
    
    
    
    
    
    12
    
    
    
    63
    
    
    
    178Alan Jebson
    
    
    146
    
    
    
    135
    
    
    
    
    
    
    
    12
    
    
    
    146
    
    
    
    147Nick Land
    
    
    127
    
    
    
    105
    
    
    
    
    
    
    
    10
    
    
    
    127
    
    
    
    115Anne Lauvergeon
    
    
    110
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    105Simon Murray
    
    
    110
    
    
    
    79
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    79Professor Jürgen Schrempp
    
    
    37
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    105Luc Vandevelde
    
    
    130
    
    
    
    125
    
    
    
    
    
    
    
    10
    
    
    
    130
    
    
    
    135Anthony Watson
    
    
    110
    
    
    
    105
    
    
    
    
    
    
    
    8
    
    
    
    110
    
    
    
    113Philip Yea
    
    
    110
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    105Total
    
    
    1,673
    
    
    
    1,715
    
    
    
    27
    
    
    
    75
    
    
    
    1,700
    
    
    
    1,790
 
 Note:(1)
    
    Former Chairman, Lord MacLaurin, received consulting fees of £125,000 during the year, together
with continued benefits valued at £18,500 from his previous arrangements. These arrangements will
end in July 2009. 66 Vodafone Group Plc




---



##### Table of Contents



Governance
   1 April 2008 or18 May 2009
    
    
    31 March 2009
    
    
    date of appointmentSir John Bond
    
    
    237,345
    
    
    
    237,345
    
    
    
    224,926John Buchanan
    
    
    211,055
    
    
    
    211,055
    
    
    
    200,009Vittorio Colao
    
    
    1,046,149
    
    
    
    1,046,149
    
    
    
    180,063Andy Halford
    
    
    1,211,499
    
    
    
    1,211,095
    
    
    
    781,826Alan Jebson
    
    
    75,000
    
    
    
    75,000
    
    
    
    75,000Nick Land
    
    
    35,000
    
    
    
    35,000
    
    
    
    25,000Anne Lauvergeon
    
    
    28,936
    
    
    
    28,936
    
    
    
    27,125Simon Murray
    
    
    157,500
    
    
    
    157,500
    
    
    
    157,500Luc Vandevelde
    
    
    72,500
    
    
    
    72,500
    
    
    
    17,500Anthony Watson
    
    
    115,000
    
    
    
    115,000
    
    
    
    100,000Philip Yea
    
    
    61,250
    
    
    
    61,250
    
    
    
    61,250
  Interests in share options of the Company
      
 Luc Vandevelde
 Vodafone Group Plc 67




---



##### Table of Contents



Directors statement of responsibility
    
    
    69Audit report on internal controls
    
    
    70Critical accounting estimates
    
    
    71Audit report on the consolidated financial statements
    
    
    73Consolidated financial statementsConsolidated income statement for the years ended 31 March
    
    
    74Consolidated statement of recognised income and expense for
the years ended 31 March
    
    
    74Consolidated balance sheet at 31 March
    
    
    75Consolidated cash flow statement for the years ended 31 March
    
    
    76Notes to the consolidated financial statements:1. Basis of preparation
    
    
    772. Significant accounting policies
    
    
    773. Segment analysis
    
    
    824. Operating profit/(loss)
    
    
    845. Investment income and financing costs
    
    
    856. Taxation
    
    
    867. Equity dividends
    
    
    888. Earnings/(loss) per share
    
    
    889. Intangible assets
    
    
    8910. Impairment
    
    
    9011. Property, plant and equipment
    
    
    9312. Principal subsidiary undertakings
    
    
    9413. Investments in joint ventures
    
    
    9514. Investments in associated undertakings
    
    
    9615. Other investments
    
    
    9616. Inventory
    
    
    9717. Trade and other receivables
    
    
    9718. Cash and cash equivalents
    
    
    9819. Called up share capital
    
    
    9820. Share-based payments
    
    
    9921. Transactions with equity shareholders
    
    
    10122. Movements in accumulated other recognised income and expense
    
    
    10123. Movements in retained losses
    
    
    10124. Capital and financial risk management
    
    
    10225. Borrowings
    
    
    10426. Post employment benefits
    
    
    10827. Provisions
    
    
    11028. Trade and other payables
    
    
    11029. Acquisitions
    
    
    11130. Disposals and discontinued operations
    
    
    11231. Reconciliation of net cash flows from operating activities
    
    
    11332. Commitments
    
    
    11433. Contingent liabilities
    
    
    11434. Directors and key management compensation
    
    
    11635. Related party transactions
    
    
    11636. Employees
    
    
    11737. Subsequent events
    
    
    11738. New accounting standards
    
    
    11839. Change in accounting policy
    
    
    119
 Audit report on the Company financial statements
    
    
    120Company financial statements of Vodafone Group Plc
    
    
    121Notes to the Company financial statements:1. Basis of preparation
    
    
    1222. Significant accounting policies
    
    
    1223. Fixed assets
    
    
    1234. Debtors
    
    
    1235. Creditors
    
    
    1246. Share capital
    
    
    1247. Share-based payments
    
    
    1258. Reserves and reconciliation of movements in equity shareholders funds
    
    
    1259. Equity dividends
    
    
    12610. Contingent liabilities
    
    
    126Separate 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




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##### Table of Contents



Directors statement of responsibility
    
    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.
 Stephen Scott
   Vodafone Group Plc 69




---



##### Table of Contents



Deloitte LLP
   70 Vodafone Group Plc




---



##### Table of Contents



Critical accounting estimates
    
    Financials
  
    
    growth in adjusted EBITDA, calculated as adjusted operating profit before depreciation and
amortisation;
    
    timing and quantum of future capital expenditure;
    
    long term growth rates; and
    
    the selection of discount rates to reflect the risks involved.
   
    
    the nominal GDP rates for the country of operation; and
    
    the long term compound annual growth rate in adjusted
EBITDA in years six to ten estimated by management.
  
    
    the nominal GDP rates for the country of operation; and
    
    the compound annual growth rate in adjusted EBITDA in
years nine to ten of the management plan.
 
   Vodafone Group Plc 71




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##### Table of Contents



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




---



##### Table of Contents



Audit report on the consolidated financial statements
    
    Financials
  
 UK opinion
 
    
    the consolidated financial statements give a true and fair view, in accordance with
IFRS as adopted by the European Union, of the state of the Groups affairs as at
31 March 2009 and of its profit for the year then ended;
    
    the consolidated financial statements have been properly prepared in accordance
with the Companies Act 1985 and Article 4 of the IAS Regulation;
    
    the part of the directors remuneration report described as having been audited
has been properly prepared in accordance with the Companies Act 1985; and
    
    the information given in the directors report is consistent with the consolidated
financial statements.
   US opinion
   
 Deloitte LLP
   Vodafone Group Plc 73




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##### Table of Contents



Restated2009
    
    
    2008
    
    
    2007Note
    
    
    £m
    
    
    £m
    
    
    £mRevenue
    
    
    3
    
    
    
    41,017
    
    
    
    35,478
    
    
    
    31,104Cost of sales
    
    
    
    
    
    
    (25,842
    )
    
    
    (21,890
    )
    
    
    (18,725
    )Gross profit
    
    
    
    
    
    
    15,175
    
    
    
    13,588
    
    
    
    12,379Selling and distribution expenses
    
    
    
    
    
    
    (2,738
    )
    
    
    (2,511
    )
    
    
    (2,136
    )Administrative expenses
    
    
    
    
    
    
    (4,771
    )
    
    
    (3,878
    )
    
    
    (3,437
    )Share of result in associated undertakings
    
    
    14
    
    
    
    4,091
    
    
    
    2,876
    
    
    
    2,728Impairment losses
    
    
    10
    
    
    
    (5,900
    )
    
    
    
    
    
    
    (11,600
    )Other income and expense
    
    
    30
    
    
    
    
    
    
    
    (28
    )
    
    
    502Operating profit/(loss)
    
    
    4
    
    
    
    5,857
    
    
    
    10,047
    
    
    
    (1,564
    )Non-operating income and expense
    
    
    30
    
    
    
    (44
    )
    
    
    254
    
    
    
    4Investment income
    
    
    5
    
    
    
    795
    
    
    
    714
    
    
    
    789Financing costs
    
    
    5
    
    
    
    (2,419
    )
    
    
    (2,014
    )
    
    
    (1,612
    )Profit/(loss) before taxation
    
    
    
    
    
    
    4,189
    
    
    
    9,001
    
    
    
    (2,383
    )Income tax expense
    
    
    6
    
    
    
    (1,109
    )
    
    
    (2,245
    )
    
    
    (2,423
    )Profit/(loss) for the financial year from continuing operations
    
    
    
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (4,806
    )Loss for the financial year from discontinued operations
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    (416
    )Profit/(loss) for the financial year
    
    
    
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (5,222
    )Attributable to: Equity shareholders
    
    
    23
    
    
    
    3,078
    
    
    
    6,660
    
    
    
    (5,351
    ) Minority interests
    
    
    
    
    
    
    2
    
    
    
    96
    
    
    
    1293,080
    
    
    
    6,756
    
    
    
    (5,222
    )Basic earnings/(loss) per shareProfit/(loss) from continuing operations
    
    
    8
    
    
    
    5.84p
    
    
    
    12.56p
    
    
    
    (8.94)pLoss from discontinued operations
    
    
    8, 30
    
    
    
    
    
    
    
    
    
    
    
    (0.76)pProfit/(loss) for the financial year
    
    
    8
    
    
    
    5.84p
    
    
    
    12.56p
    
    
    
    (9.70)pDiluted earnings/(loss) per shareProfit/(loss) from continuing operations
    
    
    8
    
    
    
    5.81p
    
    
    
    12.50p
    
    
    
    (8.94)pLoss from discontinued operations
    
    
    8, 30
    
    
    
    
    
    
    
    
    
    
    
    (0.76)pProfit/(loss) for the financial year
    
    
    8
    
    
    
    5.81p
    
    
    
    12.50p
    
    
    
    (9.70)p
 
   Restated2009
    
    
    2008
    
    
    2007Note
    
    
    £m
    
    
    £m
    
    
    £m(Losses)/gains on revaluation of available-for-sale investments, net of tax
    
    
    22
    
    
    
    (2,383
    )
    
    
    1,949
    
    
    
    2,108Exchange differences on translation of foreign operations, net of tax
    
    
    22
    
    
    
    12,375
    
    
    
    5,537
    
    
    
    (3,804
    )Net actuarial (losses)/gains on defined benefit pension schemes, net of tax
    
    
    22
    
    
    
    (163
    )
    
    
    (37
    )
    
    
    50Revaluation gain
    
    
    22
    
    
    
    68
    
    
    
    
    
    
    
    Foreign exchange (gains)/losses transferred to the consolidated income statement
    
    
    22
    
    
    
    (3
    )
    
    
    (7
    )
    
    
    763Fair value gains transferred to the consolidated income statement
    
    
    22
    
    
    
    
    
    
    
    (570
    )
    
    
    Other, net of tax
    
    
    22
    
    
    
    (40
    )
    
    
    37
    
    
    
    Net gain/(loss) recognised directly in equity
    
    
    
    
    
    
    9,854
    
    
    
    6,909
    
    
    
    (883
    )Profit/(loss) for the financial year
    
    
    
    
    
    
    3,080
    
    
    
    6,756
    
    
    
    (5,222
    )Total recognised income and expense relating to the year
    
    
    
    
    
    
    12,934
    
    
    
    13,665
    
    
    
    (6,105
    )Attributable to: Equity shareholders
    
    
    
    
    
    
    13,037
    
    
    
    13,912
    
    
    
    (6,210
    ) Minority interests
    
    
    
    
    
    
    (103
    )
    
    
    (247
    )
    
    
    10512,934
    
    
    
    13,665
    
    
    
    (6,105
    )
  74 Vodafone Group Plc




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##### Table of Contents



Consolidated balance sheet
    
    Financials
  2009
    
    
    2008Note
    
    
    £m
    
    
    £mNon-current assetsGoodwill
    
    
    9
    
    
    
    53,958
    
    
    
    51,336Other intangible assets
    
    
    9
    
    
    
    20,980
    
    
    
    18,995Property, plant and equipment
    
    
    11
    
    
    
    19,250
    
    
    
    16,735Investments in associated undertakings
    
    
    14
    
    
    
    34,715
    
    
    
    22,545Other investments
    
    
    15
    
    
    
    7,060
    
    
    
    7,367Deferred tax assets
    
    
    6
    
    
    
    630
    
    
    
    436Post employment benefits
    
    
    26
    
    
    
    8
    
    
    
    65Trade and other receivables
    
    
    17
    
    
    
    3,069
    
    
    
    1,067139,670
    
    
    
    118,546Current assetsInventory
    
    
    16
    
    
    
    412
    
    
    
    417Taxation recoverable
    
    
    
    
    
    
    77
    
    
    
    57Trade and other receivables
    
    
    17
    
    
    
    7,662
    
    
    
    6,551Cash and cash equivalents
    
    
    18
    
    
    
    4,878
    
    
    
    1,69913,029
    
    
    
    8,724Total assets
    
    
    
    
    
    
    152,699
    
    
    
    127,270EquityCalled up share capital
    
    
    19
    
    
    
    4,153
    
    
    
    4,182Share premium account
    
    
    21
    
    
    
    43,008
    
    
    
    42,934Own shares held
    
    
    21
    
    
    
    (8,036
    )
    
    
    (7,856
    )Additional paid-in capital
    
    
    21
    
    
    
    100,239
    
    
    
    100,151Capital redemption reserve
    
    
    21
    
    
    
    10,101
    
    
    
    10,054Accumulated other recognised income and expense
    
    
    22
    
    
    
    20,517
    
    
    
    10,558Retained losses
    
    
    23
    
    
    
    (83,820
    )
    
    
    (81,980
    )Total equity shareholders funds
    
    
    
    
    
    
    86,162
    
    
    
    78,043Minority interests
    
    
    
    
    
    
    1,787
    
    
    
    1,168Written put options over minority interests
    
    
    
    
    
    
    (3,172
    )
    
    
    (2,740
    )Total minority interests
    
    
    
    
    
    
    (1,385
    )
    
    
    (1,572
    )Total equity
    
    
    
    
    
    
    84,777
    
    
    
    76,471Non-current liabilitiesLong term borrowings
    
    
    25
    
    
    
    31,749
    
    
    
    22,662Deferred tax liabilities
    
    
    6
    
    
    
    6,642
    
    
    
    5,109Post employment benefits
    
    
    26
    
    
    
    240
    
    
    
    104Provisions
    
    
    27
    
    
    
    533
    
    
    
    306Trade and other payables
    
    
    28
    
    
    
    811
    
    
    
    64539,975
    
    
    
    28,826Current liabilitiesShort term borrowings
    
    
    25,35
    
    
    
    9,624
    
    
    
    4,532Current taxation liabilities
    
    
    
    
    
    
    4,552
    
    
    
    5,123Provisions
    
    
    27
    
    
    
    373
    
    
    
    356Trade and other payables
    
    
    28
    
    
    
    13,398
    
    
    
    11,96227,947
    
    
    
    21,973Total equity and liabilities
    
    
    
    
    
    
    152,699
    
    
    
    127,270
  -s- Vittorio Colao
    
    -s- Andy HalfordVittorio Colao
    
    Andy HalfordChief Executive
    
    Chief Financial Officer
  Vodafone Group Plc 75




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##### Table of Contents



2009
    
    
    2008
    
    
    2007Note
    
    
    £m
    
    
    £m
    
    
    £mNet cash flow from operating activities
    
    
    30, 31
    
    
    
    12,213
    
    
    
    10,474
    
    
    
    10,328Cash flows from investing activitiesPurchase of interests in subsidiary undertakings and joint ventures, net of cash acquired
    
    
    
    
    
    
    (1,389
    )
    
    
    (5,957
    )
    
    
    (2,805
    )Purchase of intangible assets
    
    
    
    
    
    
    (1,764
    )
    
    
    (846
    )
    
    
    (899
    )Purchase of property, plant and equipment
    
    
    
    
    
    
    (5,204
    )
    
    
    (3,852
    )
    
    
    (3,633
    )Purchase of investments
    
    
    
    
    
    
    (133
    )
    
    
    (96
    )
    
    
    (172
    )Disposal of interests in subsidiary undertakings, net of cash disposed
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    6,767Disposal of interests in associated undertakings
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    3,119Disposal of property, plant and equipment
    
    
    
    
    
    
    317
    
    
    
    39
    
    
    
    34Disposal of investments
    
    
    
    
    
    
    253
    
    
    
    785
    
    
    
    80Dividends received from associated undertakings
    
    
    
    
    
    
    647
    
    
    
    873
    
    
    
    791Dividends received from investments
    
    
    
    
    
    
    108
    
    
    
    72
    
    
    
    57Interest received
    
    
    
    
    
    
    302
    
    
    
    438
    
    
    
    526Net cash flow from investing activities
    
    
    30
    
    
    
    (6,834
    )
    
    
    (8,544
    )
    
    
    3,865Cash flows from financing activitiesIssue of ordinary share capital and reissue of treasury shares
    
    
    
    
    
    
    22
    
    
    
    310
    
    
    
    193Net movement in short term borrowings
    
    
    
    
    
    
    (25
    )
    
    
    (716
    )
    
    
    953Proceeds from issue of long term borrowings
    
    
    
    
    
    
    6,181
    
    
    
    1,711
    
    
    
    5,150Repayment of borrowings
    
    
    
    
    
    
    (2,729
    )
    
    
    (3,847
    )
    
    
    (1,961
    )Purchase of treasury shares
    
    
    
    
    
    
    (963
    )
    
    
    
    
    
    
    (43
    )B share capital redemption
    
    
    
    
    
    
    (15
    )
    
    
    (7
    )
    
    
    (5,713
    )B share preference dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,291
    )Equity dividends paid
    
    
    
    
    
    
    (4,013
    )
    
    
    (3,658
    )
    
    
    (3,555
    )Dividends paid to minority shareholders in subsidiary undertakings
    
    
    
    
    
    
    (162
    )
    
    
    (113
    )
    
    
    (34
    )Amounts received from minority shareholders
    
    
    
    
    
    
    618
    
    
    
    
    
    
    
    Interest paid
    
    
    
    
    
    
    (1,470
    )
    
    
    (1,545
    )
    
    
    (1,051
    )Net cash flow from financing activities
    
    
    30
    
    
    
    (2,556
    )
    
    
    (7,865
    )
    
    
    (9,352
    )Net cash flow
    
    
    
    
    
    
    2,823
    
    
    
    (5,935
    )
    
    
    4,841Cash and cash equivalents at beginning of the financial year
    
    
    18
    
    
    
    1,652
    
    
    
    7,458
    
    
    
    2,932Exchange gain/(loss) on cash and cash equivalents
    
    
    
    
    
    
    371
    
    
    
    129
    
    
    
    (315
    )Cash and cash equivalents at end of the financial year
    
    
    18
    
    
    
    4,846
    
    
    
    1,652
    
    
    
    7,458
  76 Vodafone Group Plc




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##### Table of Contents



Notes to the consolidated financial statements
    
    Financials
  
 
   Vodafone Group Plc 77




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##### Table of Contents



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




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##### Table of Contents



Financials
  Property, plant and equipment and finite lived intangible assets
 
    
    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 79




---



##### Table of Contents



Trade receivables
  Other investments
    Cash and cash equivalents
   80 Vodafone Group Plc




---



##### Table of Contents



Financials
  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.
  Fair value hedges
  Net investment hedges
 Put option arrangements
   Vodafone Group Plc 81




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##### 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 2009Germany
    
    
    7,847
    
    
    
    
    
    
    
    (52
    )
    
    
    7,795
    
    
    
    (16
    )
    
    
    7,779
    
    
    
    3,058Italy
    
    
    5,547
    
    
    
    
    
    
    
    (36
    )
    
    
    5,511
    
    
    
    (6
    )
    
    
    5,505
    
    
    
    2,424Spain
    
    
    5,812
    
    
    
    
    
    
    
    (93
    )
    
    
    5,719
    
    
    
    (4
    )
    
    
    5,715
    
    
    
    1,897UK
    
    
    5,392
    
    
    
    
    
    
    
    (46
    )
    
    
    5,346
    
    
    
    (10
    )
    
    
    5,336
    
    
    
    1,219Other Europe(1)
    
    
    5,329
    
    
    
    
    
    
    
    (66
    )
    
    
    5,263
    
    
    
    (5
    )
    
    
    5,258
    
    
    
    1,824Europe
    
    
    29,927
    
    
    
    
    
    
    
    (293
    )
    
    
    29,634
    
    
    
    (41
    )
    
    
    29,593
    
    
    
    10,422Vodacom(2)
    
    
    1,778
    
    
    
    
    
    
    
    
    
    
    
    1,778
    
    
    
    
    
    
    
    1,778
    
    
    
    606Other Africa and Central Europe(3)
    
    
    3,723
    
    
    
    
    
    
    
    
    
    
    
    3,723
    
    
    
    (48
    )
    
    
    3,675
    
    
    
    1,084Africa and Central Europe
    
    
    5,501
    
    
    
    
    
    
    
    
    
    
    
    5,501
    
    
    
    (48
    )
    
    
    5,453
    
    
    
    1,690India
    
    
    2,689
    
    
    
    
    
    
    
    (1
    )
    
    
    2,688
    
    
    
    (19
    )
    
    
    2,669
    
    
    
    710Other Asia Pacific and Middle East(4)
    
    
    3,131
    
    
    
    
    
    
    
    
    
    
    
    3,131
    
    
    
    (31
    )
    
    
    3,100
    
    
    
    1,029Asia Pacific and Middle East
    
    
    5,820
    
    
    
    
    
    
    
    (1
    )
    
    
    5,819
    
    
    
    (50
    )
    
    
    5,769
    
    
    
    1,739Common Functions(5)
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    216
    
    
    
    (14
    )
    
    
    202
    
    
    
    639Group(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
    
    
    
    2,667Italy
    
    
    4,435
    
    
    
    
    
    
    
    (33
    )
    
    
    4,402
    
    
    
    (6
    )
    
    
    4,396
    
    
    
    2,158Spain
    
    
    5,063
    
    
    
    
    
    
    
    (96
    )
    
    
    4,967
    
    
    
    (4
    )
    
    
    4,963
    
    
    
    1,806UK
    
    
    5,424
    
    
    
    
    
    
    
    (46
    )
    
    
    5,378
    
    
    
    (10
    )
    
    
    5,368
    
    
    
    1,431Other Europe(1)
    
    
    4,583
    
    
    
    
    
    
    
    (64
    )
    
    
    4,519
    
    
    
    (3
    )
    
    
    4,516
    
    
    
    1,628Europe
    
    
    26,371
    
    
    
    
    
    
    
    (290
    )
    
    
    26,081
    
    
    
    (34
    )
    
    
    26,047
    
    
    
    9,690Vodacom(2)
    
    
    1,609
    
    
    
    
    
    
    
    
    
    
    
    1,609
    
    
    
    
    
    
    
    1,609
    
    
    
    586Other Africa and Central Europe(3)
    
    
    3,337
    
    
    
    
    
    
    
    
    
    
    
    3,337
    
    
    
    (35
    )
    
    
    3,302
    
    
    
    1,083Africa and Central Europe
    
    
    4,946
    
    
    
    
    
    
    
    
    
    
    
    4,946
    
    
    
    (35
    )
    
    
    4,911
    
    
    
    1,669India
    
    
    1,822
    
    
    
    
    
    
    
    
    
    
    
    1,822
    
    
    
    (12
    )
    
    
    1,810
    
    
    
    598Other Asia Pacific and Middle East(4)
    
    
    2,577
    
    
    
    
    
    
    
    
    
    
    
    2,577
    
    
    
    (26
    )
    
    
    2,551
    
    
    
    878Asia Pacific and Middle East
    
    
    4,399
    
    
    
    
    
    
    
    
    
    
    
    4,399
    
    
    
    (38
    )
    
    
    4,361
    
    
    
    1,476Common Functions(5)
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    170
    
    
    
    (11
    )
    
    
    159
    
    
    
    343Group(6)
    
    
    35,716
    
    
    
    170
    
    
    
    (290
    )
    
    
    35,596
    
    
    
    (118
    )
    
    
    35,478
    
    
    
    13,178Verizon Wireless(6)
    
    
    10,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,93031 March 2007Germany
    
    
    6,790
    
    
    
    
    
    
    
    (56
    )
    
    
    6,734
    
    
    
    (9
    )
    
    
    6,725
    
    
    
    2,696Italy
    
    
    4,245
    
    
    
    
    
    
    
    (44
    )
    
    
    4,201
    
    
    
    (5
    )
    
    
    4,196
    
    
    
    2,149Spain
    
    
    4,500
    
    
    
    
    
    
    
    (106
    )
    
    
    4,394
    
    
    
    (3
    )
    
    
    4,391
    
    
    
    1,567UK
    
    
    5,124
    
    
    
    
    
    
    
    (54
    )
    
    
    5,070
    
    
    
    (9
    )
    
    
    5,061
    
    
    
    1,459Other Europe(1)
    
    
    4,275
    
    
    
    
    
    
    
    (82
    )
    
    
    4,193
    
    
    
    (4
    )
    
    
    4,189
    
    
    
    1,530Europe
    
    
    24,934
    
    
    
    
    
    
    
    (342
    )
    
    
    24,592
    
    
    
    (30
    )
    
    
    24,562
    
    
    
    9,401Vodacom(2)
    
    
    1,478
    
    
    
    
    
    
    
    
    
    
    
    1,478
    
    
    
    
    
    
    
    1,478
    
    
    
    532Other Africa and Central Europe(3)
    
    
    2,616
    
    
    
    
    
    
    
    
    
    
    
    2,616
    
    
    
    (31
    )
    
    
    2,585
    
    
    
    893Africa and Central Europe
    
    
    4,094
    
    
    
    
    
    
    
    
    
    
    
    4,094
    
    
    
    (31
    )
    
    
    4,063
    
    
    
    1,425India
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Asia Pacific and Middle East(4)
    
    
    2,347
    
    
    
    
    
    
    
    
    
    
    
    2,347
    
    
    
    (20
    )
    
    
    2,327
    
    
    
    826Asia Pacific and Middle East
    
    
    2,347
    
    
    
    
    
    
    
    
    
    
    
    2,347
    
    
    
    (20
    )
    
    
    2,327
    
    
    
    826Common Functions(5)
    
    
    
    
    
    
    168
    
    
    
    
    
    
    
    168
    
    
    
    (16
    )
    
    
    152
    
    
    
    308Group(6)
    
    
    31,375
    
    
    
    168
    
    
    
    (342
    )
    
    
    31,201
    
    
    
    (97
    )
    
    
    31,104
    
    
    
    11,960Verizon Wireless(6)
    
    
    9,387
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,614
 Notes:(1)
    
    Adjusted EBITDA is stated before £520 million (2008: £425 million; 2007: £517 million)
representing the Groups share of results in associated undertakings.(2)
    
    Adjusted EBITDA is stated before £(1) million (2008: £nil; 2007: £nil) representing the
Groups share of results in associated undertakings.(3)
    
    Adjusted EBITDA is stated before £27 million (2008: £nil; 2007: £nil) representing
the Groups share of results in associated undertakings.(4)
    
    Adjusted EBITDA is stated before £4 million (2008: £2 million; 2007: £nil)
representing the Groups share of results in associated undertakings.(5)
    
    Adjusted EBITDA is stated before £(1) million (2008: £2 million; 2007: £1 million)
relating to the Groups share of results in associated undertakings.(6)
    
    Values shown for Verizon Wireless are not included in the calculation of Group revenue or
adjusted EBITDA as Verizon Wireless is an associated undertaking.
 82   Vodafone Group Plc




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##### Table of Contents



Financials
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mAdjusted EBITDA
    
    
    14,490
    
    
    
    13,178
    
    
    
    11,960Depreciation and amortisation including loss on disposal of fixed assets
    
    
    (6,824
    )
    
    
    (5,979
    )
    
    
    (5,154
    )Share of results in associated undertakings
    
    
    4,091
    
    
    
    2,876
    
    
    
    2,728Impairment losses
    
    
    (5,900
    )
    
    
    
    
    
    
    (11,600
    )Other items
    
    
    
    
    
    
    (28
    )
    
    
    502Operating profit/(loss)
    
    
    5,857
    
    
    
    10,047
    
    
    
    (1,564
    )
 Otherexpenditure
    
    
    DepreciationNon-current
    
    
    Capital
    
    
    on intangible
    
    
    and
    
    
    Impairmentassets(1)
    
    
    expenditure(2)
    
    
    assets
    
    
    amortisation
    
    
    loss£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m31 March 2009Germany
    
    
    21,617
    
    
    
    750
    
    
    
    16
    
    
    
    1,318
    
    
    
    Italy
    
    
    18,666
    
    
    
    521
    
    
    
    
    
    
    
    687
    
    
    
    Spain
    
    
    13,324
    
    
    
    632
    
    
    
    
    
    
    
    567
    
    
    
    3,400UK
    
    
    7,414
    
    
    
    446
    
    
    
    
    
    
    
    954
    
    
    
    Other Europe
    
    
    9,375
    
    
    
    511
    
    
    
    
    
    
    
    724
    
    
    
    Europe
    
    
    70,396
    
    
    
    2,860
    
    
    
    16
    
    
    
    4,250
    
    
    
    3,400Vodacom
    
    
    2,287
    
    
    
    237
    
    
    
    
    
    
    
    231
    
    
    
    Other Africa and Central Europe
    
    
    5,700
    
    
    
    625
    
    
    
    21
    
    
    
    830
    
    
    
    2,500Africa and Central Europe
    
    
    7,987
    
    
    
    862
    
    
    
    21
    
    
    
    1,061
    
    
    
    2,500India
    
    
    10,308
    
    
    
    1,351
    
    
    
    
    
    
    
    746
    
    
    
    Other Asia Pacific and Middle East
    
    
    4,687
    
    
    
    524
    
    
    
    1,101
    
    
    
    475
    
    
    
    Asia Pacific and Middle East
    
    
    14,995
    
    
    
    1,875
    
    
    
    1,101
    
    
    
    1,221
    
    
    
    Common Functions
    
    
    810
    
    
    
    312
    
    
    
    
    
    
    
    282
    
    
    
    Group
    
    
    94,188
    
    
    
    5,909
    
    
    
    1,138
    
    
    
    6,814
    
    
    
    5,90031 March 2008Germany
    
    
    19,129
    
    
    
    613
    
    
    
    14
    
    
    
    1,167
    
    
    
    Italy
    
    
    16,215
    
    
    
    411
    
    
    
    1
    
    
    
    582
    
    
    
    Spain
    
    
    14,589
    
    
    
    533
    
    
    
    
    
    
    
    500
    
    
    
    UK
    
    
    7,930
    
    
    
    465
    
    
    
    
    
    
    
    973
    
    
    
    Other Europe
    
    
    8,303
    
    
    
    469
    
    
    
    11
    
    
    
    616
    
    
    
    Europe
    
    
    66,166
    
    
    
    2,491
    
    
    
    26
    
    
    
    3,838
    
    
    
    Vodacom
    
    
    1,676
    
    
    
    204
    
    
    
    2
    
    
    
    219
    
    
    
    Other Africa and Central Europe
    
    
    7,075
    
    
    
    702
    
    
    
    5
    
    
    
    694
    
    
    
    Africa and Central Europe
    
    
    8,751
    
    
    
    906
    
    
    
    7
    
    
    
    913
    
    
    
    India
    
    
    8,835
    
    
    
    1,030
    
    
    
    
    
    
    
    562
    
    
    
    Other Asia Pacific and Middle East
    
    
    2,597
    
    
    
    463
    
    
    
    
    
    
    
    389
    
    
    
    Asia Pacific and Middle East
    
    
    11,432
    
    
    
    1,493
    
    
    
    
    
    
    
    951
    
    
    
    Common Functions
    
    
    717
    
    
    
    185
    
    
    
    8
    
    
    
    207
    
    
    
    Group
    
    
    87,066
    
    
    
    5,075
    
    
    
    41
    
    
    
    5,909
    
    
    
    31 March 2007Germany
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    1,207
    
    
    
    6,700Italy
    
    
    
    
    
    
    421
    
    
    
    26
    
    
    
    556
    
    
    
    4,900Spain
    
    
    
    
    
    
    547
    
    
    
    
    
    
    
    449
    
    
    
    UK
    
    
    
    
    
    
    661
    
    
    
    
    
    
    
    930
    
    
    
    Other Europe
    
    
    
    
    
    
    489
    
    
    
    6
    
    
    
    586
    
    
    
    Europe
    
    
    
    
    
    
    2,732
    
    
    
    32
    
    
    
    3,728
    
    
    
    11,600Vodacom
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    129
    
    
    
    Other Africa and Central Europe
    
    
    
    
    
    
    484
    
    
    
    
    
    
    
    368
    
    
    
    Africa and Central Europe
    
    
    
    
    
    
    705
    
    
    
    
    
    
    
    497
    
    
    
    India
    
    
    
    
    
    
    111
    
    
    
    1
    
    
    
    28
    
    
    
    Other Asia Pacific and Middle East
    
    
    
    
    
    
    444
    
    
    
    275
    
    
    
    290
    
    
    
    Asia Pacific and Middle East
    
    
    
    
    
    
    555
    
    
    
    276
    
    
    
    318
    
    
    
    Common Functions
    
    
    
    
    
    
    216
    
    
    
    
    
    
    
    568
    
    
    
    Group
    
    
    
    
    
    
    4,208
    
    
    
    308
    
    
    
    5,111
    
    
    
    11,600
 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 83




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##### Table of Contents



2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mNet foreign exchange losses/(gains)
    
    
    30
    
    
    
    (27
    )
    
    
    6Depreciation of property, plant and equipment (note 11):Owned assets
    
    
    4,025
    
    
    
    3,400
    
    
    
    2,994Leased assets
    
    
    36
    
    
    
    27
    
    
    
    17Amortisation of intangible assets (note 9)
    
    
    2,753
    
    
    
    2,482
    
    
    
    2,100Impairment of goodwill (note 10)
    
    
    5,650
    
    
    
    
    
    
    
    11,600Impairment of licence and spectrum (note 10)
    
    
    250
    
    
    
    
    
    
    
    Research and development expenditure
    
    
    280
    
    
    
    234
    
    
    
    222Staff costs (note 36)
    
    
    3,227
    
    
    
    2,698
    
    
    
    2,466Operating lease rentals payable:Plant and machinery
    
    
    68
    
    
    
    43
    
    
    
    35Other assets including fixed line rentals
    
    
    1,331
    
    
    
    1,117
    
    
    
    984Loss on disposal of property, plant and equipment
    
    
    10
    
    
    
    70
    
    
    
    43Own costs capitalised attributable to the construction or acquisition of property, plant and equipment
    
    
    (273
    )
    
    
    (245
    )
    
    
    (244
    )
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mAudit fees:Parent company
    
    
    1
    
    
    
    1
    
    
    
    1Subsidiary undertakings
    
    
    5
    
    
    
    5
    
    
    
    46
    
    
    
    6
    
    
    
    5Fees for statutory and regulatory filings(1)
    
    
    2
    
    
    
    1
    
    
    
    2Audit and audit-related fees
    
    
    8
    
    
    
    7
    
    
    
    7Other fees:Taxation
    
    
    1
    
    
    
    1
    
    
    
    1Other(2)
    
    
    
    
    
    
    1
    
    
    
    21
    
    
    
    2
    
    
    
    3Total fees
    
    
    9
    
    
    
    9
    
    
    
    10
 Notes:(1)
    
    Amounts for 2009, 2008 and 2007 include mainly audit fees in relation to Section 404 of the US
Sarbanes-Oxley Act of 2002.(2)
    
    The amount for 2007 includes fees mainly relating to the preparatory work required in advance
of the implementation of Section 404 of the US Sarbanes-Oxley Act of 2002 and general accounting
advice.
   84    Vodafone Group Plc




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##### Table of Contents



Financials
 
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mInvestment income:Available-for-sale investments:Dividends received
    
    
    110
    
    
    
    72
    
    
    
    57Other(1)
    
    
    
    
    
    
    
    
    
    
    86Loans and receivables at amortised cost(2)
    
    
    339
    
    
    
    451
    
    
    
    452Fair value through the income statement (held for trading):Derivatives  foreign exchange contracts
    
    
    71
    
    
    
    125
    
    
    
    160Other(3)
    
    
    275
    
    
    
    66
    
    
    
    Equity put rights and similar arrangements(4)
    
    
    
    
    
    
    
    
    
    
    34795
    
    
    
    714
    
    
    
    789Financing costs:Items in hedge relationships:Other loans
    
    
    782
    
    
    
    612
    
    
    
    548Interest rate swaps
    
    
    (180
    )
    
    
    61
    
    
    
    (9
    )Dividends on redeemable preference shares
    
    
    53
    
    
    
    42
    
    
    
    45Fair value hedging instrument
    
    
    (1,458
    )
    
    
    (635
    )
    
    
    42Fair value of hedged item
    
    
    1,475
    
    
    
    601
    
    
    
    (47
    )Other financial liabilities held at amortised cost:Bank loans and overdrafts
    
    
    452
    
    
    
    347
    
    
    
    126Other loans(5)
    
    
    440
    
    
    
    390
    
    
    
    276Potential interest on settlement of tax issues(6)
    
    
    (81
    )
    
    
    399
    
    
    
    406Equity put rights and similar arrangements(4)
    
    
    627
    
    
    
    143
    
    
    
    32Finance leases
    
    
    1
    
    
    
    7
    
    
    
    4Fair value through the income statement (held for trading):Derivatives  forward starting swaps and futures
    
    
    308
    
    
    
    47
    
    
    
    71Other(7)
    
    
    
    
    
    
    
    
    
    
    1182,419
    
    
    
    2,014
    
    
    
    1,612Net financing costs
    
    
    1,624
    
    
    
    1,300
    
    
    
    823
 Notes:(1)
    
    Amount for 2007 includes a gain resulting from refinancing of SoftBank related investments
received as part of the consideration for the disposal of Vodafone Japan on 27 April 2006.(2)
    
    Amount for 2007 includes £77 million of foreign exchange gains arising from hedges of a net
investment in a foreign operation.(3)
    
    Includes foreign exchange gains on certain intercompany balances and investments held
following the disposal of Vodafone Japan to SoftBank.(4)
    
    Includes amounts in relation to the Groups arrangements with its minority partners in India,
its fixed line operations in Germany and, in respect of prior years, Telecom Egypt. Further
information is provided in Option agreements and similar arrangements on page 44.(5)
    
    Amount for 2009 includes £94 million (2008: £72 million) of foreign exchange losses
arising from hedges of a net investment in a foreign operation.(6)
    
    Amount for 2009 includes a reduction of the provision for potential interest
on tax issues.(7)
    
    Amount for 2007 includes foreign exchange losses on certain intercompany balances and
investments held following the disposal of Vodafone Japan to SoftBank.
 Vodafone Group Plc 85




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##### Table of Contents



2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mUnited Kingdom corporation tax (income)/expense:Current year
    
    
    (132
    )
    
    
    
    
    
    
    Adjustments in respect of prior years
    
    
    (318
    )
    
    
    (53
    )
    
    
    (30
    )(450
    )
    
    
    (53
    )
    
    
    (30
    )Overseas current tax expense/(income):Current year
    
    
    2,111
    
    
    
    2,539
    
    
    
    2,928Adjustments in respect of prior years
    
    
    (934
    )
    
    
    (293
    )
    
    
    2151,177
    
    
    
    2,246
    
    
    
    3,143Total current tax expense
    
    
    727
    
    
    
    2,193
    
    
    
    3,113Deferred tax on origination and reversal of temporary differences:United Kingdom deferred tax
    
    
    20
    
    
    
    (125
    )
    
    
    (49
    )Overseas deferred tax
    
    
    362
    
    
    
    177
    
    
    
    (641
    )Total deferred tax expense/(income)
    
    
    382
    
    
    
    52
    
    
    
    (690
    )Total income tax expense from continuing operations
    
    
    1,109
    
    
    
    2,245
    
    
    
    2,423
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mCurrent tax charge/(credit)
    
    
    134
    
    
    
    (5
    )
    
    
    (2
    )Deferred tax (credit)/charge
    
    
    (64
    )
    
    
    (65
    )
    
    
    11Total tax charged/(credited) directly to equity
    
    
    70
    
    
    
    (70
    )
    
    
    9
   2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mProfit/(loss) before tax on continuing operations as shown in the consolidated income statement
    
    
    4,189
    
    
    
    9,001
    
    
    
    (2,383
    )Expected income tax expense/(income) on profit from continuing operations at UK statutory tax rate
    
    
    1,173
    
    
    
    2,700
    
    
    
    (715
    )Effect of taxation of associated undertakings, reported within operating profit
    
    
    118
    
    
    
    134
    
    
    
    119Impairment losses with no tax effect
    
    
    1,652
    
    
    
    
    
    
    
    3,480Expected income tax expense at UK statutory rate on profit from continuing operations,
before impairment losses and taxation of associates
    
    
    2,943
    
    
    
    2,834
    
    
    
    2,884Effect of different statutory tax rates of overseas jurisdictions
    
    
    382
    
    
    
    320
    
    
    
    346Effect of current year changes in statutory tax rates
    
    
    (31
    )
    
    
    66
    
    
    
    1Deferred tax on overseas earnings
    
    
    (26
    )
    
    
    255
    
    
    
    (373
    )Assets revalued for tax purposes
    
    
    (155
    )
    
    
    (16
    )
    
    
    (197
    )Effect of previously unrecognised temporary differences including losses
    
    
    (881
    )
    
    
    (833
    )
    
    
    (562
    )Adjustments in respect of prior years(1)
    
    
    (1,124
    )
    
    
    (254
    )
    
    
    145Expenses not deductible for tax purposes and other items
    
    
    423
    
    
    
    321
    
    
    
    577Exclude taxation of associated undertakings
    
    
    (422
    )
    
    
    (448
    )
    
    
    (398
    )Income tax expense from continuing operations
    
    
    1,109
    
    
    
    2,245
    
    
    
    2,423
 Note:(1)
    
    See Taxation on page 26.
 86   Vodafone Group Plc




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##### Table of Contents



Financials
 
 2009£m1 April 2008
    
    
    (4,673
    )Exchange movements
    
    
    (1,008
    )Charged to the income statement
    
    
    (382
    )Credited directly to equity
    
    
    64Reclassification from current tax
    
    
    16Merger and acquisition activity
    
    
    (29
    )31 March 2009
    
    
    (6,012
    )
  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
    )
 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
    
    
    326
    
    
    
    576
    
    
    
    (1,635
    )
    
    
    (25
    )
    
    
    (1,084
    )Tax losses
    
    
    (6
    )
    
    
    25,792
    
    
    
    
    
    
    
    (25,433
    )
    
    
    359Deferred tax on overseas earnings
    
    
    (255
    )
    
    
    
    
    
    
    (3,535
    )
    
    
    
    
    
    
    (3,535
    )Other short term timing differences
    
    
    (117
    )
    
    
    3,807
    
    
    
    (2,223
    )
    
    
    (1,997
    )
    
    
    (413
    )31 March 2008
    
    
    (52
    )
    
    
    30,175
    
    
    
    (7,393
    )
    
    
    (27,455
    )
    
    
    (4,673
    )
  £mDeferred tax asset
    
    
    436Deferred tax liability
    
    
    (5,109
    )31 March 2008
    
    
    (4,673
    )
      Vodafone Group Plc 87




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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
    
    
    2
    
    
    
    
    
    
    
    343
    
    
    
    345Losses for which no deferred tax is recognised
    
    
    908
    
    
    
    366
    
    
    
    81,845
    
    
    
    83,119910
    
    
    
    366
    
    
    
    82,188
    
    
    
    83,464
     
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mDeclared during the financial year:Final dividend for the year ended 31 March 2008: 5.02 pence per share
(2007: 4.41 pence per share, 2006: 3.87 pence per share)
    
    
    2,667
    
    
    
    2,331
    
    
    
    2,328Interim dividend for the year ended 31 March 2009: 2.57 pence per share
(2008: 2.49 pence per share, 2007: 2.35 pence per share)
    
    
    1,350
    
    
    
    1,322
    
    
    
    1,2384,017
    
    
    
    3,653
    
    
    
    3,566Proposed after the balance sheet date and not recognised as a liability: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
    
    
    
    2,331
 
  Restated2009
    
    
    2008
    
    
    2007Millions
    
    
    Millions
    
    
    MillionsWeighted average number of shares for basic earnings/(loss) per share
    
    
    52,737
    
    
    
    53,019
    
    
    
    55,144Effect of dilutive potential shares: restricted shares and share options(1)
    
    
    232
    
    
    
    268
    
    
    
    Weighted average number of shares for diluted earnings/(loss) per share
    
    
    52,969
    
    
    
    53,287
    
    
    
    55,144
 £m
    
    
    £m
    
    
    £mEarnings/(loss) for basic and diluted earnings per share:Continuing operations
    
    
    3,078
    
    
    
    6,660
    
    
    
    (4,932
    )Discontinued operations(2)
    
    
    
    
    
    
    
    
    
    
    (419
    )Total
    
    
    3,078
    
    
    
    6,660
    
    
    
    (5,351
    )
 Notes:(1)
    
    In the year ended 31 March 2007, 215 million shares have been excluded from the
calculation of diluted loss per share as they are not dilutive.(2)
    
    See note 30 for further information on discontinued operations, including the
per share effect of discontinued operations.
 88   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 2007
    
    
    75,068
    
    
    
    17,256
    
    
    
    4,305
    
    
    
    865
    
    
    
    97,494Exchange movements
    
    
    12,406
    
    
    
    1,707
    
    
    
    573
    
    
    
    59
    
    
    
    14,745Arising on acquisition
    
    
    4,316
    
    
    
    3,045
    
    
    
    8
    
    
    
    256
    
    
    
    7,625Additions
    
    
    
    
    
    
    33
    
    
    
    993
    
    
    
    8
    
    
    
    1,034Disposals
    
    
    
    
    
    
    (1
    )
    
    
    (79
    )
    
    
    
    
    
    
    (80
    )Other(1)
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )31 March 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
    )Transfer to investments in associated undertakings
    
    
    (9
    )
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    (25
    )31 March 2009
    
    
    106,664
    
    
    
    26,138
    
    
    
    7,359
    
    
    
    1,471
    
    
    
    141,632Accumulated impairment losses and amortisation:1 April 2007
    
    
    34,501
    
    
    
    3,356
    
    
    
    2,989
    
    
    
    376
    
    
    
    41,222Exchange movements
    
    
    5,925
    
    
    
    433
    
    
    
    436
    
    
    
    28
    
    
    
    6,822Amortisation charge for the year
    
    
    
    
    
    
    1,343
    
    
    
    802
    
    
    
    337
    
    
    
    2,482Disposals
    
    
    
    
    
    
    
    
    
    
    (67
    )
    
    
    
    
    
    
    (67
    )31 March 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
    )Transfers to investments in associated undertakings
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (11
    )31 March 2009
    
    
    52,706
    
    
    
    7,552
    
    
    
    5,223
    
    
    
    1,213
    
    
    
    66,694Net book value:31 March 2008
    
    
    51,336
    
    
    
    16,908
    
    
    
    1,640
    
    
    
    447
    
    
    
    70,33131 March 2009
    
    
    53,958
    
    
    
    18,586
    
    
    
    2,136
    
    
    
    258
    
    
    
    74,938
 Note:(1)
    
    Represents a pre-tax charge against goodwill offsetting the tax benefit arising on
recognition of a pre-acquisition deferred tax asset.
   2009
    
    
    2008Expiry date
    
    
    £m
    
    
    £mGermany
    
    December 2020
    
    
    5,452
    
    
    
    5,089UK
    
    December 2021
    
    
    4,246
    
    
    
    4,579Qatar
    
    June 2028
    
    
    1,482
    
    
    
    Italy
    
    December 2021
    
    
    1,240
    
    
    
    1,150
 Vodafone Group Plc 89




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##### Table of Contents



2009
    
    
    2008
    
    
    2007Cash generating unit
    
    Reportable segment
    
    £m
    
    
    £m
    
    
    £mSpain
    
    Spain
    
    
    3,400
    
    
    
    
    
    
    
    Turkey
    
    Other Africa and Central Europe
    
    
    2,250
    
    
    
    
    
    
    
    Ghana
    
    Other Africa and Central Europe
    
    
    250
    
    
    
    
    
    
    
    Germany
    
    Germany
    
    
    
    
    
    
    
    
    
    
    6,700Italy
    
    Italy
    
    
    
    
    
    
    
    
    
    
    4,9005,900
    
    
    
    
    
    
    
    11,600
 Year ended 31 March 2009
  Pre-tax adjusteddiscount rateSpain
    
    
    10.3
    %Turkey(1)
    
    
    19.5
    %Ghana
    
    
    26.9
    %
 Note:(1)
    
    The pre-tax adjusted discount rate used in the value in use calculation at 30
September 2008 was 18.6%.
 Spain
   Turkey
   Ghana
  Year ended 31 March
2007 
Germany
   Italy
     2009
    
    
    2008£m
    
    
    £mGermany
    
    
    12,786
    
    
    
    10,984Italy
    
    
    15,361
    
    
    
    13,205Spain
    
    
    10,561
    
    
    
    12,16838,708
    
    
    
    36,357Other
    
    
    15,250
    
    
    
    14,97953,958
    
    
    
    51,336
 90    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 partially 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 includes 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 five years of management plan data is 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 ten years of management plan data is 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
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.
 Vodafone Group Plc 91




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##### Table of Contents



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 to 11.8
    
    
    
    8.2 to 69.8
    
    
    
    7.7 to 91.6
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    5.5 to 9.7
    
    
    
    7.7 to 9.9
 Notes:(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.
 Change required for carrying valueto 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
 Notes:(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.
  Spain
    
    
    Turkey
    
    
    Ghana
    
    
    All otherIncrease
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decrease
    
    
    Increase
    
    
    Decreaseby 2%
    
    
    by 2%
    
    
    by 2%
    
    
    by 2%
    
    
    by 2%
    
    
    by 2%
    
    
    by 2%
    
    
    by 2%£bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bn
    
    
    £bnPre-tax adjusted discount rate
    
    
    (2.1
    )
    
    
    3.3
    
    
    
    (0.4
    )
    
    
    0.6
    
    
    
    (0.04
    )
    
    
    0.05
    
    
    
    (2.1
    )
    
    
    Long term growth rate
    
    
    3.4
    
    
    
    (1.9
    )
    
    
    0.3
    
    
    
    (0.2
    )
    
    
    0.01
    
    
    
    (0.01
    )
    
    
    
    
    
    
    (1.5
    )Budgeted adjusted EBITDA(1)
    
    
    0.4
    
    
    
    (0.3
    )
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    0.02
    
    
    
    (0.01
    )
    
    
    
    
    
    
    Budgeted capital expenditure(2)
    
    
    (0.4
    )
    
    
    0.4
    
    
    
    (0.1
    )
    
    
    0.1
    
    
    
    (0.02
    )
    
    
    0.02
    
    
    
    
    
    
    
    
 Notes:(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 2008
  Assumptions used in
    
    
    Change required for carrying valuevalue in use calculation
    
    
    to equal the recoverable amountGermany
    
    
    Italy
    
    
    Germany
    
    
    Italy%
    
    
    %
    
    
    pps
    
    
    ppsPre-tax adjusted discount rate
    
    
    10.2
    
    
    
    11.5
    
    
    
    1.6
    
    
    
    2.7Long term growth rate
    
    
    1.2
    
    
    
    0.1
    
    
    
    (1.7
    )
    
    
    (3.0
    )Budgeted adjusted EBITDA(1)
    
    
    (2.2
    )
    
    
    1.4
    
    
    
    (2.0
    )
    
    
    (4.2
    )Budgeted capital expenditure(2)
    
    
    7.5 to 8.7
    
    
    
    5.8 to 9.5
    
    
    
    4.2
    
    
    
    6.6
 Notes:(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.
 92   Vodafone Group Plc




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##### Table of Contents



Financials
 
  EquipmentLand and
    
    
    fixturesbuildings
    
    
    and fittings
    
    
    Total£m
    
    
    £m
    
    
    £mCost:1 April 2007
    
    
    1,240
    
    
    
    27,430
    
    
    
    28,670Exchange movements
    
    
    201
    
    
    
    3,898
    
    
    
    4,099Arising on acquisition
    
    
    14
    
    
    
    1,150
    
    
    
    1,164Additions
    
    
    94
    
    
    
    3,988
    
    
    
    4,082Disposals
    
    
    (10
    )
    
    
    (761
    )
    
    
    (771
    )Reclassifications
    
    
    (109
    )
    
    
    109
    
    
    
    31 March 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 associated undertakings
    
    
    
    
    
    
    (298
    )
    
    
    (298
    )Reclassifications
    
    
    (214
    )
    
    
    214
    
    
    
    31 March 2009
    
    
    1,421
    
    
    
    43,943
    
    
    
    45,364Accumulated depreciation and impairment:1 April 2007
    
    
    442
    
    
    
    14,784
    
    
    
    15,226Exchange movements
    
    
    77
    
    
    
    2,456
    
    
    
    2,533Charge for the year
    
    
    79
    
    
    
    3,348
    
    
    
    3,427Disposals
    
    
    (10
    )
    
    
    (667
    )
    
    
    (677
    )Reclassifications
    
    
    (66
    )
    
    
    66
    
    
    
    31 March 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 associated undertakings
    
    
    
    
    
    
    (112
    )
    
    
    (112
    )Reclassifications
    
    
    (92
    )
    
    
    92
    
    
    
    31 March 2009
    
    
    583
    
    
    
    25,531
    
    
    
    26,114Net book value:31 March 2008
    
    
    908
    
    
    
    15,827
    
    
    
    16,73531 March 2009
    
    
    838
    
    
    
    18,412
    
    
    
    19,250
  Vodafone
Group Plc 93




---



##### Table of Contents



Country ofincorporation
    
    Percentage(1)Name
    
    Principal activity
    
    or registration
    
    shareholdingsArcor AG & Co. KG(2)
    
    Network operator
    
    Germany
    
    
    100.0Vodafone Albania Sh.A.
    
    Network operator
    
    Albania
    
    
    99.9Vodafone Americas Inc.(3)
    
    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(4)
    
    Network operator
    
    India
    
    
    51.6Vodafone Europe B.V.
    
    Holding company
    
    Netherlands
    
    
    100.0Ghana Telecommunications Company Limited
    
    Network operator
    
    Ghana
    
    
    70.0Vodafone Group Services Limited(5)
    
    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 network services
    
    Luxembourg
    
    
    100.0Vodafone Australia Limited
    
    Network operator
    
    Australia
    
    
    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.(6)
    
    Network operator
    
    Portugal
    
    
    100.0Vodafone Qatar Q.S.C.(7)
    
    Network operator
    
    Qatar
    
    
    38.3Vodafone Romania S.A.
    
    Network operator
    
    Romania
    
    
    100.0Vodafone Telekomunikasyon A.S.
    
    Network operator
    
    Turkey
    
    
    100.0
 Notes:(1)
    
    Rounded to nearest tenth of one percent.(2)
    
    Arcor AG & Co. KG is a partnership and, accordingly, its share capital is comprised solely of
partners capital rather than share capital.(3)
    
    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.(4)
    
    The Group owns 100% of CGP Investments (Holdings) Limited (CGP), which owns a 51.58% indirect
shareholding in Vodafone Essar Limited. As part of its acquisition of CGP, Vodafone acquired a less
than 50% equity interest in Telecom Investments India Private Limited (TII) and in Omega Telecom
Holdings Private Limited (Omega), which in turn have a 19.54% and 5.11% indirect shareholding in
Vodafone Essar Limited. The Group was granted call options to acquire 100% of the shares in two
companies which together indirectly own the remaining share of TII and an option to acquire 100% of
the shares in a third company, which owns the remaining shares in Omega. The Group also granted a
put option to each of the shareholders of these companies, which if exercised, would require
Vodafone to purchase 100% of the equity 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 own 66.98% of Vodafone Essar Limited.(5)
    
    The entire issued share capital of Vodafone Group Services Limited is held directly by Vodafone
Group Plc.(6)
    
    38.6% of the issued share capital of Vodafone Portugal-Comunicações Pessoais, S.A. is held
directly by Vodafone Group Plc.(7)
    
    At 31 March 2009, Vodafone and Qatar Foundation LLC  in which the Group has a 51.0% equity
interest  owned 75% of the issued and outstanding share capital of Vodafone Qatar Q.S.C.,
representing 45% of the authorised share capital. On 10 May 2009, the previously unissued
authorised share capital was allotted to Qatari citizens by means of a public offering, following
which Vodafone and Qatar Foundation LLC owns 45% of Vodafone Qatar Q.S.C.s issued and outstanding
share capital. The Group has rights, both pre and post the public offering, through its
shareholding in Vodafone and Qatar Foundation LLC that enable it to control the strategic and
operating decisions of Vodafone Qatar Q.S.C.
 94   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
    
    
    21.7
    (2)Polkomtel S.A.
    
    Network operator
    
    Poland
    
    
    24.4Vodacom Group (Pty) Limited
    
    Holding company
    
    South Africa
    
    
    50.0Vodafone Fiji Limited
    
    Network operator
    
    Fiji
    
    
    49.0
    (3)Vodafone Omnitel N.V.(4)
    
    Network operator
    
    Netherlands
    
    
    76.9
    (5)
 Notes:(1)
    
    Rounded to nearest tenth of one percent.(2)
    
    Vodafone Essar, in which the Group has a 51.6% equity interest, owns 42.0% of Indus Towers
Limited.(3)
    
    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.(4)
    
    The principal place of operation of Vodafone Omnitel N.V. is Italy.(5)
    
    The Group considered the existence of substantive participating rights held by the minority
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.   2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mRevenue
    
    
    7,737
    
    
    
    6,448
    
    
    
    6,232Cost of sales
    
    
    (4,076
    )
    
    
    (3,225
    )
    
    
    (3,077
    )Gross profit
    
    
    3,661
    
    
    
    3,223
    
    
    
    3,155Selling, distribution and administrative expenses
    
    
    (1,447
    )
    
    
    (1,155
    )
    
    
    (1,121
    )Impairment losses
    
    
    
    
    
    
    
    
    
    
    (4,900
    )Operating profit/(loss)
    
    
    2,214
    
    
    
    2,068
    
    
    
    (2,866
    )Net financing costs
    
    
    (170
    )
    
    
    (119
    )
    
    
    46Profit/(loss) before tax
    
    
    2,044
    
    
    
    1,949
    
    
    
    (2,820
    )Income tax expense
    
    
    (564
    )
    
    
    (829
    )
    
    
    (614
    )Profit/(loss) for the financial year
    
    
    1,480
    
    
    
    1,120
    
    
    
    (3,434
    )
 2009
    
    
    2008£m
    
    
    £mNon-current assets
    
    
    22,688
    
    
    
    19,102Current assets
    
    
    1,148
    
    
    
    235Total assets
    
    
    23,836
    
    
    
    19,337Total shareholders funds
    
    
    20,079
    
    
    
    16,036Minority interests
    
    
    20
    
    
    
    13Total equity
    
    
    20,099
    
    
    
    16,049Non-current liabilities
    
    
    865
    
    
    
    352Current liabilities
    
    
    2,872
    
    
    
    2,936Total liabilities
    
    
    3,737
    
    
    
    3,288Total equity and liabilities
    
    
    23,836
    
    
    
    19,337
 Vodafone Group Plc 95




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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)(5)(6)
    
    Network operator
    
    Kenya
    
    
    40.0
 
 Notes:(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)
    
    Following completion of the share allocation for the public offering of 25% of Safaricoms
shares previously held by the Government of Kenya on 28 May 2008 and termination of the
shareholders agreement with the Government of Kenya the Group changed the consolidation status of
Safaricom from a joint venture to an associated undertaking.(5)
    
    During the year ended 31 March 2009, under an agreement with Mobitelea Ventures Limited, the
Group completed the purchase of a 5% indirect equity stake in Safaricom increasing the Groups
effective interest in Safaricom to 40%.(6)
    
    At 31 March 2009, the fair value of Safaricom Limited was KES 48 billion (£421 million) based
on the closing quoted share price on the Nairobi stock exchange.  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mRevenue
    
    
    19,307
    
    
    
    13,630
    
    
    
    12,919Share of result in associated undertakings
    
    
    4,091
    
    
    
    2,876
    
    
    
    2,728Share of discontinued operations in associated undertakings
    
    
    57
    
    
    
    
    
    
    
    
 2009
    
    
    2008£m
    
    
    £mNon-current assets
    
    
    50,732
    
    
    
    25,951Current assets
    
    
    4,641
    
    
    
    2,546Share of total assets
    
    
    55,373
    
    
    
    28,497Non-current liabilities
    
    
    8,668
    
    
    
    1,830Current liabilities
    
    
    11,394
    
    
    
    3,736Minority interests
    
    
    596
    
    
    
    386Share of total liabilities and minority interests
    
    
    20,658
    
    
    
    5,952Share of equity shareholders funds in associated undertakings
    
    
    34,715
    
    
    
    22,545
 
   2009
    
    
    2008£m
    
    
    £mListed securities:Equity securities
    
    
    3,931
    
    
    
    4,813Unlisted securities:Equity securities
    
    
    833
    
    
    
    949Public debt and bonds
    
    
    20
    
    
    
    24Other debt and bonds
    
    
    2,094
    
    
    
    1,352Cash held in restricted deposits
    
    
    182
    
    
    
    2297,060
    
    
    
    7,367
     96 Vodafone Group Plc




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##### Table of Contents



Financials
 
  2009
    
    
    2008£m
    
    
    £mGoods held for resale
    
    
    412
    
    
    
    417
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £m1 April
    
    
    118
    
    
    
    100
    
    
    
    97Exchange movements
    
    
    13
    
    
    
    11
    
    
    
    (2
    )Amounts (credited)/charged to the income statement
    
    
    (20
    )
    
    
    7
    
    
    
    531 March
    
    
    111
    
    
    
    118
    
    
    
    100
  
  2009
    
    
    2008£m
    
    
    £mIncluded within non-current assets:Trade receivables
    
    
    56
    
    
    
    49Other receivables
    
    
    423
    
    
    
    66Prepayments and accrued income
    
    
    132
    
    
    
    121Derivative financial instruments
    
    
    2,458
    
    
    
    8313,069
    
    
    
    1,067Included within current assets:Trade receivables
    
    
    3,751
    
    
    
    3,549Amounts owed by associated undertakings
    
    
    50
    
    
    
    21Other receivables
    
    
    744
    
    
    
    494Prepayments and accrued income
    
    
    2,868
    
    
    
    2,426Derivative financial instruments
    
    
    249
    
    
    
    617,662
    
    
    
    6,551
  2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £m1 April
    
    
    664
    
    
    
    473
    
    
    
    431Exchange movements
    
    
    101
    
    
    
    73
    
    
    
    (16
    )Amounts charged to administrative expenses
    
    
    423
    
    
    
    293
    
    
    
    201Trade receivables written off
    
    
    (314
    )
    
    
    (175
    )
    
    
    (143
    )31 March
    
    
    874
    
    
    
    664
    
    
    
    473
  2009
    
    
    2008£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for trading):Interest rate swaps
    
    
    16
    
    
    
    70Foreign exchange swaps
    
    
    104
    
    
    
    42120
    
    
    
    112Fair value hedges:Interest rate swaps
    
    
    2,587
    
    
    
    7802,707
    
    
    
    892
  Vodafone Group Plc 97




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##### Table of Contents



2009
    
    
    2008£m
    
    
    £mCash at bank and in hand
    
    
    811
    
    
    
    451Money market funds
    
    
    3,419
    
    
    
    477Repurchase agreements
    
    
    648
    
    
    
    478Commercial paper
    
    
    
    
    
    
    293Cash and cash equivalents as presented in the balance sheet
    
    
    4,878
    
    
    
    1,699Bank overdrafts
    
    
    (32
    )
    
    
    (47
    )Cash and cash equivalents as presented in the cash flow statement
    
    
    4,846
    
    
    
    1,652
  
  2009
    
    
    2008Number
    
    
    £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
    
    
    58,255,055,725
    
    
    
    4,182
    
    
    
    58,085,695,298
    
    
    
    4,172Allotted during the year
    
    
    51,227,991
    
    
    
    3
    
    
    
    169,360,427
    
    
    
    10Cancelled during the year
    
    
    (500,000,000
    )
    
    
    (32
    )
    
    
    
    
    
    
    31 March
    
    
    57,806,283,716
    
    
    
    4,153
    
    
    
    58,255,055,725
    
    
    
    4,182B shares allotted, issued and fully paid(2):1 April
    
    
    87,429,138
    
    
    
    13
    
    
    
    132,001,365
    
    
    
    20Redeemed during the year
    
    
    (87,429,138
    )
    
    
    (13
    )
    
    
    (44,572,227
    )
    
    
    (7
    )31 March
    
    
    
    
    
    
    
    
    
    
    87,429,138
    
    
    
    13
 
 Notes:(1)
    
    At 31 March 2009, the Group held 5,322,411,101 (2008: 5,132,496,335) treasury shares with a
nominal value of £382 million (2008: £368 million). The market value of shares held was £6,533
million (2008: £7,745 million). During the year, 41,146,589 (2008: 101,466,161) treasury shares
were reissued under Group share option schemes.(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 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. B shareholders that chose
future redemption were entitled to receive a continuing non-cumulative dividend of 75 per cent of
sterling LIBOR payable semi-annually in arrear until they were redeemed. The continuing B share
dividend is shown within financing costs in the income statement.By 31 March 2009, total capital of £9,026 million had been returned to shareholders, £5,735
million by way of capital redemption and £3,291 million by way of initial dividend (note 21).
During the period, a transfer of £15 million (2008: £7 million) in respect of the B shares has been
made from retained losses (note 23) to the capital redemption reserve (note 21). The redemptions
and initial dividend are shown within cash flows from financing activities in the cash flow
statement.  Nominal
    
    
    Netvalue
    
    
    proceedsNumber
    
    
    £m
    
    
    £mUK share awards and option scheme awards
    
    
    49,130,811
    
    
    
    3
    
    
    
    72US share awards and option scheme awards
    
    
    2,097,180
    
    
    
    
    
    
    
    5Total for share awards and option scheme awards
    
    
    51,227,991
    
    
    
    3
    
    
    
    77
 98 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 sharesave plan
  Vodafone Group executive plans
    Other share option plans
   Vodafone share incentive plan
  Vodafone Group global allshare plan
  Vodafone Group executive plans
    ADS
    
    
    Ordinary2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions
    
    
    Millions1 April
    
    
    1
    
    
    
    3
    
    
    
    8
    
    
    
    373
    
    
    
    584
    
    
    
    787Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    46
    
    
    
    65Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    (30
    )
    
    
    (31
    )Exercised during the year
    
    
    
    
    
    
    (1
    )
    
    
    (3
    )
    
    
    (16
    )
    
    
    (204
    )
    
    
    (179
    )Expired during the year
    
    
    
    
    
    
    (1
    )
    
    
    (2
    )
    
    
    (19
    )
    
    
    (23
    )
    
    
    (58
    )31 March
    
    
    1
    
    
    
    1
    
    
    
    3
    
    
    
    334
    
    
    
    373
    
    
    
    584Weighted average exercise price:1 April
    
    
    $18.15
    
    
    
    $21.46
    
    
    
    $26.53
    
    
    
    £1.42
    
    
    
    £1.35
    
    
    
    £1.32Granted during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.21
    
    
    
    £1.63
    
    
    
    £1.12Forfeited during the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    £1.47
    
    
    
    £1.67
    
    
    
    £1.26Exercised during the year
    
    
    
    
    
    
    $19.52
    
    
    
    $18.50
    
    
    
    £1.09
    
    
    
    £1.20
    
    
    
    £1.05Expired during the year
    
    
    
    
    
    
    $28.50
    
    
    
    $41.86
    
    
    
    £1.55
    
    
    
    £1.72
    
    
    
    £1.6831 March
    
    
    $15.37
    
    
    
    $18.15
    
    
    
    $21.46
    
    
    
    £1.41
    
    
    
    £1.42
    
    
    
    £1.35
 Vodafone Group Plc 99




---



##### 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
    
    
    9
    
    
    
    £0.92
    
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    £1.01
 £2.00
    
    
    13
    
    
    
    £1.24
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    £1.11
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    Vodafone Group executive plans:£1.01
 £2.00
    
    
    9
    
    
    
    £1.58
    
    
    
    28
    
    
    
    9
    
    
    
    £1.58
    
    
    
    28£2.01
 £3.00
    
    
    20
    
    
    
    £2.76
    
    
    
    13
    
    
    
    20
    
    
    
    £2.76
    
    
    
    1329
    
    
    
    £2.39
    
    
    
    18
    
    
    
    29
    
    
    
    £2.39
    
    
    
    18Vodafone Group 1999 long term stock incentive plan:£0.01
 £1.00
    
    
    62
    
    
    
    £0.90
    
    
    
    39
    
    
    
    62
    
    
    
    £0.90
    
    
    
    39£1.01
 £2.00
    
    
    219
    
    
    
    £1.46
    
    
    
    58
    
    
    
    148
    
    
    
    £1.48
    
    
    
    41281
    
    
    
    £1.34
    
    
    
    54
    
    
    
    210
    
    
    
    £1.31
    
    
    
    40Other share option plans:£1.01
 £2.00
    
    
    1
    
    
    
    £1.14
    
    
    
    35
    
    
    
    1
    
    
    
    £1.14
    
    
    
    35Greater than £3.01
    
    
    1
    
    
    
    £2.47
    
    
    
    31
    
    
    
    1
    
    
    
    £2.47
    
    
    
    312
    
    
    
    £1.77
    
    
    
    33
    
    
    
    2
    
    
    
    £1.77
    
    
    
    33Vodafone Group 1999 long term stock incentive plan:$10.01  $30.00
    
    
    1
    
    
    
    $15.37
    
    
    
    43
    
    
    
    1
    
    
    
    $15.05
    
    
    
    42
  ADS options
    
    
    Ordinary share optionsBoard of directors andOther(1)
    
    
    Executive Committee(1)
    
    
    Other2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Expected life of option (years)
    
    
    4-5
    
    
    
    5-6
    
    
    
    4-5
    
    
    
    5-6
    
    
    
    3-5
    
    
    
    4-5
    
    
    
    5-7Expected share price volatility
    
    
    25.5-33.5
    %
    
    
    27.3-28.3
    %
    
    
    25.7-27.7
    %
    
    
    24.0-27.7
    %
    
    
    30.9-31.0
    %
    
    
    25.5-33.5
    %
    
    
    25.5-28.3
    %Dividend yield
    
    
    3.8-4.2
    %
    
    
    5.1-5.5
    %
    
    
    4.0-4.4
    %
    
    
    4.8-5.5
    %
    
    
    5.04
    %
    
    
    3.8-4.2
    %
    
    
    5.1-6.1
    %Risk free rates
    
    
    4.4-5.7
    %
    
    
    4.8
    %
    
    
    5.5
    %
    
    
    4.7-4.9
    %
    
    
    4.9
    %
    
    
    4.4-5.7
    %
    
    
    4.6-4.9
    %Exercise price(2)
    
    £
    1.67-1.76
    
    
    
    £1.15
    
    
    
    £1.68
    
    
    £
    1.15-1.36
    
    
    
    £1.21
    
    
    £
    1.67-1.76
    
    
    £
    1.14-1.16
 
 Notes:(1)
    
    There were no options granted in the year ended 31 March 2009.(2)
    
    In the years ended 31 March 2008 and 31 March 2007, 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 2008
    
    
    34
    
    
    
    £1.30
    
    
    
    213
    
    
    
    £1.16
    
    
    
    247
    
    
    
    £1.18Granted
    
    
    17
    
    
    
    £1.32
    
    
    
    155
    
    
    
    £1.05
    
    
    
    172
    
    
    
    £1.08Vested
    
    
    (16
    )
    
    
    £1.04
    
    
    
    (58
    )
    
    
    £1.15
    
    
    
    (74
    )
    
    
    £1.13Forfeited
    
    
    (3
    )
    
    
    £1.38
    
    
    
    (22
    )
    
    
    £1.07
    
    
    
    (25
    )
    
    
    £1.1031 March 2009
    
    
    32
    
    
    
    £1.43
    
    
    
    288
    
    
    
    £1.11
    
    
    
    320
    
    
    
    £1.15
      100 Vodafone Group Plc




---



##### Table of Contents



Financials
 
  Share
    
    
    
    
    
    
    Additional
    
    
    Capitalpremium
    
    
    Own shares
    
    
    paid-in
    
    
    redemptionaccount
    
    
    held
    
    
    capital
    
    
    reserve£m
    
    
    £m
    
    
    £m
    
    
    £m1 April 2006
    
    
    52,444
    
    
    
    (8,198
    )
    
    
    100,152
    
    
    
    128Issue of new shares
    
    
    154
    
    
    
    
    
    
    
    (44
    )
    
    
    Own shares released on vesting of share awards
    
    
    
    
    
    
    151
    
    
    
    
    
    
    
    Share consolidation
    
    
    (9,026
    )
    
    
    
    
    
    
    
    
    
    
    B share capital redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,713B share preference dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,291Share-based payment charge, inclusive of tax charge of £16 million
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    31 March 2007
    
    
    43,572
    
    
    
    (8,047
    )
    
    
    100,185
    
    
    
    9,132Issue of new shares
    
    
    263
    
    
    
    
    
    
    
    (134
    )
    
    
    Own shares released on vesting of share awards
    
    
    14
    
    
    
    191
    
    
    
    (14
    )B share capital redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7Transfer of B share nominal value in respect of own shares deferred and cancelled
    
    
    (915
    )
    
    
    
    
    
    
    
    
    
    
    915Share-based payment charge, inclusive of tax credit of £7 million
    
    
    
    
    
    
    
    
    
    
    114
    
    
    
    31 March 2008
    
    
    42,934
    
    
    
    (7,856
    )
    
    
    100,151
    
    
    
    10,054Issue of new shares
    
    
    74
    
    
    
    
    
    
    
    (70
    )
    
    
    Own shares released on vesting of share awards
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    Purchase of own shares
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    Cancellation of own shares held
    
    
    
    
    
    
    755
    
    
    
    
    
    
    
    32Other receipts from reissue of own shares
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    BEE(1) initial share-based payment charge
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    B share capital redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15Share-based payment charge, inclusive of tax charge of £9 million
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    31 March 2009
    
    
    43,008
    
    
    
    (8,036
    )
    
    
    100,239
    
    
    
    10,101
 
 Note:(1)
    
    BEE refers to the broad based black economic empowerment transaction undertaken by Vodacom in
South Africa. 
  Available-for-sale
    
    
    AssetTranslation
    
    
    Pensions
    
    
    investments
    
    
    revaluationreserve
    
    
    reserve
    
    
    reserve
    
    
    surplus
    
    
    Other
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m1 April 2006 (restated)
    
    
    3,118
    
    
    
    (109
    )
    
    
    1,044
    
    
    
    112
    
    
    
    
    
    
    
    4,165(Losses)/gains arising in the year
    
    
    (3,802
    )
    
    
    65
    
    
    
    2,108
    
    
    
    
    
    
    
    
    
    
    
    (1,629
    )Transfer to the income statement on disposal (restated)
    
    
    763
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763Tax effect
    
    
    22
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731 March 2007
    
    
    101
    
    
    
    (59
    )
    
    
    3,152
    
    
    
    112
    
    
    
    
    
    
    
    3,306Gains/(losses) arising in the year
    
    
    5,827
    
    
    
    (47
    )
    
    
    1,949
    
    
    
    
    
    
    
    37
    
    
    
    7,766Transfer to the income statement on disposal
    
    
    (7
    )
    
    
    
    
    
    
    (570
    )
    
    
    
    
    
    
    
    
    
    
    (577
    )Tax effect
    
    
    53
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6331 March 2008
    
    
    5,974
    
    
    
    (96
    )
    
    
    4,531
    
    
    
    112
    
    
    
    37
    
    
    
    10,558Gains/(losses) arising in the year
    
    
    12,614
    
    
    
    (220
    )
    
    
    (2,383
    )
    
    
    68
    
    
    
    (56
    )
    
    
    10,023Transfer to the income statement on disposal
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )Tax effect
    
    
    (134
    )
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    (61
    )31 March 2009
    
    
    18,451
    
    
    
    (259
    )
    
    
    2,148
    
    
    
    180
    
    
    
    (3
    )
    
    
    20,517
 
  Restated2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £m1 April
    
    
    (81,980
    )
    
    
    (85,253
    )
    
    
    (67,431
    )Profit/(loss) for the financial year
    
    
    3,078
    
    
    
    6,660
    
    
    
    (5,351
    )Equity dividends (note 7)
    
    
    (4,017
    )
    
    
    (3,653
    )
    
    
    (3,566
    )Loss on issue of treasury shares
    
    
    (44
    )
    
    
    (60
    )
    
    
    (43
    )B share capital redemption
    
    
    (15
    )
    
    
    (7
    )
    
    
    (5,713
    )B share preference dividend
    
    
    
    
    
    
    
    
    
    
    (3,291
    )Cancellation of shares
    
    
    (755
    )
    
    
    
    
    
    
    Equity put rights and similar obligations(1)
    
    
    
    
    
    
    333
    
    
    
    142Transactions with minority shareholders
    
    
    (87
    )
    
    
    
    
    
    
    31 March
    
    
    (83,820
    )
    
    
    (81,980
    )
    
    
    (85,253
    )
 
 Note:(1)
    
    In the year ended 31 March 2008, a charge of £333 million, representing the fair value of put
options granted by the Group over the Essar groups interest in Vodafone Essar, has been recognised
as an expense. The offsetting credit was recognised in retained losses, as no equivalent liability
arose in respect of the fair value of the put options granted. Vodafone Group Plc 101




---



##### Table of Contents



2009
    
    
    2008£m
    
    
    £mCash and cash equivalents
    
    
    (4,878
    )
    
    
    (1,699
    )Derivative financial instruments
    
    
    (2,272
    )
    
    
    (348
    )Borrowings
    
    
    41,373
    
    
    
    27,194Net debt
    
    
    34,223
    
    
    
    25,147Equity
    
    
    84,777
    
    
    
    76,471Capital
    
    
    119,000
    
    
    
    101,618
      Credit risk
  2009
    
    
    2008£m
    
    
    £mBank deposits
    
    
    811
    
    
    
    451Repurchase agreements
    
    
    648
    
    
    
    478Money market fund investments
    
    
    3,419
    
    
    
    477Commercial paper investments
    
    
    
    
    
    
    293Derivative financial instruments
    
    
    2,707
    
    
    
    892Other investments  debt and bonds
    
    
    2,114
    
    
    
    1,376Trade receivables
    
    
    3,807
    
    
    
    3,59813,506
    
    
    
    7,565
 2009
    
    
    2008£m
    
    
    £mSovereign
    
    
    544
    
    
    
    418Supranational
    
    
    104
    
    
    
    60648
    
    
    
    478
   2009
    
    
    2008£m
    
    
    £mCash collateral
    
    
    691
    
    
    
    
   2009
    
    
    2008£m
    
    
    £m30 days or less
    
    
    1,430
    
    
    
    1,714Between 31
 60 days
    
    
    131
    
    
    
    117Between 61
 180 days
    
    
    121
    
    
    
    115Greater than 180 days
    
    
    138
    
    
    
    1061,820
    
    
    
    2,052
   102 Vodafone Group Plc




---



##### Table of Contents



Financials
  Liquidity risk
     Market risk
 Interest rate management
   Foreign exchange management
    
   2009£mEuro 12% change  Operating profit
    
    
    347US dollar 17% change  Operating profit
    
    
    632
  Equity risk
   Vodafone Group Plc 103




---



##### Table of Contents



2009
    
    
    2008Short 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
    
    
    893
    
    
    
    5,159
    
    
    
    6,052
    
    
    
    806
    
    
    
    2,669
    
    
    
    3,475Bank overdrafts
    
    
    32
    
    
    
    
    
    
    
    32
    
    
    
    47
    
    
    
    
    
    
    
    47Redeemable preference shares
    
    
    
    
    
    
    1,453
    
    
    
    1,453
    
    
    
    
    
    
    
    985
    
    
    
    985Commercial paper
    
    
    2,659
    
    
    
    
    
    
    
    2,659
    
    
    
    1,443
    
    
    
    
    
    
    
    1,443Bonds
    
    
    515
    
    
    
    8,064
    
    
    
    8,579
    
    
    
    1,125
    
    
    
    4,439
    
    
    
    5,564Other liabilities(1)
    
    
    1,015
    
    
    
    4,122
    
    
    
    5,137
    
    
    
    306
    
    
    
    3,005
    
    
    
    3,311Bonds in fair value hedge relationships
    
    
    4,510
    
    
    
    12,951
    
    
    
    17,461
    
    
    
    805
    
    
    
    11,564
    
    
    
    12,3699,624
    
    
    
    31,749
    
    
    
    41,373
    
    
    
    4,532
    
    
    
    22,662
    
    
    
    27,194
 
 Note:(1)
    
    At 31 March 2009, amount includes £691 million (2008: £nil) in relation to collateral support
agreements.  Sterling equivalentnominal value
    
    
    Fair value
    
    
    Carrying value2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost
    
    
    5,131
    
    
    
    3,731
    
    
    
    5,108
    
    
    
    3,715
    
    
    
    5,114
    
    
    
    3,727Bonds in fair value hedge relationships:
    
    
    4,320
    
    
    
    802
    
    
    
    4,397
    
    
    
    800
    
    
    
    4,510
    
    
    
    8054.25% euro 1,859 million bonds due May 2009
    
    
    1,720
    
    
    
    
    
    
    
    1,722
    
    
    
    
    
    
    
    1,780
    
    
    
    4.75% euro 859 million bond due May 2009
    
    
    794
    
    
    
    
    
    
    
    798
    
    
    
    
    
    
    
    831
    
    
    
    7.75% US dollar 2,582 million bond due February 2010
    
    
    1,806
    
    
    
    
    
    
    
    1,877
    
    
    
    
    
    
    
    1,899
    
    
    
    5.5% euro 400 million bond due July 2008
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    396.25% sterling 400 million bond due July 2008
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    3976.65% US dollar 500 million bond due May 2008
    
    
    
    
    
    
    126
    
    
    
    
    
    
    
    126
    
    
    
    
    
    
    
    1304.0% euro 300 million bond due January 2009
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    239Short term borrowings
    
    
    9,451
    
    
    
    4,533
    
    
    
    9,505
    
    
    
    4,515
    
    
    
    9,624
    
    
    
    4,532
 104 Vodafone Group Plc




---



##### Table of Contents



Financials
  Sterling equivalentnominal value
    
    
    Fair value
    
    
    Carrying value2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mFinancial liabilities measured at amortised cost:Bank loans
    
    
    4,993
    
    
    
    2,640
    
    
    
    5,159
    
    
    
    2,669
    
    
    
    5,159
    
    
    
    2,669Redeemable preference shares
    
    
    1,237
    
    
    
    906
    
    
    
    1,453
    
    
    
    985
    
    
    
    1,453
    
    
    
    985Bonds:
    
    
    6,976
    
    
    
    4,368
    
    
    
    6,559
    
    
    
    4,256
    
    
    
    8,064
    
    
    
    4,439Euro floating rate note due February 2010
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    240US dollar floating rate note due June 2011
    
    
    245
    
    
    
    176
    
    
    
    227
    
    
    
    227
    
    
    
    245
    
    
    
    176Euro floating rate note due January 2012
    
    
    1,203
    
    
    
    1,035
    
    
    
    1,136
    
    
    
    1,007
    
    
    
    1,218
    
    
    
    1,046US dollar floating rate note due February 2012
    
    
    350
    
    
    
    252
    
    
    
    322
    
    
    
    236
    
    
    
    350
    
    
    
    253Czech Krona floating rate note due June 2013
    
    
    18
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    18
    
    
    
    Euro floating rate note due September 2013
    
    
    786
    
    
    
    676
    
    
    
    714
    
    
    
    644
    
    
    
    788
    
    
    
    679Euro floating rate note due June 2014
    
    
    1,157
    
    
    
    995
    
    
    
    1,029
    
    
    
    930
    
    
    
    1,158
    
    
    
    9985.125% euro 500 million bond due April 2015
    
    
    463
    
    
    
    398
    
    
    
    470
    
    
    
    397
    
    
    
    495
    
    
    
    4275% euro 750 million bond due June 2018
    
    
    694
    
    
    
    597
    
    
    
    699
    
    
    
    578
    
    
    
    721
    
    
    
    6207.875% US dollar 750 million bond due February 2030(1)
    
    
    525
    
    
    
    
    
    
    
    577
    
    
    
    
    
    
    
    876
    
    
    
    6.25% US dollar 495 million bond due November 2032(1)
    
    
    346
    
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    485
    
    
    
    6.15% US dollar 1,700 million bond due February 2037(1)
    
    
    1,189
    
    
    
    
    
    
    
    1,034
    
    
    
    
    
    
    
    1,710
    
    
    
    Other liabilities(2)
    
    
    4,314
    
    
    
    3,262
    
    
    
    4,186
    
    
    
    3,044
    
    
    
    4,122
    
    
    
    3,005Bonds in fair value hedge relationships:
    
    
    11,823
    
    
    
    10,863
    
    
    
    11,982
    
    
    
    10,823
    
    
    
    12,951
    
    
    
    11,5644.25% euro 1,900 million bond due May 2009
    
    
    
    
    
    
    1,512
    
    
    
    
    
    
    
    1,509
    
    
    
    
    
    
    
    1,5434.75% euro 859 million bond due May 2009
    
    
    
    
    
    
    683
    
    
    
    
    
    
    
    695
    
    
    
    
    
    
    
    7097.75% US dollar 2,725 million bond due February 2010
    
    
    
    
    
    
    1,372
    
    
    
    
    
    
    
    1,466
    
    
    
    
    
    
    
    1,4925.875% euro 1,250 million bond due June 2010
    
    
    1,157
    
    
    
    
    
    
    
    1,195
    
    
    
    
    
    
    
    1,258
    
    
    
    5.5% US dollar 750 million bond due June 2011
    
    
    525
    
    
    
    378
    
    
    
    544
    
    
    
    386
    
    
    
    575
    
    
    
    4105.35% US dollar 500 million bond due February 2012
    
    
    350
    
    
    
    252
    
    
    
    357
    
    
    
    255
    
    
    
    385
    
    
    
    2713.625% euro 750 million bond due November 2012
    
    
    694
    
    
    
    597
    
    
    
    689
    
    
    
    564
    
    
    
    726
    
    
    
    5843.625% euro 250 million bond due November 2012
    
    
    231
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    241
    
    
    
    6.75% Australian dollar 265 million bond due January 2013
    
    
    128
    
    
    
    122
    
    
    
    127
    
    
    
    121
    
    
    
    140
    
    
    
    1195.0% US dollar 1,000 million bond due December 2013
    
    
    699
    
    
    
    503
    
    
    
    713
    
    
    
    532
    
    
    
    786
    
    
    
    5416.875% euro 1,000 million bond due December 2013
    
    
    925
    
    
    
    
    
    
    
    1,005
    
    
    
    
    
    
    
    973
    
    
    
    4.625% sterling 350 million bond due September 2014
    
    
    350
    
    
    
    350
    
    
    
    352
    
    
    
    319
    
    
    
    381
    
    
    
    3474.625% sterling 525 million bond due September 2014
    
    
    525
    
    
    
    
    
    
    
    526
    
    
    
    
    
    
    
    519
    
    
    
    2.15% Japanese yen 3,000 billion bond due April 2015
    
    
    21
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    22
    
    
    
    5.375% US dollar 900 million bond due January 2015
    
    
    630
    
    
    
    453
    
    
    
    632
    
    
    
    461
    
    
    
    711
    
    
    
    4835.0% US dollar 750 million bond due September 2015
    
    
    525
    
    
    
    378
    
    
    
    516
    
    
    
    419
    
    
    
    598
    
    
    
    4066.25% euro 1,250 million bond due January 2016
    
    
    1,157
    
    
    
    
    
    
    
    1,208
    
    
    
    
    
    
    
    1,182
    
    
    
    5.75% US dollar 750 million bond due March 2016
    
    
    525
    
    
    
    378
    
    
    
    527
    
    
    
    375
    
    
    
    614
    
    
    
    4154.75% euro 500 million bond due June 2016
    
    
    463
    
    
    
    398
    
    
    
    448
    
    
    
    378
    
    
    
    512
    
    
    
    4095.625% US dollar 1,300 million bond due February 2017
    
    
    909
    
    
    
    654
    
    
    
    904
    
    
    
    640
    
    
    
    1,070
    
    
    
    7164.625% US dollar 500 million bond due July 2018
    
    
    350
    
    
    
    252
    
    
    
    315
    
    
    
    227
    
    
    
    392
    
    
    
    2578.125% sterling 450 million bond due November 2018
    
    
    450
    
    
    
    
    
    
    
    535
    
    
    
    
    
    
    
    483
    
    
    
    5.375% euro 500 million bond June 2022
    
    
    463
    
    
    
    398
    
    
    
    433
    
    
    
    374
    
    
    
    534
    
    
    
    4205.625% sterling 250 million bond due December 2025
    
    
    250
    
    
    
    250
    
    
    
    234
    
    
    
    220
    
    
    
    287
    
    
    
    2596.6324% euro 50 million bond due December 2028
    
    
    46
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    50
    
    
    
    7.875% US dollar 750 million bond due February 2030(1)
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    409
    
    
    
    
    
    
    
    5145.9% sterling 450 million bond due November 2032
    
    
    450
    
    
    
    450
    
    
    
    424
    
    
    
    410
    
    
    
    512
    
    
    
    4586.25% US dollar 495 million bond due November 2032(1)
    
    
    
    
    
    
    249
    
    
    
    
    
    
    
    258
    
    
    
    
    
    
    
    2756.15% US dollar 1,700 million bond due February 2037(1)
    
    
    
    
    
    
    856
    
    
    
    
    
    
    
    805
    
    
    
    
    
    
    
    936Long term borrowings
    
    
    29,343
    
    
    
    22,039
    
    
    
    29,339
    
    
    
    21,777
    
    
    
    31,749
    
    
    
    22,662
 
 Notes:(1)
    
    During the year ended 31 March 2009, fair value hedge relationships relating to bonds with
nominal value US$2,945 million (£2,060 million) were de-designated.(2)
    
    Amount at 31 March 2009 includes £3,606 million (2008: £2,476 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 between US$1 billion and US$5 billion worth of Vodafone Essar
shares at an independently appraised fair market value.   Vodafone Group Plc 105




---



##### Table of Contents



Redeemable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loans in fairBank
    
    
    preference
    
    
    Commercial
    
    
    
    
    
    
    Other
    
    
    value hedgeloans
    
    
    shares
    
    
    Paper
    
    
    Bonds
    
    
    liabilities
    
    
    relationships
    
    
    Total£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mWithin 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
    
    
    
    41,373Within one year
    
    
    838
    
    
    
    43
    
    
    
    1,457
    
    
    
    1,368
    
    
    
    343
    
    
    
    1,443
    
    
    
    5,492In one to two years
    
    
    369
    
    
    
    104
    
    
    
    
    
    
    
    464
    
    
    
    122
    
    
    
    4,168
    
    
    
    5,227In two to three years
    
    
    1,490
    
    
    
    77
    
    
    
    
    
    
    
    214
    
    
    
    2,744
    
    
    
    398
    
    
    
    4,923In three to four years
    
    
    346
    
    
    
    43
    
    
    
    
    
    
    
    1,671
    
    
    
    12
    
    
    
    1,016
    
    
    
    3,088In four to five years
    
    
    142
    
    
    
    43
    
    
    
    
    
    
    
    139
    
    
    
    234
    
    
    
    1,082
    
    
    
    1,640In more than five years
    
    
    423
    
    
    
    1,132
    
    
    
    
    
    
    
    2,990
    
    
    
    163
    
    
    
    9,459
    
    
    
    14,1673,608
    
    
    
    1,442
    
    
    
    1,457
    
    
    
    6,846
    
    
    
    3,618
    
    
    
    17,566
    
    
    
    34,537Effect of discount/financing rates
    
    
    (133
    )
    
    
    (457
    )
    
    
    (14
    )
    
    
    (1,282
    )
    
    
    (260
    )
    
    
    (5,197
    )
    
    
    (7,343
    )31 March 2008
    
    
    3,475
    
    
    
    985
    
    
    
    1,443
    
    
    
    5,564
    
    
    
    3,358
    
    
    
    12,369
    
    
    
    27,194
  2009
    
    
    2008Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mWithin one year
    
    
    9,003
    
    
    
    9,231
    
    
    
    14,931
    
    
    
    14,749In one to two years
    
    
    592
    
    
    
    668
    
    
    
    433
    
    
    
    644In two to three years
    
    
    739
    
    
    
    609
    
    
    
    378
    
    
    
    441In three to four years
    
    
    765
    
    
    
    603
    
    
    
    399
    
    
    
    430In four to five years
    
    
    743
    
    
    
    577
    
    
    
    380
    
    
    
    406In more than five years
    
    
    7,062
    
    
    
    5,129
    
    
    
    3,662
    
    
    
    4,63718,904
    
    
    
    16,817
    
    
    
    20,183
    
    
    
    21,307
  2009
    
    
    2008Payable
    
    
    Receivable
    
    
    Payable
    
    
    Receivable£m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    
    
    
    
    6,039
    
    
    
    2,126
    
    
    
    8,262Euro
    
    
    5,595
    
    
    
    13
    
    
    
    10,111
    
    
    
    US dollar
    
    
    2,527
    
    
    
    1,127
    
    
    
    2,076
    
    
    
    4,992Japanese yen
    
    
    214
    
    
    
    20
    
    
    
    27
    
    
    
    15Other
    
    
    81
    
    
    
    1,285
    
    
    
    42
    
    
    
    7978,417
    
    
    
    8,484
    
    
    
    14,382
    
    
    
    14,066
   2009
    
    
    2008£m
    
    
    £mWithin one year
    
    
    10
    
    
    
    9In two to five years
    
    
    42
    
    
    
    37In more than five years
    
    
    18
    
    
    
    24
 106      Vodafone Group Plc




---



##### Table of Contents



Financials
  Total
    
    
    Floating rate
    
    
    Fixed rate
    
    
    Otherborrowings
    
    
    borrowings
    
    
    borrowings
    (1)
    
    borrowings
    (2)Currency
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mSterling
    
    
    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
    
    
    
    3,606Sterling
    
    
    1,563
    
    
    
    1,563
    
    
    
    
    
    
    
    Euro
    
    
    10,787
    
    
    
    9,673
    
    
    
    1,114
    
    
    
    US dollar
    
    
    10,932
    
    
    
    8,456
    
    
    
    
    
    
    
    2,476Japanese yen
    
    
    1,516
    
    
    
    1,516
    
    
    
    
    
    
    
    Other
    
    
    2,396
    
    
    
    2,396
    
    
    
    
    
    
    
    31 March 2008
    
    
    27,194
    
    
    
    23,604
    
    
    
    1,114
    
    
    
    2,476
 
 Notes:(1)
    
    The weighted average interest rate for the Groups
euro denominated fixed rate borrowings is 5.1% (2008:
5.1%). The weighted average time for which the rates are
fixed is 6.7 years (2008: 8.8 years). The weighted
average interest rate for the Groups US dollar
denominated fixed rate borrowings is 6.6%. The weighted
average time for which the rates are fixed is 25.4
years. The Group had no US dollar fixed rate borrowings in
2008. The weighted average interest rate for the
Groups other currency fixed rate borrowings is 10.1%.
The weighted average time for which the rates are
fixed is 2.5 years. The Group had no other currency
fixed rate borrowings in 2008.(2)
    
    Other borrowings of £3,606 million (2008: £2,476
million) are the liabilities arising under put options
granted over direct and indirect interests in Vodafone
Essar.       
    
    
  
  Redeemable preference shares
   Vodafone Group Plc 107




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mDefined contribution schemes
    
    
    73
    
    
    
    63
    
    
    
    32Defined benefit schemes
    
    
    40
    
    
    
    28
    
    
    
    62Total amount charged to the
income statement (note 36)
    
    
    113
    
    
    
    91
    
    
    
    94
   2009(1)
    
    2008(1)
    
    2007(1)Weighted average actuarial
assumptions used at 31 March:Rate of inflation
    
    
    2.6
    %
    
    
    3.1
    %
    
    
    2.7
    %Rate of increase in salaries
    
    
    3.7
    %
    
    
    4.3
    %
    
    
    4.4
    %Rate of increase in pensions in
payment and deferred pensions
    
    
    2.6
    %
    
    
    3.1
    %
    
    
    2.7
    %Discount rate
    
    
    6.3
    %
    
    
    6.1
    %
    
    
    5.1
    %Expected rates of return:Equities
    
    
    8.4
    %
    
    
    8.0
    %
    
    
    7.8
    %Bonds(2)
    
    
    5.7
    %
    
    
    4.4
    %
    
    
    4.8
    %Other assets
    
    
    3.7
    %
    
    
    1.3
    %
    
    
    5.3
    %\
 
 Notes:(1)
    
    Figures shown represent a weighted average assumption of the individual schemes.(2)
    
    For the year ended 31 March 2009 the expected rate of return for bonds consisted of a 6.1% rate
of return for corporate bonds (2008: 4.7%, 2007: 5.1%) and a 4.0% rate of return for government
bonds (2008: 3.5%, 2007: 4.0%).
 2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mCurrent service cost
    
    
    46
    
    
    
    53
    
    
    
    74Interest cost
    
    
    83
    
    
    
    69
    
    
    
    61Expected return on pension assets
    
    
    (92
    )
    
    
    (89
    )
    
    
    (73
    )Curtailment
    
    
    3
    
    
    
    (5
    )
    
    
    Total included within staff costs
    
    
    40
    
    
    
    28
    
    
    
    62Actuarial losses/(gains) recognised
in the consolidated SORIE
    
    
    220
    
    
    
    47
    
    
    
    (65
    )Cumulative actuarial losses recognised
in the consolidated SORIE
    
    
    347
    
    
    
    127
    
    
    
    80
   108 Vodafone Group Plc




---



##### Table of Contents



Financials
   2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mMovement in pension assets:1 April
    
    
    1,271
    
    
    
    1,251
    
    
    
    1,123Exchange rate movements
    
    
    50
    
    
    
    50
    
    
    
    (7
    )Expected return on pension assets
    
    
    92
    
    
    
    89
    
    
    
    73Actuarial (losses)/gains
    
    
    (381
    )
    
    
    (176
    )
    
    
    26Employer cash contributions
    
    
    98
    
    
    
    86
    
    
    
    55Member cash contributions
    
    
    15
    
    
    
    13
    
    
    
    13Benefits paid
    
    
    (45
    )
    
    
    (42
    )
    
    
    (32
    )31 March
    
    
    1,100
    
    
    
    1,271
    
    
    
    1,251Movement in pension liabilities:1 April
    
    
    1,310
    
    
    
    1,292
    
    
    
    1,224Exchange rate movements
    
    
    69
    
    
    
    60
    
    
    
    (13
    )Arising on acquisition
    
    
    33
    
    
    
    
    
    
    
    Current service cost
    
    
    46
    
    
    
    53
    
    
    
    74Interest cost
    
    
    83
    
    
    
    69
    
    
    
    61Member cash contributions
    
    
    15
    
    
    
    13
    
    
    
    13Actuarial gains
    
    
    (161
    )
    
    
    (129
    )
    
    
    (39
    )Benefits paid
    
    
    (45
    )
    
    
    (42
    )
    
    
    (32
    )Other movements
    
    
    (18
    )
    
    
    (6
    )
    
    
    431 March
    
    
    1,332
    
    
    
    1,310
    
    
    
    1,292
  UK
    
    
    Group2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mAnalysis of net
assets/(deficits):Total fair value of
scheme assets
    
    
    755
    
    
    
    934
    
    
    
    954
    
    
    
    835
    
    
    
    628
    
    
    
    1,100
    
    
    
    1,271
    
    
    
    1,251
    
    
    
    1,123
    
    
    
    874Present value of
funded scheme liabilities
    
    
    (815
    )
    
    
    (902
    )
    
    
    (901
    )
    
    
    (847
    )
    
    
    (619
    )
    
    
    (1,196
    )
    
    
    (1,217
    )
    
    
    (1,194
    )
    
    
    (1,128
    )
    
    
    (918
    )Net
(deficit)/assets
for
funded schemes
    
    
    (60
    )
    
    
    32
    
    
    
    53
    
    
    
    (12
    )
    
    
    9
    
    
    
    (96
    )
    
    
    54
    
    
    
    57
    
    
    
    (5
    )
    
    
    (44
    )Present value of
unfunded
scheme liabilities
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (136
    )
    
    
    (93
    )
    
    
    (98
    )
    
    
    (96
    )
    
    
    (80
    )Net (deficit)/assets
    
    
    (68
    )
    
    
    32
    
    
    
    53
    
    
    
    (12
    )
    
    
    9
    
    
    
    (232
    )
    
    
    (39
    )
    
    
    (41
    )
    
    
    (101
    )
    
    
    (124
    )Net
assets/(deficit)
are analysed as:Assets
    
    
    
    
    
    
    32
    
    
    
    53
    
    
    
    
    
    
    
    9
    
    
    
    8
    
    
    
    65
    
    
    
    82
    
    
    
    19
    
    
    
    12Liabilities
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    (12
    )
    
    
    
    
    
    
    (240
    )
    
    
    (104
    )
    
    
    (123
    )
    
    
    (120
    )
    
    
    (136
    )
   2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mActual return on pension assets
    
    
    (289
    )
    
    
    (87
    )
    
    
    99Analysis of pension assets at 31 March is
as follows:
    
    
    %
    
    
    
    %
    
    
    
    %Equities
    
    
    55.6
    
    
    
    68.5
    
    
    
    72.1Bonds
    
    
    41.9
    
    
    
    17.7
    
    
    
    27.5Property
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.4Other
    
    
    2.1
    
    
    
    13.5
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
   2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mExperience adjustments on
pension liabilities:Amount
    
    
    6
    
    
    
    (5
    )
    
    
    (2
    )
    
    
    (4
    )
    
    
    (60
    )Percentage of pension liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    %Experience adjustments on
pension assets:Amount
    
    
    (381
    )
    
    
    (176
    )
    
    
    26
    
    
    
    121
    
    
    
    24Percentage of pension assets
    
    
    (35
    %)
    
    
    (14
    %)
    
    
    2
    %
    
    
    11
    %
    
    
    3
    %
 Vodafone Group Plc 109




---



##### Table of Contents



Assetretirement
    
    
    Otherobligations
    
    
    provisions
    
    
    Total£m
    
    
    £m
    
    
    £m1 April 2007
    
    
    159
    
    
    
    404
    
    
    
    563Exchange movements
    
    
    27
    
    
    
    36
    
    
    
    63Arising on acquisition
    
    
    11
    
    
    
    2
    
    
    
    13Amounts capitalised in the year
    
    
    27
    
    
    
    
    
    
    
    27Amounts charged to the income statement
    
    
    
    
    
    
    224
    
    
    
    224Utilised in the year  payments
    
    
    (6
    )
    
    
    (77
    )
    
    
    (83
    )Amounts released to the income statement
    
    
    
    
    
    
    (117
    )
    
    
    (117
    )Other
    
    
    (10
    )
    
    
    (18
    )
    
    
    (28
    )31 March 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
    
    
    
    906
  2009
    
    
    2008£m
    
    
    £mCurrent liabilities
    
    
    373
    
    
    
    356Non-current liabilities
    
    
    533
    
    
    
    306906
    
    
    
    662
     
  2009
    
    
    2008£m
    
    
    £mIncluded within non-current liabilities:Derivative financial instruments
    
    
    398
    
    
    
    173Other payables
    
    
    91
    
    
    
    99Accruals and deferred income
    
    
    322
    
    
    
    373811
    
    
    
    645Included within current liabilities:Trade payables
    
    
    3,160
    
    
    
    2,963Amounts owed to associated undertakings
    
    
    18
    
    
    
    22Other taxes and social security payable
    
    
    762
    
    
    
    666Derivative financial instruments
    
    
    37
    
    
    
    371Other payables
    
    
    1,163
    
    
    
    442Accruals and deferred income
    
    
    8,258
    
    
    
    7,49813,398
    
    
    
    11,962
  2009
    
    
    2008£m
    
    
    £mIncluded within Derivative financial instruments:Fair value through the income statement (held for trading):Interest rate swaps
    
    
    381
    
    
    
    160Foreign exchange swaps
    
    
    37
    
    
    
    358418
    
    
    
    518Fair value hedges:Interest rate swaps
    
    
    17
    
    
    
    26435
    
    
    
    544
 110 Vodafone Group Plc




---



##### Table of Contents



Financials
 
   £mCash consideration paid:Arcor (26.4%)(1)
    
    
    366Ghana Telecommunications (70.0%)
    
    
    486Other acquisitions completed during the year
    
    
    457Other minority interest acquisitions
    
    
    38Acquisitions completed in previous years
    
    
    241,371Net overdrafts acquired
    
    
    181,389
 
 Note:(1)
    
    This acquisition has been accounted for as a transaction between shareholders. Accordingly,
the difference between the cash consideration paid and the carrying value of net assets
attributable to minority interests has been accounted for as a charge to retained losses.    Fair valueBook value
    
    
    adjustments
    
    
    Fair value£m
    
    
    £m
    
    
    £mNet assets acquired:Identifiable intangible assets(1)
    
    
    
    
    
    
    136
    
    
    
    136Property, plant and equipment
    
    
    171
    
    
    
    
    
    
    
    171Inventory
    
    
    10
    
    
    
    
    
    
    
    10Trade and other receivables
    
    
    25
    
    
    
    
    
    
    
    25Deferred tax liabilities
    
    
    (8
    )
    
    
    (34
    )
    
    
    (42
    )Trade and other payables
    
    
    (100
    )
    
    
    
    
    
    
    (100
    )Other
    
    
    (33
    )
    
    
    
    
    
    
    (33
    )Net identifiable assets acquired
    
    
    65
    
    
    
    102
    
    
    
    167Goodwill(2)
    
    
    
    
    
    
    
    
    
    
    344Total asset acquired
    
    
    
    
    
    
    
    
    
    
    511Minority interests
    
    
    
    
    
    
    
    
    
    
    (25
    )Total consideration (including £3 million
of directly attributable costs)
    
    
    
    
    
    
    
    
    
    
    486
 
 Notes:(1)
    
    Identifiable intangible assets of £136 million consist of licences and spectrum fees of £112
million and other intangible assets of £24 million. The weighted average lives of licences and
spectrum fees, other intangible assets and total intangible assets are 11 years, one year and ten
years respectively.(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 Ghana Telecommunications.    2009£mRevenue
    
    
    41,069Profit for the financial year
    
    
    3,052Profit attributable to equity shareholders
    
    
    3,050
 PenceBasic earnings per share
    
    
    5.78Diluted earnings per share
    
    
    5.76
   Vodafone Group Plc 111




---



##### Table of Contents



Belgacom
    
    
    SwisscomMobile
    
    
    Mobile£m
    
    
    £mNet assets disposed
    
    
    (901
    )
    
    
    (1,664
    )Total cash consideration
    
    
    1,343
    
    
    
    1,776Other effects(1)
    
    
    (1
    )
    
    
    (44
    )Net gain on disposal(2)
    
    
    441
    
    
    
    68
 
 Notes:(1)
    
    Other effects include foreign exchange gains and losses transferred to the income statement
and professional fees related to the disposal.(2)
    
    Reported in other income and expense in the
consolidated income statement.   Income statement and segment analysis of discontinued operations
 Restated2007£mSegment revenue
    
    
    520Inter-segment revenue
    
    
    Net revenue
    
    
    520Operating expenses
    
    
    (402
    )Depreciation and amortisation(1)
    
    
    Impairment loss
    
    
    Operating profit/(loss)
    
    
    118Net financing costs
    
    
    8Profit/(loss) before taxation
    
    
    126Taxation relating to performance of discontinued operations
    
    
    (15
    )Loss on disposal(2)
    
    
    (672
    )Taxation relating to the classification of the discontinued operations
    
    
    145Loss for the financial year from discontinued operations(3)
    
    
    (416
    )Basic loss per share
    
    
    (0.76)pDiluted loss per share
    
    
    (0.76)p
 
 Notes:(1)
    
    Including gains and losses on disposal of fixed assets.(2)
    
    Includes £719 million of foreign exchange differences transferred to the income statement on
disposal.(3)
    
    Amount attributable to equity shareholders for the year ended 31 March 2007 was a loss of £419
million. Cash flows from discontinued operations
 2007£mNet cash flow from operating activities
    
    
    135Net cash flow from investing activities
    
    
    (266
    )Net cash flow from financing activities
    
    
    (29
    )Net cash flow
    
    
    (160
    )Cash and cash equivalents at the beginning of the financial year
    
    
    161Exchange loss on cash and cash equivalents
    
    
    (1
    )Cash and cash equivalents at the end of the financial year
    
    
    
 112 Vodafone Group Plc




---



##### Table of Contents



Financials
 Assets and liabilities of discontinued operations
 Restated27 April2006£mIntangible assets
    
    
    3,943Property, plant and equipment
    
    
    4,562Other investments
    
    
    29Cash and cash equivalents
    
    
    124Inventory
    
    
    148Trade and other receivables
    
    
    1,147Deferred tax asset
    
    
    636Total assets
    
    
    10,589Short and long term borrowings
    
    
    (674
    )Trade and other payables(1)
    
    
    (2,342
    )Deferred tax liabilities
    
    
    (245
    )Other liabilities
    
    
    (40
    )Total liabilities
    
    
    (3,301
    )Net assets
    
    
    7,288Minority interest
    
    
    (87
    )Net assets disposed
    
    
    7,201Total consideration
    
    
    (7,245
    )Foreign exchange recycled to the income statement on disposal
    
    
    719Other
    
    
    (3
    )Net loss on disposal
    
    
    672
 £mNet cash inflow arising on disposal:Cash consideration
    
    
    6,141Cash to settle intercompany debt
    
    
    793Cash and cash equivalents disposed
    
    
    (124
    )6,810Other
    
    
    (12
    )6,798
 
 Note:(1)
    
    Includes £793 million of intercompany debt. 
  Restated2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mProfit/(loss) for the financial year from
continuing operations
    
    
    3,080
    
    
    
    6,756
    
    
    
    (4,806
    )Loss for the financial year from discontinued
operations
    
    
    
    
    
    
    
    
    
    
    (416
    )Adjustments for(1):Share-based payments
    
    
    128
    
    
    
    107
    
    
    
    93Depreciation and amortisation
    
    
    6,814
    
    
    
    5,909
    
    
    
    5,111Loss on disposal of property, plant and equipment
    
    
    10
    
    
    
    70
    
    
    
    44Share of result in associated undertakings
    
    
    (4,091
    )
    
    
    (2,876
    )
    
    
    (2,728
    )Impairment losses
    
    
    5,900
    
    
    
    
    
    
    
    11,600Other income and expense
    
    
    
    
    
    
    28
    
    
    
    (502
    )Non-operating income and expense
    
    
    44
    
    
    
    (254
    )
    
    
    (4
    )Investment income
    
    
    (795
    )
    
    
    (714
    )
    
    
    (789
    )Financing costs
    
    
    2,419
    
    
    
    2,014
    
    
    
    1,604Income tax expense
    
    
    1,109
    
    
    
    2,245
    
    
    
    2,293Loss on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    672Decrease/(increase) in inventory
    
    
    81
    
    
    
    (78
    )
    
    
    (23
    )Decrease/(increase) in trade and other receivables
    
    
    80
    
    
    
    (378
    )
    
    
    (753
    )(Decrease)/increase in trade and other payables
    
    
    (145
    )
    
    
    460
    
    
    
    1,175Cash generated by operations
    
    
    14,634
    
    
    
    13,289
    
    
    
    12,571Tax paid
    
    
    (2,421
    )
    
    
    (2,815
    )
    
    
    (2,243
    )Net cash flows from operating activities
    
    
    12,213
    
    
    
    10,474
    
    
    
    10,328
 
 Note:(1)
    
    Adjustments include amounts relating to continuing and discontinued operations. Vodafone Group Plc 113




---



##### Table of Contents



2009
    
    
    2008£m
    
    
    £mWithin one year
    
    
    1,041
    
    
    
    837In more than one year but less than two years
    
    
    812
    
    
    
    606In more than two years but less than three years
    
    
    639
    
    
    
    475In more than three years but less than four years
    
    
    539
    
    
    
    415In more than four years but less than five years
    
    
    450
    
    
    
    356In more than five years
    
    
    2,135
    
    
    
    1,7525,616
    
    
    
    4,441
   Company and subsidiaries
    
    
    Share of joint ventures
    
    
    Group2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008£m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mContracts placed for future
capital expenditure not provided
in the
financial statements(1)
    
    
    1,706
    
    
    
    1,477
    
    
    
    401
    
    
    
    143
    
    
    
    2,107
    
    
    
    1,620
 
 Note:(1)
    
    Commitment includes contracts placed for property, plant and equipment and intangible assets. 
  2009
    
    
    2008£m
    
    
    £mPerformance bonds
    
    
    157
    
    
    
    111Credit guarantees  third party indebtedness
    
    
    61
    
    
    
    29Other guarantees and contingent liabilities
    
    
    445
    
    
    
    372
            114 Vodafone Group Plc




---



##### Table of Contents



Financials
      Vodafone Group Plc 115




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mSalaries and fees
    
    
    4
    
    
    
    5
    
    
    
    5Incentive schemes
    
    
    2
    
    
    
    4
    
    
    
    3Benefits
    
    
    
    
    
    
    1
    
    
    
    1Other(1)
    
    
    1
    
    
    
    
    
    
    
    47
    
    
    
    10
    
    
    
    13
 
 Note:(1)
    
    Other includes 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.     2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mShort term employee benefits
    
    
    17
    
    
    
    20
    
    
    
    29Post-employment benefits:Defined benefit schemes
    
    
    
    
    
    
    1
    
    
    
    1Defined contribution schemes
    
    
    1
    
    
    
    1
    
    
    
    1Share-based payments
    
    
    14
    
    
    
    10
    
    
    
    632
    
    
    
    32
    
    
    
    37
 
     2009
    
    
    2008
    
    
    2007£m
    
    
    £m
    
    
    £mTransactions with associated undertakings:Sales of goods and services
    
    
    205
    
    
    
    165
    
    
    
    245Purchase of goods and services
    
    
    223
    
    
    
    212
    
    
    
    295Amounts owed by/(owed to) joint ventures(1)
    
    
    311
    
    
    
    127
    
    
    
    (842
    )Net interest (income receivable from)/expense payable
to joint ventures(1)
    
    
    (18
    )
    
    
    27
    
    
    
    20
 
 Note:(1)
    
    Amounts arise through Vodafone Italy and, for the year ended 31 March 2009, Indus Towers,
being part of a Group cash pooling arrangement and represent amounts not eliminated on
consolidation. Interest is paid in line with market rates.     116 Vodafone Group Plc




---



##### Table of Contents



Financials
 
   2009
    
    
    2008
    
    
    2007Number
    
    
    Number
    
    
    NumberBy activity:Operations
    
    
    13,889
    
    
    
    12,891
    
    
    
    12,630Selling and distribution
    
    
    25,174
    
    
    
    22,063
    
    
    
    18,937Customer care and administration
    
    
    40,034
    
    
    
    37,421
    
    
    
    34,77679,097
    
    
    
    72,375
    
    
    
    66,343By segment:Germany
    
    
    13,788
    
    
    
    13,631
    
    
    
    14,421Italy
    
    
    6,247
    
    
    
    6,669
    
    
    
    7,030Spain
    
    
    4,354
    
    
    
    4,057
    
    
    
    4,066UK
    
    
    10,350
    
    
    
    10,367
    
    
    
    10,256Other Europe
    
    
    8,765
    
    
    
    8,645
    
    
    
    8,797Europe
    
    
    43,504
    
    
    
    43,369
    
    
    
    44,570Vodacom
    
    
    3,246
    
    
    
    2,751
    
    
    
    2,623Other Africa and Central Europe
    
    
    13,789
    
    
    
    10,925
    
    
    
    9,610Africa and Central Europe
    
    
    17,035
    
    
    
    13,676
    
    
    
    12,233India
    
    
    8,674
    
    
    
    6,323
    
    
    
    1,022Other Asia Pacific and Middle East
    
    
    6,765
    
    
    
    6,051
    
    
    
    5,569Asia Pacific and Middle East
    
    
    15,439
    
    
    
    12,374
    
    
    
    6,591Common Functions
    
    
    3,119
    
    
    
    2,956
    
    
    
    2,949Total continuing operations
    
    
    79,097
    
    
    
    72,375
    
    
    
    66,343Discontinued operations:Japan
    
    
    
    
    
    
    
    
    
    
    233
 (1)
 2009
    
    
    2008
    
    
    2007Continuing operations
    
    £m
    
    
    £m
    
    
    £mWages and salaries
    
    
    2,607
    
    
    
    2,175
    
    
    
    1,979Social security costs
    
    
    379
    
    
    
    325
    
    
    
    300Share-based payments (note 20)
    
    
    128
    
    
    
    107
    
    
    
    93Other pension costs (note 26)
    
    
    113
    
    
    
    91
    
    
    
    943,227
    
    
    
    2,698
    
    
    
    2,466
 
 Note:(1)
    
    For the year ended 31 March 2007, the cost incurred in respect of employees (including
directors) from discontinued operations was £16 million. 
        Vodafone Group Plc 117




---



##### Table of Contents




    
    Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations, effective
for annual periods beginning on or after 1 January 2009.
    
    Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial
Statements  Puttable Financial Instruments and Obligations Arising on Liquidation, effective
for annual periods beginning on or after 1 January 2009.
    
    Amendments to IFRS 1, First-time adoption of IFRS and IAS 27 Consolidated and Separate
Financial Statements  Cost of an Investment in a Subsidiary, Jointly Controlled Entity or
Associate, effective for annual periods beginning on or after 1 January 2009.
    
    Improvements to IFRSs issued in May 2008 are effective over a range of dates, with the
earliest being for annual periods beginning on or after 1 January 2009.
    
    Eligible Hedged Items: Amendment to IAS 39 Financial Instruments: Recognition and
Measurement is effective for annual periods beginning on or after 1 July 2009. This amendment
has not yet been endorsed for use in the EU.
    
    IFRS 1 (Revised), First-time Adoption of International Financial Reporting Standards,
effective for periods beginning on or after 1 January 2009. This standard has not yet been
endorsed for use in the EU.
    
    Improving Disclosures about Financial Instruments: Amendments to IFRS 7 Financial
Instruments: Disclosures, effective for annual periods beginning on or after 1 January 2009.
    
    Embedded Derivatives: Amendments to IFRIC 9 and IAS 39, effective for annual periods ending
on or after 30 June 2009.
    
    IFRIC 15, Agreements for the Construction of Real Estate, effective for annual periods
beginning on or after 1 January 2009. This interpretation has not yet been endorsed for use in
the EU.
    
    IFRIC 16, Hedges of a Net Investment in a Foreign Operation, effective for annual periods
beginning on or after 1 October 2008. 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. This interpretation has not yet been endorsed for use in
the EU.
   118 Vodafone Group Plc




---



##### Table of Contents



Financials
 
     As reported
    
    
    
    Adjustments
    
    
    
    Restated2007
    
    
    2006
    
    
    2005
    
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2007
    
    
    2006
    
    
    2005£m
    
    
    £m
    
    
    £m
    
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    
    £m
    
    
    £m
    
    
    £mConsolidated income statement(Loss)/profit for the financial year from
discontinued operations
    
    
    
    (491
    )
    
    
    (4,588
    )
    
    
    1,102
    
    
    
    
    75
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (416
    )
    
    
    (2,898
    )
    
    
    1,182(Loss)/profit for the financial year
    
    
    
    (5,297
    )
    
    
    (21,821
    )
    
    
    6,518
    
    
    
    
    75
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (5,222
    )
    
    
    (20,131
    )
    
    
    6,598Attributable to equity shareholders
    
    
    
    (5,426
    )
    
    
    (21,916
    )
    
    
    6,410
    
    
    
    
    75
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (5,351
    )
    
    
    (20,226
    )
    
    
    6,490Basic (loss)/earnings per share(Loss)/profit from discontinued operations
    
    
    
    (0.90
    )p
    
    
    (7.35
    )p
    
    
    1.56
    p
    
    
    
    0.14
    p
    
    
    2.70
    p
    
    
    0.12
    p
    
    
    
    (0.76
    )p
    
    
    (4.65
    )p
    
    
    1.68
    p(Loss)/profit for the financial year
    
    
    
    (9.84
    )p
    
    
    (35.01
    )p
    
    
    9.68
    p
    
    
    
    0.14
    p
    
    
    2.70
    p
    
    
    0.12
    p
    
    
    
    (9.70
    )p
    
    
    (32.31
    )p
    
    
    9.80
    pDiluted (loss)/earnings per share(Loss)/profit from discontinued operations
    
    
    
    (0.90
    )p
    
    
    (7.35
    )p
    
    
    1.56
    p
    
    
    
    0.14
    p
    
    
    2.70
    p
    
    
    0.12
    p
    
    
    
    (0.76
    )p
    
    
    (4.65
    )p
    
    
    1.68
    p(Loss)/profit for the financial year
    
    
    
    (9.84
    )p
    
    
    (35.01
    )p
    
    
    9.65
    p
    
    
    
    0.14
    p
    
    
    2.70
    p
    
    
    0.12
    p
    
    
    
    (9.70
    )p
    
    
    (32.31
    )p
    
    
    9.77
    pConsolidated statement of recognised
income and expenseForeign exchange gains transferred
to the consolidated income statement
    
    
    
    838
    
    
    
    36
    
    
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    
    
    
    
    
    763
    
    
    
    36
    
    
    
    Net (loss)/gain recognised directly in equity
    
    
    
    (808
    )
    
    
    2,317
    
    
    
    1,515
    
    
    
    
    (75
    )
    
    
    
    
    
    
    
    
    
    
    
    (883
    )
    
    
    2,317
    
    
    
    1,515(Loss)/profit for the financial year
    
    
    
    (5,297
    )
    
    
    (21,821
    )
    
    
    6,518
    
    
    
    
    75
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (5,222
    )
    
    
    (20,131
    )
    
    
    6,598Total recognised income and expense
relating to the year
    
    
    
    (6,105
    )
    
    
    (19,504
    )
    
    
    8,033
    
    
    
    
    
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (6,105
    )
    
    
    (17,814
    )
    
    
    8,113Attributable to equity shareholders
    
    
    
    (6,210
    )
    
    
    (19,607
    )
    
    
    7,958
    
    
    
    
    
    
    
    
    1,690
    
    
    
    80
    
    
    
    
    (6,210
    )
    
    
    (17,917
    )
    
    
    8,038Consolidated balance sheetTotal assets
    
    
    
    109,617
    
    
    
    126,738
    
    
    
    147,197
    
    
    
    
    
    
    
    
    (236
    )
    
    
    (1,979
    )
    
    
    
    109,617
    
    
    
    126,502
    
    
    
    145,218Total equity
    
    
    
    67,293
    
    
    
    85,312
    
    
    
    113,648
    
    
    
    
    
    
    
    
    
    
    
    
    (1,690
    )
    
    
    
    67,293
    
    
    
    85,312
    
    
    
    111,958Total equity shareholders funds
    
    
    
    67,067
    
    
    
    85,425
    
    
    
    113,800
    
    
    
    
    
    
    
    
    
    
    
    
    (1,690
    )
    
    
    
    67,067
    
    
    
    85,425
    
    
    
    112,110
 Vodafone Group Plc 119




---



##### Table of Contents




    
    the parent company financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the Companys affairs as at 31
March 2009;
    
    the parent company financial statements have been properly prepared in accordance with the
Companies Act 1985; and
    
    the information given in the directors report is consistent with the parent company financial
statements.
 
 Deloitte LLP
   120   Vodafone Group Plc




---



##### Table of Contents



Financials
 
   2009
    
    
    2008Note
    
    
    £m
    
    
    £mFixed assetsShares in Group undertakings
    
    
    3
    
    
    
    64,937
    
    
    
    64,922Current assetsDebtors: amounts falling due after more than one year
    
    
    4
    
    
    
    2,352
    
    
    
    821Debtors: amounts falling due within one year
    
    
    4
    
    
    
    126,334
    
    
    
    126,099Cash at bank and in hand
    
    
    
    
    
    
    111
    
    
    
    128,797
    
    
    
    126,920Creditors: amounts falling due within one year
    
    
    5
    
    
    
    (92,339
    )
    
    
    (98,784
    )Net current assets
    
    
    
    
    
    
    36,458
    
    
    
    28,136Total assets less current liabilities
    
    
    
    
    
    
    101,395
    
    
    
    93,058Creditors: amounts falling due after more than one year
    
    
    5
    
    
    
    (21,970
    )
    
    
    (14,582
    )79,425
    
    
    
    78,476Capital and reservesCalled up share capital
    
    
    6
    
    
    
    4,153
    
    
    
    4,182Share premium account
    
    
    8
    
    
    
    43,008
    
    
    
    42,934Capital redemption reserve
    
    
    8
    
    
    
    10,101
    
    
    
    10,054Capital reserve
    
    
    8
    
    
    
    88
    
    
    
    88Other reserves
    
    
    8
    
    
    
    957
    
    
    
    942Own shares held
    
    
    8
    
    
    
    (8,053
    )
    
    
    (7,867
    )Profit and loss account
    
    
    8
    
    
    
    29,171
    
    
    
    28,143Equity shareholders funds
    
    
    
    
    
    
    79,425
    
    
    
    78,476
  -s- Vittorio Colao
    
    -s- Andy HalfordVittorio Colao
    
    Andy HalfordChief Executive
    
    Chief Financial Officer
  Vodafone Group Plc 121




---



##### Table of Contents



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




---



##### Table of Contents



Financials
          
   £mCost:1 April 2008
    
    
    70,193Capital contributions arising from share-based payments
    
    
    128Contributions received in relation to share-based payments
    
    
    (113
    )31 March 2009
    
    
    70,208Amounts provided for:1 April 2008
    
    
    5,271Amounts provided for during the year
    
    
    31 March 2009
    
    
    5,271Net book value:31 March 2008
    
    
    64,92231 March 2009
    
    
    64,937
  Country of

    
    PercentageName
    
    Principal activity

    
    incorporation

    
    shareholdingVodafone European Investments
    
    Holding company
    
    England
    
    
    100.0Vodafone Group Services Limited
    
    Global products and services provider
    
    England
    
    
    100.0
 
  2009
    
    
    2008£m
    
    
    £mAmounts falling due within one year:Amounts owed by subsidiary undertakings
    
    
    126,010
    
    
    
    125,838Taxation recoverable
    
    
    44
    
    
    
    137Other debtors
    
    
    280
    
    
    
    124126,334
    
    
    
    126,099Amounts falling due after more than one year:Deferred taxation
    
    
    18
    
    
    
    4Other debtors
    
    
    2,334
    
    
    
    8172,352
    
    
    
    821
 Vodafone Group Plc 123




---



##### Table of Contents



2009
    
    
    2008£m
    
    
    £mAmounts falling due within one year:Bank loans and other loans
    
    
    7,717
    
    
    
    4,442Amounts owed to subsidiary undertakings
    
    
    84,394
    
    
    
    93,891Group relief payable
    
    
    
    
    
    
    42Other creditors
    
    
    174
    
    
    
    393Accruals and deferred income
    
    
    54
    
    
    
    1692,339
    
    
    
    98,784Amounts falling due after more than one year:Other loans
    
    
    21,707
    
    
    
    14,409Other creditors
    
    
    263
    
    
    
    17321,970
    
    
    
    14,582
  
  2009
    
    
    2008Number
    
    
    £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
    
    
    58,255,055,725
    
    
    
    4,182
    
    
    
    58,085,695,298
    
    
    
    4,172Allotted during the year
    
    
    51,227,991
    
    
    
    3
    
    
    
    169,360,427
    
    
    
    10Cancelled during the year
    
    
    (500,000,000
    )
    
    
    (32
    )
    
    
    
    
    
    
    31 March
    
    
    57,806,283,716
    
    
    
    4,153
    
    
    
    58,255,055,725
    
    
    
    4,182B shares allotted, issued and fully paid(2):1 April
    
    
    87,429,138
    
    
    
    13
    
    
    
    132,001,365
    
    
    
    20Redeemed during the year
    
    
    (87,429,138
    )
    
    
    (13
    )
    
    
    (44,572,227
    )
    
    
    (7
    )31 March
    
    
    
    
    
    
    
    
    
    
    87,429,138
    
    
    
    13
  (1)
    
    At 31 March 2009, the Company held 5,322,411,101 (2008: 5,127,457,690) treasury shares with a
nominal value of £382 million (2008: £368 million) and 50,000 (2008: 50,000) 7% cumulative fixed
rate shares of £1 each were authorised, allotted, issued and fully paid by the Company.(2)
    
    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 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. B shareholders
that chose future redemption were entitled to receive a continuing non-cumulative dividend of 75
per cent of sterling LIBOR payable semi-annually in arrear until they were redeemed.By 31 March 2009, total capital of £9,026 million had been returned to shareholders, £5,735
million by way of capital redemption and £3,291 million by way of initial dividend (note 8). During
the period, a transfer of £15 million (2008: £7 million) in respect of the B shares has been made
from the profit and loss account reserve (note 8) to the capital redemption reserve (note 8).
  Nominal
    
    
    Netvalue
    
    
    proceedsNumber
    
    
    £m
    
    
    £mUK share awards and option scheme awards
    
    
    49,130,811
    
    
    
    3
    
    
    
    72US share awards and option scheme awards
    
    
    2,097,180
    
    
    
    
    
    
    
    5Total for share awards and option scheme awards
    
    
    51,227,991
    
    
    
    3
    
    
    
    77
 124 Vodafone Group Plc




---



##### 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
    
    Restricted 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 2008
    
    
    4,182
    
    
    
    42,934
    
    
    
    10,054
    
    
    
    88
    
    
    
    942
    
    
    
    (7,867
    )
    
    
    28,143
    
    
    
    78,476Allotment of shares
    
    
    3
    
    
    
    74
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77Own shares released on vesting of share awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    59Profit for the financial year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,853
    
    
    
    5,853Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,017
    )
    
    
    (4,017
    )Capital contribution given relating to share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    128Contribution received relating to share-based payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (113
    )Purchase of own shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    (1,000
    )Cancellation of own shares held
    
    
    (32
    )
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    755
    
    
    
    (755
    )
    
    
    B share capital redemption
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    Other movements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38
    )
    
    
    (38
    )31 March 2009
    
    
    4,153
    
    
    
    43,008
    
    
    
    10,101
    
    
    
    88
    
    
    
    957
    
    
    
    (8,053
    )
    
    
    29,171
    
    
    
    79,425
     Vodafone Group Plc 125




---



##### Table of Contents



2009
    
    
    2008£m
    
    
    £mDeclared during the financial year:Final dividend for the year ended 31 March 2008: 5.02 pence per share (2007: 4.41 pence per share)
    
    
    2,667
    
    
    
    2,331Interim dividend for the year ended 31 March 2009: 2.57 pence per share (2008: 2.49 pence per share)
    
    
    1,350
    
    
    
    1,3224,017
    
    
    
    3,653Proposed after the balance sheet date and not recognised as a liability:Final dividend for the year ended 31 March 2009: 5.20 pence per share
(2008: 5.02 pence per share)
    
    
    2,731
    
    
    
    2,667
   2009
    
    
    2008£m
    
    
    £mPerformance bonds
    
    
    35
    
    
    
    30Credit
guarantees  third party indebtedness
    
    
    5,317
    
    
    
    4,208Other guarantees and contingent liabilities
    
    
    231
    
    
    
    255
           126 Vodafone Group Plc




---



##### Table of Contents



Additional information
 Shareholder information
  Interim management statement
    
    24 July 2009Half-year financial results announcement
    
    10 November 2009
    Ex-dividend date
    
    3 June 2009Record date
    
    5 June 2009Dividend reinvestment plan last election date
    
    17 July 2009Dividend
payment date(1)
    
    7 August 2009
 
 Note:(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
    
    have cash dividends paid in the form of a cheque; or
    
    elect to use the cash dividends to purchase more Vodafone shares under the
dividend reinvestment plan (see below) or, in the case of ADSs, have the dividends
reinvested to purchase additional Vodafone ADSs.
 Dividend reinvestment
   Final B share redemption date
   (0)870 703 0084.
    The registrars
    
    (Holders of ordinary shares resident in Ireland):Computershare Investor Services PLC
    
    Computershare Investor Services (Ireland) LimitedThe Pavilions
    
    PO Box 9742Bridgwater
Road, Bristol BS99 6ZY, England
    
    Dublin 18, IrelandTelephone: +44 (0)870 702 0198
    
    Telephone: 0818 300 999www.investorcentre.co.uk/contactus
    
    www.investorcentre.co.uk/contactus
 Vodafone Group Plc 127




---



##### Table of Contents




    
    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;
    
    view a live webcast of the AGM of the Company on 28 July 2009. A recording will be
available to view after that date;
    
    view and/or download the 2009 annual report;
    
    check the current share price;
    
    calculate dividend payments; and
    
    use interactive tools to calculate the value of shareholdings, change registered
address or dividend mandate instructions, 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
    
    
    NYSEordinary share
    
    
    Dollars per ADSYear ended 31 March
    
    High
    
    
    Low
    
    
    High
    
    
    Low2005
    
    
    1.49
    
    
    
    1.14
    
    
    
    28.54
    
    
    
    20.832006
    
    
    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
    
    
    
    15.30
 London StockExchangePounds per
    
    
    NYSEordinary share
    
    
    Dollars per ADSQuarter
    
    High
    
    
    Low
    
    
    High
    
    
    Low2007/2008First quarter
    
    
    1.69
    
    
    
    1.36
    
    
    
    33.87
    
    
    
    26.88Second quarter
    
    
    1.79
    
    
    
    1.47
    
    
    
    36.52
    
    
    
    29.13Third quarter
    
    
    1.98
    
    
    
    1.67
    
    
    
    40.87
    
    
    
    34.32Fourth quarter
    
    
    1.94
    
    
    
    1.46
    
    
    
    38.27
    
    
    
    29.272008/2009First 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)
    
    
    1.33
    
    
    
    1.19
    
    
    
    19.64
    
    
    
    17.68
 London StockExchangePounds per
    
    
    NYSEordinary share
    
    
    Dolliars per ADSMonth
    
    High
    
    
    Low
    
    
    High
    
    
    LowNovember 2008
    
    
    1.30
    
    
    
    1.07
    
    
    
    19.85
    
    
    
    16.62December 2008
    
    
    1.39
    
    
    
    1.21
    
    
    
    20.44
    
    
    
    17.56January 2009
    
    
    1.48
    
    
    
    1.29
    
    
    
    21.88
    
    
    
    18.15February 2009
    
    
    1.38
    
    
    
    1.20
    
    
    
    20.50
    
    
    
    17.17March 2009
    
    
    1.27
    
    
    
    1.13
    
    
    
    17.96
    
    
    
    15.46April 2009
    
    
    1.33
    
    
    
    1.19
    
    
    
    19.48
    
    
    
    17.68May 2009(1)
    
    
    1.29
    
    
    
    1.19
    
    
    
    19.64
    
    
    
    18.03
 
 Note:(1)
    
    Covering period up to 18 May 2009.
   128   Vodafone Group Plc




---



##### Table of Contents



Additional information
  3 7
  Inflation
  Foreign currency translation
  ¢
 31 March
    
    
    ChangeCurrency(=£1)
    
    2009
    
    
    2008
    
    
    %Average:Euro
    
    
    1.20
    
    
    
    1.42
    
    
    
    (15.5
    )US dollar
    
    
    1.72
    
    
    
    2.01
    
    
    
    (14.4
    )At 31 March:Euro
    
    
    1.08
    
    
    
    1.26
    
    
    
    (14.3
    )US dollar
    
    
    1.43
    
    
    
    1.99
    
    
    
    (28.1
    )
  Year ended 31 March
    
    31 March
    
    
    Average
    
    
    High
    
    
    Low2005
    
    
    1.89
    
    
    
    1.85
    
    
    
    1.96
    
    
    
    1.752006
    
    
    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
    
    
    
    1.37
 Month
    
    High
    
    
    LowNovember 2008
    
    
    1.60
    
    
    
    1.47December 2008
    
    
    1.55
    
    
    
    1.44January 2009
    
    
    1.52
    
    
    
    1.37February 2009
    
    
    1.49
    
    
    
    1.42March 2009
    
    
    1.47
    
    
    
    1.38April 2009
    
    
    1.50
    
    
    
    1.44
  st
 Shareholders at 31 March 2009
 Number of
    
    
    % of totalNumber of ordinary shares held
    
    accounts
    
    
    issued shares1-1,000
    
    
    440,296
    
    
    
    0.21
    %1,0015,000
    
    
    81,147
    
    
    
    0.31
    %5,00150,000
    
    
    25,850
    
    
    
    0.56
    %50,001100,000
    
    
    1,149
    
    
    
    0.14
    %100,001500,000
    
    
    1,123
    
    
    
    0.46
    %More than 500,000
    
    
    1,817
    
    
    
    98.32
    %551,382
    
    
    
    100.00
 Geographical analysis of shareholders
   3 7
 Shareholder
    
    ShareholdingAXA S.A.
    
    
    4.61
    %Legal & General Group Plc
    
    
    4.43
    %
       The Companys objects
   Vodafone
Group Plc 129




---



##### Table of Contents



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




---



##### Table of Contents



Additional information
  Liquidation rights
  Pre-emptive rights and new issues of shares
  Disclosure of interests in the Companys shares
    General meetings and notices
 Electronic communications
  Variation of rights
   Limitations on voting and shareholding
   Vodafone Group Plc 131




---



##### Table of Contents




    
    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.
   132   Vodafone Group Plc




---



##### Table of Contents



Additional information
  US federal income taxation
  Additional tax considerations
 UK inheritance tax
  UK stamp duty and stamp duty reserve tax
 PFIC rules
   Vodafone Group Plc 133




---



##### 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 the
Group acquired subsidiaries in Germany and Italy, and increased the Groups indirect holding in
SFR.
    
    Through a series of business transactions between 1999 and 2004, the Group acquired a 97.7% stake
in Vodafone Japan. This was then disposed of on 27 April 2006.
    
    On 8 May 2007, the Group acquired companies with interests in Vodafone Essar for US$10.9 billion
(£5.5 billion), following which the Group controls Vodafone Essar.
  20 April 2006
 24 May 2006
 29 June 2006
 3 November 2006
 25 November 2006
 3 December 2006
 20 December 2006
 9 May 2007
 3 December 2007
 11 December 2007
 19 May 2008
 17 August 2008
 18 December 2008
 9 January 2009
 9 February 2009
 20 April 2009
   134    Vodafone Group Plc




---



##### Table of Contents



Additional information
 Regulation
  
    
    the creation of a new European advisory body;
    
    amendments intended to facilitate investment in next generation fixed infrastructure;
    
    the addition of functional separation as a remedy subject to certain conditions being fulfilled;
    
    changes to the licensing of spectrum, introducing more flexibility, trading and market-based
approaches;
    
    some net neutrality provisions to address the concerns that the services of some
internet service providers will be blocked or otherwise discriminated against by network operators;
    
    proposals that number portability be completed in one day on all networks in the EU;
    
    various
measures to address concerns about network security; and
    
    various measures to address the
provision of services for the disabled.
   International roaming
 Call termination
   Fixed network regulation
  Spectrum
    Germany
   Italy
    Spain
   Vodafone Group Plc 135




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##### Table of Contents



United Kingdom
     Other Europe
 Greece
 
   Ireland
  Netherlands
   Portugal
 South Africa
   Other Africa and Central Europe
 Romania
  Turkey
   Ghana
   India
  Other Asia Pacific and Middle East
 Australia
   136    Vodafone Group Plc




---



##### Table of Contents



Additional information
  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
    
    December 2011

    
    March 2020Turkey(7)
    
    April 2023
     
    
    April 2029Czech Republic
    
    January 2021

    
    February 2025Ghana
    
    December 2019

    
    December 2023
(8)Hungary
    
    July 2014
(9)
    
    December 2019
(10)Asia Pacific and Middle EastIndia(11)
    
    November 2014 
December 2026

    
    None issuedEgypt
    
    January 2022

    
    January 2022Australia
    
    See note 12

    
    October 2017New Zealand
    
    See note 13

    
    March 2021
(13)Qatar(14)
    
    June 2028

    
    June 2028
  Notes:(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 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.(7)
    
    Turkey successfully bid to acquire a 3G licence in November 2008. The concession agreement was
signed in April 2009 and the licence will have a 20 year life from that date.(8)
    
    The NRA has issued provisional licences with the intention of converting these to full
licences once the NRA board has been reconvened.(9)
    
    There is an option to extend this licence for seven years.(10)
    
    There is an option to extend this licence.(11)
    
    India is comprised of 23 service areas with a variety of expiry dates. There is an option to
extend these licences by ten years.(12)
    
    Australia holds a 900 MHz spectrum licence. This is a rolling five year licence, which expires
in June 2012. Vodafone Australia also holds two 1800 MHz spectrum licences. One of these licences
expires in June 2013 and the other in March 2015. All licences can be used for 2G and 3G at
Vodafones discretion.(13)
    
    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 Vodafones discretion.(14)
    
    In December 2007, a consortium including Vodafone was named as the successful applicant in the
auction for a mobile licence in Qatar, with the licence awarded in June 2008. Services were
launched under the Vodafone brand on 1 March 2009.
   Vodafone Group Plc 137




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note 3 to the consolidated financial statements.
   
    
    these measures are used by the Group 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 the Company and external parties to evaluate the Groups liquidity and the
cash generated by the Groups operations. Free cash flow does not include 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 the Group has an obligation to
incur. However, it does reflect the cash available for such discretionary activities, to strengthen
the consolidated balance sheet 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 the
Groups 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
factors unrelated to the operating performance of the business;
    
    it is used by the Group 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.
 138 Vodafone Group Plc




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##### Table of Contents



Additional information
  Organic
    
    
    M&A
    
    
    Foreign
    
    
    Reportedgrowth
    
    
    activity
    
    
    exchange
    
    
    growth%
    
    
    pps
    
    
    pps
    
    
    %31 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
    
    
    
    13.5Asia Pacific and Middle EastPro forma revenue
    
    
    19
    
    
    
    3
    
    
    
    10
    
    
    
    32Pro forma adjusted EBITDA
    
    
    6
    
    
    
    2
    
    
    
    10
    
    
    
    18India  pro forma revenue
    
    
    33
    
    
    
    9
    
    
    
    6
    
    
    
    48India  pro forma adjusted EBITDA
    
    
    5
    
    
    
    9
    
    
    
    4
    
    
    
    18Australia  service revenue
    
    
    6.1
    
    
    
    0.7
    
    
    
    6.4
    
    
    
    13.2Australia  adjusted EBITDA
    
    
    (17.6
    )
    
    
    (4.6
    )
    
    
    4.1
    
    
    
    (18.1
    )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
    
    
    
    44.731 March 2008GroupData revenue
    
    
    39.0
    
    
    
    6.7
    
    
    
    5.1
    
    
    
    50.8Service revenue
    
    
    4.3
    
    
    
    6.7
    
    
    
    3.4
    
    
    
    14.4Adjusted operating profit
    
    
    5.7
    
    
    
    (0.8
    )
    
    
    0.8
    
    
    
    5.7EuropeItaly  direct costs
    
    
    (0.3
    )
    
    
    6.2
    
    
    
    4.4
    
    
    
    10.3Italy  customer costs
    
    
    13.7
    
    
    
    2.3
    
    
    
    4.9
    
    
    
    20.9Italy  operating expenses
    
    
    (19.7
    )
    
    
    7.4
    
    
    
    3.8
    
    
    
    (8.5
    )Spain  service revenue for the six months ended 31 March 2008
    
    
    5.8
    
    
    
    3.1
    
    
    
    10.1
    
    
    
    19.0Spain  direct costs
    
    
    5.6
    
    
    
    3.6
    
    
    
    4.4
    
    
    
    13.6Spain  customer costs
    
    
    4.5
    
    
    
    0.9
    
    
    
    4.5
    
    
    
    9.9Spain  operating expenses
    
    
    0.4
    
    
    
    5.1
    
    
    
    4.3
    
    
    
    9.8Other Europe  data revenue
    
    
    41.3
    
    
    
    
    
    
    
    5.4
    
    
    
    46.7Africa and Central EuropeVoice revenue
    
    
    12.0
    
    
    
    6.7
    
    
    
    1.2
    
    
    
    19.9Messaging revenue
    
    
    6.4
    
    
    
    4.1
    
    
    
    5.5
    
    
    
    16.0Data revenue
    
    
    105.4
    
    
    
    (12.3
    )
    
    
    4.5
    
    
    
    97.6
 Vodafone Group Plc 139




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##### Table of Contents



Item
    
    Form 20-F caption
    
    Location in this document
    
    Page1
    
    Identity of directors, senior managementand advisers
    
    Not applicable
    
    
    2
    
    Offer statistics and expected timetable
    
    Not applicable
    
    
    3
    
    Key information3A Selected financial data
    
    Selected financial data
    
    
    144Shareholder information  Inflation and foreign     currency translation
    
    
    1293B 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
    
    
    134Contact details
    
    IBC4B Business overview
    
    Group at a glance
    
    
    10Business overview
    
    
    12Customers, marketing and distribution
    
    
    20Operating results
    
    
    25Operating environment and strategy
    
    
    84C Organisational structure
    
    Note 12 Principal subsidiary undertakings
    
    
    94Note 13 Investments in joint ventures
    
    
    95Note 14 Investments in associated undertakings
    
    
    96Note 15 Other investments
    
    
    964D Property, plant and equipment
    
    Technology and resources
    
    
    14Financial position and resources
    
    
    40Corporate responsibility
    
    
    454A
    
    Unresolved staff comments
    
    None
    
    
    5
    
    Operating and financial review and prospects5A Operating results
    
    Operating results
    
    
    25Note 25 Borrowings
    
    
    104Shareholder information  Inflation and foreign     currency translation
    
    
    129Regulation
    
    
    1355B Liquidity and capital resources
    
    Financial position and resources  Liquidity and     capital resources
    
    
    41Note 24 Capital and financial risk management
    
    
    102Note 25 Borrowings
    
    
    1045C Research and development, patents.
    
    Technology and resources
    
    
    14and licences, etc5D Trend information
    
    Operating environment and strategy
    
    
    85E Off-balance sheet arrangements
    
    Financial position and resources  Off-balance     sheet arrangements
    
    
    44Note 32 Commitments
    
    
    114Note 33 Contingent liabilities
    
    
    1145F Tabular disclosure of contractual obligations
    
    Financial position and resources  Contractual     obligations
    
    
    405G Safe harbor
    
    Forward-looking statements
    
    
    1426
    
    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
    
    
    18Note 36 Employees
    
    
    1176E Share ownership
    
    Directors remuneration
    
    
    57Note 20 Share-based payments
    
    
    997
    
    Major shareholders and related party transactions7A Major shareholders
    
    Shareholder information  Major shareholders
    
    
    1297B Related party transactions
    
    Directors remuneration
    
    
    57Note 33 Contingent liabilities
    
    
    114Note 35 Related party transactions
    
    
    1167C Interests of experts and counsel
    
    Not applicable
    
    
    
 140 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 33 Contingent liabilities
    
    
    114Financial position and resources
    
    
    408B Significant changes
    
    Note 37 Subsequent events
    
    
    117Subsequent events
    
    
    A-19
    
    The offer and listing9A Offer and listing details
    
    Shareholder information  Share price history
    
    
    1289B Plan of distribution
    
    Not applicable
    
    
    9C Markets
    
    Shareholder information  Markets
    
    
    1299D 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 
Memorandum and articles      of association and applicable English law
    
    
    12910C Material contracts
    
    Shareholder information  Material contracts
    
    
    13110D Exchange controls
    
    Shareholder information  Exchange controls
    
    
    13210E Taxation
    
    Shareholder information  Taxation
    
    
    13210F Dividends and paying agents
    
    Not applicable
    
    
    10G Statement by experts
    
    Not applicable
    
    
    10H Documents on display
    
    Shareholder information  Documents on display
    
    
    13110I Subsidiary information
    
    Not applicable
    
    
    11
    
    Quantitative and qualitative disclosures about market risk
    
    Note 24 Capital and financial risk management
    
    
    10212
    
    Description of securities other than equity securities
    
    Not applicable
    
    
    13
    
    Defaults, dividend arrearages and delinquencies
    
    Not applicable
    
    
    14
    
    Material modifications to the rights of securityholders and use of proceeds
    
    Shareholder information  Debt securities
    
    
    13115
    
    Controls and procedures
    
    Corporate governance
    
    
    51Directors statement of responsibility  Managementsreport 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/(loss)
    
    
    84Corporate 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
 Note:(1)
    
    The Company financial statements, and the audit report and notes relating thereto, on pages 120 to 126 should not be considered to form part of the Companys annual report on Form 20-F.
 Vodafone Group Plc 141




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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 and 7 and the Outlook statement on page 37
of this document, and the performance of joint ventures, associated undertakings, 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;
    
    expectations regarding the global economy and the Groups operating environment, including future
market conditions and trends;
    
    revenue and growth expected from the Groups total communications strategy 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;
    
    anticipated benefits to the Group from cost efficiency programmes, including the £1 billion
cost 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 operating profit, adjusted EBITDA margin, free
cash flow, capital intensity 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 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 allocations and realise expected synergies and benefits associated with 3G;
    
    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.
   142 Vodafone Group Plc




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##### Table of Contents



Additional information
 Definition of terms
 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.3G device
    
    A handset or device capable of accessing 3G data services.Acquired intangibles amortisation
    
    Amortisation relating to intangible assets identified and recognised separately in respect of a business combination in excess
of the
intangible assets recognised by the acquiree prior to acquisition.Acquisition costs
    
    The total of connection fees, trade commissions and equipment costs relating to new customer connections.ARPU
    
    Service revenue excluding fixed line revenue, fixed advertising revenue, revenue related to business managed services and
revenue
from certain tower sharing arrangements dividend by average customers.Capitalised expenditure
    
    This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised software costs.Change at constant 
exchange rates
    
    Growth or change calculated by restating the prior periods results as if they had been generated at the current periods
exchange
rates. Also referred to as constant exchange rates.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 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.Depreciation and
other amortisation
    
    This measure includes the profit or loss on disposal of property, plant and equipment and computer software.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.Handheld 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 7.2
megabits
per second.HSUPA
    
    High speed uplink packet access is a wireless technology enabling mobile to network data transmission speeds of up to 2.0
megabits
per second.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.Organic growth
    
    The percentage movements in organic growth are presented to reflect operating performance on a comparable basis, both in terms
of
percentage of entity ownership and exchange rate movements.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.Purchased licence amortisation
    
    Amortisation relating to capitalised licence and spectrum fees purchased directly by the Group or existing on recognition
through
business combination accounting, and such fees recognised by an acquiree prior to acquisition.Retention costs
    
    The total of trade commissions, loyalty scheme and equipment costs relating to customer retention and upgrade.Service revenue
    
    Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access
charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for
incoming calls.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 revenue
    
    Comprises all fixed location services revenue, data revenue, fixed line revenue and other service revenue.
 Vodafone Group Plc 143




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##### Table of Contents



Restated
    
    
    Restated
    
    
    Restated2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005At/year ended 31 March
    
    £m
    
    
    £m
    
    
    £m
    
    
    £m
    
    
    £mConsolidated income statement dataRevenue
    
    
    41,017
    
    
    
    35,478
    
    
    
    31,104
    
    
    
    29,350
    
    
    
    26,678Operating profit/(loss)
    
    
    5,857
    
    
    
    10,047
    
    
    
    (1,564
    )
    
    
    (14,084
    )
    
    
    7,878Profit/(loss) before taxation
    
    
    4,189
    
    
    
    9,001
    
    
    
    (2,383
    )
    
    
    (14,853
    )
    
    
    7,285Profit/(loss) for the financial year from continuing operations
    
    
    3,080
    
    
    
    6,756
    
    
    
    (4,806
    )
    
    
    (17,233
    )
    
    
    5,416Profit/(loss) for the financial year
    
    
    3,080
    
    
    
    6,756
    
    
    
    (5,222
    )
    
    
    (20,131
    )
    
    
    6,598Consolidated balance sheet dataTotal assets
    
    
    152,699
    
    
    
    127,270
    
    
    
    109,617
    
    
    
    126,502
    
    
    
    145,218Total equity
    
    
    84,777
    
    
    
    76,471
    
    
    
    67,293
    
    
    
    85,312
    
    
    
    111,958Total equity shareholders funds
    
    
    86,162
    
    
    
    78,043
    
    
    
    67,067
    
    
    
    85,425
    
    
    
    112,110Earnings per share(1)Weighted average number of shares (millions) Basic
    
    
    52,737
    
    
    
    53,019
    
    
    
    55,144
    
    
    
    62,607
    
    
    
    66,196 Diluted
    
    
    52,969
    
    
    
    53,287
    
    
    
    55,144
    
    
    
    62,607
    
    
    
    66,427Basic earnings/(loss) per ordinary share Profit/(loss) from continuing operations
    
    
    5.84
    p
    
    
    12.56
    p
    
    
    (8.94
    )p
    
    
    (27.66
    )p
    
    
    8.12
    p Profit/(loss) for the financial year
    
    
    5.84
    p
    
    
    12.56
    p
    
    
    (9.70
    )p
    
    
    (32.31
    )p
    
    
    9.80
    pDiluted earnings/(loss) per ordinary share Profit/(loss) from continuing operations
    
    
    5.81
    p
    
    
    12.50
    p

    
    
    (8.94
    )p
    
    
    (27.66
    )p
    
    
    8.09
    p Profit/(loss) for the financial year
    
    
    5.81
    p
    
    
    12.50
    p
    
    
    (9.70
    )p
    
    
    (32.31
    )p
    
    
    9.77
    pCash dividends(1)(2)Amount per ordinary share (pence)
    
    
    7.77
    p

    
    
    7.51
    p
    
    
    6.76
    p
    
    
    6.07
    p
    
    
    4.07
    pAmount per ADS (pence)
    
    
    77.7
    p

    
    
    75.1
    p
    
    
    67.6
    p
    
    
    60.7
    p
    
    
    40.7
    pAmount per ordinary share (US cents)
    
    
    11.11
    c
    
    
    14.91
    c
    
    
    13.28
    c
    
    
    10.56
    c
    
    
    7.68
    cAmount per ADS (US cents)
    
    
    111.1
    c

    
    
    149.1
    c
    
    
    132.8
    c
    
    
    105.6
    c
    
    
    76.8
    cOther dataRatio of earnings to fixed charges(3)
    
    
    1.2
    
    
    
    3.9
    
    
    
    
    
    
    
    
    
    
    
    7.0Deficit
    
    
    
    
    
    
    
    
    
    
    (4,389
    )
    
    
    (16,520
    )
    
    
    
 Notes:(1)
    
    See note 8 to the consolidated financial statements, Earnings/(loss) 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 2009 was proposed by the directors on 19 May 2009 and is payable on 7 August 2009 to holders of record as of 5 June 2009. This dividend has been
translated into US dollars at 31 March 2009 for ADS holders but will be 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 associated undertakings, share of profits and losses from associated
undertakings 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.
 144   Vodafone Group Plc




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##### Table of Contents



Contact details
Investor Relations
Telephone: +44 (0) 1635 664447
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




---



##### 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




---



##### Table of Contents



Fitch Ratings outlook developments
  Legal proceedings
  Developments in the Vodafone 2 enquiry
  Developments in the Lothian case
  A-1




---



##### Table of Contents



Cellco Partnership
 B - 1




---



##### 



Table of Contents
 Cellco Partnership (d/b/a Verizon Wireless)
 Consolidated Statements of IncomeFor the years ended December 31, 2008, 2007 and 2006
    
    
    B - 3Consolidated Balance SheetsDecember 31, 2008 and 2007
    
    
    B - 4Consolidated Statements of Cash FlowsFor the years ended December 31, 2008, 2007 and 2006
    
    
    B - 5Consolidated Statements of Changes in Partners CapitalFor the years ended December 31, 2008, 2007 and 2006
    
    
    B - 6Notes to Consolidated Financial Statements
    
    
    B - 7 - B - 28
  B - 2




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##### Table of Contents



CELLCO PARTNERSHIP
 
   2008
    
    2007
    
    2006As Adjusted
    
    As Adjusted
    
    As AdustedYears Ended December 31,
    
    (Note 1)
    
    (Note 1)
    
    (Note 1)Operating RevenueService revenue
    
    $
    42,635
    
    
    $
    38,016
    
    
    $
    32,796Equipment and other
    
    
    6,697
    
    
    
    5,866
    
    
    
    5,247Total operating revenue
    
    
    49,332
    
    
    
    43,882
    
    
    
    38,043Operating Costs and ExpensesCost of service (exclusive of items shown below)
    
    
    6,015
    
    
    
    5,294
    
    
    
    4,698Cost of equipment
    
    
    9,705
    
    
    
    8,162
    
    
    
    6,793Selling, general and administrative
    
    
    14,220
    
    
    
    13,477
    
    
    
    12,039Depreciation and amortization
    
    
    5,405
    
    
    
    5,154
    
    
    
    4,913Total operating costs and expenses
    
    
    35,345
    
    
    
    32,087
    
    
    
    28,443Operating Income
    
    
    13,987
    
    
    
    11,795
    
    
    
    9,600Other Income (Expenses)Interest expense, net
    
    
    (161
    )
    
    
    (251
    )
    
    
    (452
    )Interest income and other, net
    
    
    265
    
    
    
    30
    
    
    
    23Income Before Provision for Income Taxes
    
    
    14,091
    
    
    
    11,574
    
    
    
    9,171Provision for income taxes
    
    
    (802
    )
    
    
    (714
    )
    
    
    (599
    )Income Before Cumulative Effect of Accounting Change
    
    
    13,289
    
    
    
    10,860
    
    
    
    8,572Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    (124
    )Net Income
    
    
    13,289
    
    
    
    10,860
    
    
    
    8,448Net Income Attributable to the Noncontrolling Interest
    
    
    263
    
    
    
    255
    
    
    
    251Net Income Attributable to Cellco Partnership
    
    
    13,026
    
    
    
    10,605
    
    
    
    8,197Net Income
    
    
    13,289
    
    
    
    10,860
    
    
    
    8,448
  B - 3




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##### Table of Contents



CELLCO PARTNERSHIP
 
   2008
    
    
    2007As Adjusted
    
    
    As AdjustedAs of December 31,
    
    (Note 1)
    
    
    (Note 1)AssetsCurrent assetsCash and cash equivalents
    
    $
    9,227
    
    
    $
    408Receivables, net of allowances of $244 and $217
    
    
    4,364
    
    
    
    3,732Due from affiliates, net
    
    
    155
    
    
    
    178Unbilled revenue
    
    
    254
    
    
    
    252Inventories, net of allowances of $131 and $84
    
    
    1,046
    
    
    
    1,098Prepaid expenses and other current assets
    
    
    579
    
    
    
    306Total current assets
    
    
    15,625
    
    
    
    5,974Plant, property and equipment, net
    
    
    27,136
    
    
    
    25,971Wireless licenses, net
    
    
    62,392
    
    
    
    51,485Goodwill
    
    
    955
    
    
    
    Investment in debt obligations, net
    
    
    4,781
    
    
    
    Deferred charges and other assets, net
    
    
    987
    
    
    
    563Total assets
    
    $
    111,876
    
    
    $
    83,993Liabilities and Partners CapitalCurrent liabilitiesShort-term debt, including current maturities
    
    $
    444
    
    
    $
    Due to affiliates
    
    
    2,941
    
    
    
    3,391Accounts payable and accrued liabilities
    
    
    5,395
    
    
    
    5,838Advance billings
    
    
    1,403
    
    
    
    1,227Other current liabilities
    
    
    220
    
    
    
    147Total current liabilities
    
    
    10,403
    
    
    
    10,603Long-term debt
    
    
    9,938
    
    
    
    Due to affiliate
    
    
    9,363
    
    
    
    2,578Deferred tax liabilities, net
    
    
    6,213
    
    
    
    5,833Other non-current liabilities
    
    
    973
    
    
    
    944Total liabilities
    
    
    36,890
    
    
    
    19,958Commitments and contingencies (see Note 16)
    
    
    
    
    
    
    Partners capitalCapital
    
    
    73,410
    
    
    
    62,404Accumulated other comprehensive loss
    
    
    (116
    )
    
    
    (50
    )Noncontrolling interest
    
    
    1,692
    
    
    
    1,681Total partners capital
    
    
    74,986
    
    
    
    64,035Total liabilities and partners capital
    
    $
    111,876
    
    
    $
    83,993
  B - 4




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##### Table of Contents



CELLCO PARTNERSHIP
 
   2008
    
    2007
    
    2006As Adjusted
    
    As Adjusted
    
    As AdustedYears Ended December 31,
    
    (Note 1)
    
    (Note 1)
    
    (Note 1)Cash Flows from Operating ActivitiesNet income
    
    $
    13,289
    
    
    $
    10,860
    
    
    $
    8,448Add: Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    124Income before cumulative effect of accounting change
    
    
    13,289
    
    
    
    10,860
    
    
    
    8,572Adjustments to reconcile income to net cash provided by
operating activities:Depreciation and amortization
    
    
    5,405
    
    
    
    5,154
    
    
    
    4,913Provision for uncollectible receivables
    
    
    507
    
    
    
    395
    
    
    
    273Provision for deferred income taxes
    
    
    176
    
    
    
    98
    
    
    
    122Other operating activities, net
    
    
    181
    
    
    
    689
    
    
    
    580Changes in current assets and liabilities (net of the
effects of purchased
businesses):Receivables and unbilled revenue, net
    
    
    (1,032
    )
    
    
    (914
    )
    
    
    (726
    )Inventories, net
    
    
    60
    
    
    
    (209
    )
    
    
    10Prepaid expenses and other current assets
    
    
    (74
    )
    
    
    14
    
    
    
    9Accounts payable and accrued liabilities
    
    
    (510
    )
    
    
    (118
    )
    
    
    658Other current liabilities
    
    
    145
    
    
    
    189
    
    
    
    133Net cash provided by operating activities
    
    
    18,147
    
    
    
    16,158
    
    
    
    14,544Cash Flows from Investing ActivitiesCapital expenditures
    
    
    (6,510
    )
    
    
    (6,503
    )
    
    
    (6,618
    )Acquisition of FCC auction licenses
    
    
    (9,363
    )
    
    
    
    
    
    
    (2,809
    )Acquisition of Rural Cellular Corporation, net
    
    
    (914
    )
    
    
    
    
    
    
    Investment in debt obligations
    
    
    (4,766
    )
    
    
    
    
    
    
    Other investing activities, net
    
    
    (526
    )
    
    
    (520
    )
    
    
    (160
    )Net cash used in investing activities
    
    
    (22,079
    )
    
    
    (7,023
    )
    
    
    (9,587
    )Cash Flows from Financing ActivitiesProceeds from affiliates
    
    
    9,363
    
    
    
    
    
    
    
    2,500Payments to affiliates
    
    
    (3,891
    )
    
    
    (5,609
    )
    
    
    (350
    )Net increase (decrease) in revolving affiliate borrowings
    
    
    307
    
    
    
    (1,355
    )
    
    
    (3,051
    )Net change in short-term debt, excluding current maturities
    
    
    
    
    
    
    
    
    
    
    (2,505
    )Repayments of long-term debt
    
    
    (1,505
    )
    
    
    
    
    
    
    Issuance of debt
    
    
    10,324
    
    
    
    
    
    
    
    Distributions to partners
    
    
    (1,529
    )
    
    
    (1,918
    )
    
    
    (1,260
    )Distributions to minority investors, net
    
    
    (249
    )
    
    
    (228
    )
    
    
    (236
    )Debt issuance costs paid
    
    
    (69
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    12,751
    
    
    
    (9,110
    )
    
    
    (4,902
    )Increase in cash and cash equivalents
    
    
    8,819
    
    
    
    25
    
    
    
    55Cash and cash equivalents, beginning of year
    
    
    408
    
    
    
    383
    
    
    
    328Cash and cash equivalents, end of year
    
    $
    9,227
    
    
    $
    408
    
    
    $
    383
  B - 5




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##### Table of Contents



CELLCO PARTNERSHIP
 
   2008
    
    2007
    
    2006As Adjusted
    
    As Adjusted
    
    As AdjustedYears Ended December 31,
    
    (Note 1)
    
    (Note 1)
    
    (Note 1)Partners CapitalBalance at beginning of year
    
    $
    62,404
    
    
    $
    43,677
    
    
    $
    26,645Cumulative effect of adoption of FIN 48
    
    
    
    
    
    
    (19
    )
    
    
    Adjusted balance at beginning of year
    
    
    62,404
    
    
    
    43,658
    
    
    
    26,645Net income
    
    
    13,026
    
    
    
    10,605
    
    
    
    8,197Distributions declared to partners
    
    
    (2,085
    )
    
    
    (1,918
    )
    
    
    (1,260
    )Reclassification of portion of Vodafones partners capital
    
    
    
    
    
    
    10,000
    
    
    
    10,000Other
    
    
    65
    
    
    
    59
    
    
    
    95Balance at end of year
    
    
    73,410
    
    
    
    62,404
    
    
    
    43,677Accumulated Other Comprehensive LossBalance at beginning of year
    
    
    (50
    )
    
    
    (63
    )
    
    
    (52
    )Unrealized losses on cash flow hedges, net
    
    
    (53
    )
    
    
    
    
    
    
    Defined benefit pension and postretirement plans
    
    
    (13
    )
    
    
    13
    
    
    
    (11
    )Other comprehensive income (loss)
    
    
    (66
    )
    
    
    13
    
    
    
    (11
    )Balance at end of year
    
    
    (116
    )
    
    
    (50
    )
    
    
    (63
    )Total Partners Capital Attributable to Cellco Partnership
    
    
    73,294
    
    
    
    62,354
    
    
    
    43,614Noncontrolling InterestBalance at beginning of year
    
    
    1,681
    
    
    
    1,659
    
    
    
    1,650Net income attributable to noncontrolling interest
    
    
    263
    
    
    
    255
    
    
    
    251Distributions
    
    
    (249
    )
    
    
    (228
    )
    
    
    (236
    )Other
    
    
    (3
    )
    
    
    (5
    )
    
    
    (6
    )Balance at end of year
    
    
    1,692
    
    
    
    1,681
    
    
    
    1,659Total Partners Capital
    
    $
    74,986
    
    
    $
    64,035
    
    
    $
    45,273Comprehensive IncomeNet income
    
    $
    13,289
    
    
    $
    10,860
    
    
    $
    8,448Other comprehensive income (loss) per above
    
    
    (66
    )
    
    
    13
    
    
    
    (11
    )Total Comprehensive Income
    
    $
    13,223
    
    
    $
    10,873
    
    
    $
    8,437Comprehensive income attributable to Noncontrolling
interest
    
    
    263
    
    
    
    255
    
    
    
    251Comprehensive income attributable to Cellco Partnership
    
    
    12,960
    
    
    
    10,618
    
    
    
    8,186Total Comprehensive Income
    
    $
    13,223
    
    
    $
    10,873
    
    
    $
    8,437
  B - 6




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##### Table of Contents



CELLCO PARTNERSHIP
 
   1. Description of Business and Summary of Significant Accounting Policies
 Description of Business
    Consolidated Financial Statements and Basis of Presentation
 Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51
  Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51
 Use of Estimates
  Revenue Recognition
  B - 7




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##### Table of Contents



Revenue Recognition in Financial
Statements Revenue Recognition, Accounting for
Revenue Arrangements with Multiple Deliverables
 How Taxes Collected from Customers
and Remitted to Governmental Authorities Should Be Presented in the Income Statement,
 Advertising Costs
  Cash and Cash Equivalents
  Investments
 Accounting for Certain Investments in Debt and Equity Securities
  Inventory
  Capitalized Software
   B - 8




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##### Table of Contents



Plant, Property and Equipment
    Valuation of Assets
  Wireless Licenses
 Goodwill and Other
Intangible Assets,
 Unit of Accounting for Testing Impairment of Indefinite-Lived
Intangible Assets Use of the Residual Method to Value Acquired Assets other than Goodwill
 Capitalization of Interest Costs
 Goodwill
  B - 9




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##### Table of Contents



Fair Value Measurements
 Fair Value Measurements,
     Effective Date of
FASB Statement No. 157, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
 Business Combinations (Revised)
 SFAS No. 159
 The Fair Value Option for Financial Assets and Financial Liabilities  Including an
Amendment of SFAS No. 115,
 Foreign Currency Translation
  Derivatives
 Accounting for Derivative Instruments and Hedging Activities
 B - 10




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##### Table of Contents



Long-Term Incentive Compensation
 Share Based Payment Accounting for Stock-Based Compensation
 Income Taxes
  Accounting for Uncertainty in Income Taxes
 Concentrations
    Segments
  B - 11




---



##### Table of Contents



Recently Issued Accounting Pronouncements
 Determination of the Useful Life of Intangible
Assets
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Business Combinations (Revised) Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 2. Acquisitions
 Acquisition of Rural Cellular Corporation
   B - 12




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##### Table of Contents



As of
    
    
    
    
    
    Adjusted as of(Dollars in Millions)
    
    August 7, 2008
    
    Adjustments
    
    August 7, 2008Assets acquiredWireless licenses
    
    $
    1,014
    
    
    $
    82
    
    
    $
    1,096Goodwill
    
    
    957
    
    
    
    (2
    )
    
    
    955Intangible assets subject to amortization
    
    
    197
    
    
    
    1
    
    
    
    198Other acquired assets
    
    
    1,007
    
    
    
    (34
    )
    
    
    973Total assets acquired
    
    
    3,175
    
    
    
    47
    
    
    
    3,222Liabilities assumedLong-term debt
    
    
    1,505
    
    
    
    
    
    
    
    1,505Deferred income taxes and other liabilities
    
    
    364
    
    
    
    42
    
    
    
    406Total liabilities assumed
    
    
    1,869
    
    
    
    42
    
    
    
    1,911Net assets acquired
    
    $
    1,306
    
    
    $
    5
    
    
    $
    1,311
   Divestiture Markets and Exchange Agreement with AT&T
   B - 13




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##### Table of Contents



3. Wireless Licenses, Goodwill and Other Intangibles, Net
  Wireless Licenses,(Dollars in Millions)
    
    Net (a)Balance, net, as of January 1, 2007
    
    $
    51,115Acquisitions
    
    
    170Capitalized interest on wireless licenses
    
    
    203Other
    
    
    (3
    )Balance, net, as of December 31, 2007
    
    
    51,485Acquisitions
    
    
    10,644Capitalized interest on wireless licenses
    
    
    267Other
    
    
    (4
    )Balance, net, as of December 31, 2008
    
    $
    62,392
 
 (a)
    
    Wireless licenses of approximately $12.4 billion and $3.0 billion were not in service at
December 31, 2008 and 2007, respectively.     (Dollars in Millions)
    
    GoodwillBalance as of January 1, 2008
    
    $
    Acquisitions
    
    
    957Reclassifications and adjustments
    
    
    (2
    )Balance, net, as of December 31, 2008
    
    $
    955
  December 31,(Dollars in Millions)
    
    2008
    
    2007Customer lists (4-7 yrs.) (a)
    
    $
    226
    
    
    $
    96Other (1-18 yrs.)
    
    
    38
    
    
    
    23264
    
    
    
    119Less: accumulated amortization (b)
    
    
    48
    
    
    
    87Other intangibles, net
    
    $
    216
    
    
    $
    32
 
 (a)
    
    The Partnership retired approximately $75 of fully amortized customer lists during the year
ended December 31, 2008.(b)
    
    Based solely on amortizable intangible assets existing at December 31, 2008, the estimated
amortization expense for the five succeeding fiscal years and thereafter is as follows: For the year ended 12/31/2009
    
    $
    58For the year ended 12/31/2010
    
    
    40For the year ended 12/31/2011
    
    
    35For the year ended 12/31/2012
    
    
    32For the year ended 12/31/2013 and thereafter
    
    
    51Total
    
    $
    216
 B - 14




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##### Table of Contents



4. Investment and Financial Instruments
 Investment in Debt Obligations
  Derivatives
  Foreign Exchange Risk Management
  Concentrations of Credit Risk
  5. Fair Value Measurements
  (Dollars in Millions)
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Investment in debt obligations, net
    
    $
    
    
    
    $
    
    
    
    $
    4,781
    
    
    $
    4,781Other assets, net
    
    $
    
    
    
    $
    64
    
    
    $
    
    
    
    $
    64Liabilities:Other non-current liabilities
    
    $
    
    
    
    $
    59
    
    
    $
    
    
    
    $
    59
 B - 15




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##### Table of Contents



Investment in debt(Dollars in Millions)
    
    obligations, netBalance, net, as of January 1, 2008
    
    $
    Total gains (losses) (realized/unrealized)
    
    
    Included in earnings
    
    
    Included in other comprehensive income
    
    
    Purchases, issuances and settlements
    
    
    4,767Discount accretion included in earnings
    
    
    14Transfers in (out) of Level 3
    
    
    Balance, net, as of December 31, 2008
    
    $
    4,781
    At December 31,2008
    
    2007Carrying
    
    Fair
    
    Carrying
    
    Fair(Dollars in Millions)
    
    Value
    
    Value
    
    Value
    
    ValueTerm notes due to affiliates
    
    $
    11,748
    
    
    $
    11,594
    
    
    $
    5,969
    
    
    $
    5,990Short and long-term debt
    
    $
    10,382
    
    
    $
    11,066
    
    
    $
    
    
    
    $
    
  6. Noncontrolling Interest
 December 31,(Dollars in Millions)
    
    2008
    
    2007Verizon Wireless of the East
    
    $
    1,179
    
    
    $
    1,179Cellular partnerships
    
    
    513
    
    
    
    502Noncontrolling interest in consolidated entities
    
    $
    1,692
    
    
    $
    1,681
 Verizon Wireless of the East
  B - 16




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##### Table of Contents



7. Supplementary Financial Information
 Supplementary Balance Sheet Information
 Balance at
    
    Additions
    
    Write-offs,
    
    Balance atbeginning of
    
    charged to
    
    net of
    
    end of the(Dollars in Millions)
    
    the year
    
    operations
    
    recoveries
    
    yearAccounts Receivable Allowances:2008
    
    $
    217
    
    
    $
    507
    
    
    $
    (480
    )
    
    $
    2442007
    
    $
    201
    
    
    $
    395
    
    
    $
    (379
    )
    
    $
    2172006
    
    $
    193
    
    
    $
    273
    
    
    $
    (265
    )
    
    $
    201
 December 31,(Dollars in Millions)
    
    2008
    
    2007Plant, Property and Equipment, Net:Land and improvements
    
    $
    151
    
    
    $
    146Buildings (8-40 yrs.)
    
    
    8,025
    
    
    
    7,064Wireless plant equipment (3-15 yrs.)
    
    
    37,121
    
    
    
    37,706Furniture, fixtures and equipment (5 yrs.)
    
    
    3,915
    
    
    
    3,502Leasehold improvements (5 yrs.)
    
    
    2,912
    
    
    
    2,46952,124
    
    
    
    50,887Less: accumulated depreciation
    
    
    24,988
    
    
    
    24,916Plant, property and equipment , net (a)(b)
    
    $
    27,136
    
    
    $
    25,971
 
 (a)
    
    Construction-in-progress included in certain of the classifications shown in plant, property
and equipment, principally wireless plant equipment, amounted to $1,760 and $1,938 at December 31,
2008 and 2007, respectively.(b)
    
    Interest costs of $62 and $93 and network engineering costs of
$250 and $264 were capitalized during the years ended December 31, 2008 and 2007, respectively. December 31,(Dollars in Millions)
    
    2008
    
    2007Accounts Payable and Accrued Liabilities:Accounts payable
    
    $
    3,056
    
    
    $
    3,092Taxes payable
    
    
    348
    
    
    
    362Accrued payroll
    
    
    320
    
    
    
    262Related employee benefits
    
    
    1,320
    
    
    
    1,807Accrued commissions
    
    
    280
    
    
    
    239Accrued expenses
    
    
    71
    
    
    
    76Accounts payable and accrued liabilities
    
    $
    5,395
    
    
    $
    5,838
 Supplementary Statements of Income Information
 For the Years Ended December 31,(Dollars in Millions)
    
    2008
    
    2007
    
    2006Depreciation and Amortization:Depreciation of plant, property and equipment
    
    $
    5,258
    
    
    $
    5,028
    
    
    $
    4,668Amortization of other intangibles
    
    
    36
    
    
    
    18
    
    
    
    137Amortization of deferred charges and other assets
    
    
    111
    
    
    
    108
    
    
    
    108Total depreciation and amortization
    
    $
    5,405
    
    
    $
    5,154
    
    
    $
    4,913Interest Expense, Net:Interest expense
    
    $
    (490
    )
    
    $
    (547
    )
    
    $
    (770
    )Capitalized interest
    
    
    329
    
    
    
    296
    
    
    
    318Interest expense, net
    
    $
    (161
    )
    
    $
    (251
    )
    
    $
    (452
    )
 B - 17




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##### Table of Contents



Supplementary Cash Flows Information
 For the Years Ended December 31,(Dollars in Millions)
    
    2008
    
    2007
    
    2006Net cash paid for income taxes
    
    $
    575
    
    
    $
    564
    
    
    $
    439Interest paid, net of amounts capitalized
    
    $
    90
    
    
    $
    264
    
    
    $
    445Supplemental investing and financing non-cash transactions:Reclassification of deposits
    
    $
    
    
    
    $
    
    
    
    $
    332Reclassification of portion of Vodafones partners capital
    
    $
    
    
    
    $
    10,000
    
    
    $
    10,000
 8. Debt
  (Dollars in Millions)
    
    Maturities
    
    December 31, 2008650 million 7.625% notes
    
    2011
    
    $
    908500 million 8.750% notes
    
    2015
    
    
    699£600 million 8.875% notes
    
    2018
    
    
    876$1,250 million 7.375% notes
    
    2013
    
    
    1,250$2,250 million 8.500% notes
    
    2018
    
    
    2,250Three-year term loan facility
    
    2009-2011
    
    
    4,440Unamortized discount
    
    
    
    
    (41
    )Total long-term debt, including current maturities
    
    
    
    
    10,382Less: debt maturing within one year
    
    
    
    
    (444
    )Total long-term debt
    
    
    
    $
    9,938
   650
Million 7.625% Notes, 500 Million 8.750% Notes and
£600 Million 8.875%
Notes
   £
 $1,250 Million 7.375% Notes and $2,250 Million 8.500% Notes
  B - 18




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##### Table of Contents



Three-Year Term Loan Facility Agreement
  364-Day Credit Agreement
  Fixed and Floating Rate Notes
  Debt Covenants
  Maturities of Long-Term Debt
  Years
    
    (Dollars in Million)2009
    
    $
    4442010
    
    
    1,9982011
    
    
    2,9052012
    
    
    2013
    
    
    1,240Thereafter
    
    
    3,795
 Bridge Financing
  B - 19




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##### Table of Contents



9. Due from/to Affiliates
 December 31,(Dollars in Millions)
    
    2008
    
    2007Receivable from affiliates, net
    
    $
    155
    
    
    $
    178Payables to affiliates:Distributions payable to affiliates
    
    
    556
    
    
    
    Term notes payable to affiliates:$6,500 million floating rate promissory note, due February 22,
2008
    
    
    
    
    
    
    891$2,500 million fixed rate promissory note, due December 15, 2008
    
    
    
    
    
    
    2,500$2,431 million floating rate promissory note, due August 1, 2009
    
    
    1,931
    
    
    
    2,431$9,000 million fixed rate promissory note, due August 1, 2009
    
    
    454
    
    
    
    147$9,363 million floating rate promissory note, due March 31, 2010
    
    
    9,363
    
    
    
    Total long-term due to affiliates, including current maturities
    
    
    11,748
    
    
    
    5,969Less: current maturities
    
    
    (2,385
    )
    
    
    (3,391
    )Total long-term due to affiliates
    
    $
    9,363
    
    
    $
    2,578
 Receivable from Affiliates, Net
  Distributions Payable to Affiliates
  Term Notes Payable to Affiliates
       B - 20




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##### Table of Contents



10. Employee Benefit Plans
 Employee Savings and Profit Sharing Retirement Plans
    11. Long-Term Incentive Plan
 Verizon Wireless Long Term Incentive Plan
      2008
    
    2007
    
    2006Ranges
    
    Ranges
    
    RangesRisk-free rate
    
    
    0.6%  3.3
    %
    
    
    3.2%  5.1
    %
    
    
    4.6%  5.2
    %Expected term (in years)
    
    
    1.2  3.0
    
    
    
    0.9  3.4
    
    
    
    1.0  3.5Expected volatility
    
    
    33.9%  58.5
    %
    
    
    18.1%  23.4
    %
    
    
    17.6%  22.3
    %
 B - 21




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##### Table of Contents



WeightedAverageExercisePrice
    
    VestedRPUs (a)
    
    VARs (a)
    
    of VARs (a)
    
    VARs(a)Outstanding, January 1, 2006
    
    
    14,452,764
    (b)
    
    
    108,923,171
    
    
    $
    17.12
    
    
    
    63,596,655Granted
    
    
    173,197
    
    
    
    
    
    
    
    Exercised
    
    
    (14,607,439
    )
    
    
    (7,448,447
    )
    
    
    13.00Cancelled
    
    
    (18,522
    )
    
    
    (7,007,944
    )
    
    
    23.25Outstanding, December 31, 2006
    
    
    
    
    
    
    94,466,780
    
    
    
    16.99
    
    
    
    52,041,606Granted
    
    
    
    
    
    
    134,375
    
    
    
    13.89Exercised
    
    
    
    
    
    
    (30,848,164
    )
    
    
    15.07Cancelled/Forfeited
    
    
    
    
    
    
    (3,341,283
    )
    
    
    24.12Outstanding, December 31, 2007
    
    
    
    
    
    
    60,411,708
    
    
    
    17.58
    
    
    
    60,411,708Exercised
    
    
    
    
    
    
    (31,817,204
    )
    
    
    18.47Cancelled/Forfeited
    
    
    
    
    
    
    (350,018
    )
    
    
    19.01Outstanding, December 31, 2008
    
    
    
    
    
    
    28,244,486
    
    
    $
    16.54
    
    
    
    28,244,486
 
 (a)
    
    The weighted average exercise price is presented in actual dollars; VARs and RPUs are presented
in actual units.(b)
    
    RPUs, totaling approximately $303 million vested in full on December 31, 2005 and were paid and
cancelled on January 31, 2006.  VARs Vested & Outstanding (a)WeightedAverageRemaining
    
    WeightedRange of
    
    
    
    
    
    Contractual
    
    AverageExercise Prices
    
    VARs
    
    Life (Years)
    
    Exercise Price$8.74  $14.79
    
    
    17,601,712
    
    
    
    4.70
    
    
    $
    12.20$14.80  $22.19
    
    
    5,058,645
    
    
    
    2.75
    
    
    
    16.78$22.20  $30.00
    
    
    5,584,129
    
    
    
    1.52
    
    
    
    30.00Total
    
    
    28,244,486
    
    
    
    
    
    
    $
    16.54
 
 (a)
    
    As of December 31, 2008 the aggregate intrinsic value of VARs outstanding and vested was
$401 million. B - 22




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##### Table of Contents



Verizon Communications Long Term Incentive Plan
  Restricted Stock Units
   Performance Share Units
    Stock-Based Compensation Expense
   12. Income Taxes
 Provision for Income Taxes
  For the Years Ended December 31,(Dollars in Millions)
    
    2008
    
    2007
    
    2006Current tax provision:Federal
    
    $
    413
    
    
    $
    437
    
    
    $
    355State and local
    
    
    213
    
    
    
    179
    
    
    
    122626
    
    
    
    616
    
    
    
    477Deferred tax provision:Federal
    
    
    217
    
    
    
    93
    
    
    
    94State and local
    
    
    (41
    )
    
    
    5
    
    
    
    28176
    
    
    
    98
    
    
    
    122Provision for income taxes
    
    $
    802
    
    
    $
    714
    
    
    $
    599
 B - 23




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##### Table of Contents



For the Years Ended December 31,(Dollars in Millions)
    
    2008
    
    2007
    
    2006Income tax provision at the statutory rate
    
    $
    4,840
    
    
    $
    3,962
    
    
    $
    3,123State income taxes, net of U.S. federal benefit
    
    
    120
    
    
    
    130
    
    
    
    107Interest and penalties
    
    
    (8
    )
    
    
    4
    
    
    
    Partnership income not subject to federal or state income taxes
    
    
    (4,150
    )
    
    
    (3,382
    )
    
    
    (2,631
    )Provision for income tax
    
    $
    802
    
    
    $
    714
    
    
    $
    599
  December 31,(Dollars in Millions)
    
    2008
    
    2007Deferred tax assets:Bad debt
    
    $
    32
    
    
    $
    10Accrued expenses
    
    
    5
    
    
    
    14Net operating loss carryforward
    
    
    149
    
    
    
    163Valuation allowance
    
    
    (14
    )
    
    
    Other state tax deduction
    
    
    107
    
    
    
    108Total deferred tax assets
    
    $
    279
    
    
    $
    295Deferred tax liabilities:Plant, property and equipment
    
    $
    (496
    )
    
    $
    (428
    )Intangible assets
    
    
    (5,845
    )
    
    
    (5,562
    )Total deferred tax liabilities
    
    $
    (6,341
    )
    
    $
    (5,990
    )Net deferred tax asset-current (a)
    
    $
    151
    
    
    $
    138Net deferred tax liability-non-current
    
    $
    (6,213
    )
    
    $
    (5,833
    )
 
 (a)
    
    Included in prepaid expenses and other current assets in the accompanying consolidated balance
sheets.  Uncertainty in Income Taxes
  (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
    )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
    
    $
    77
 B - 24




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##### Table of Contents



13. Leases
 Operating Leases
   Operating(Dollars in Millions)
    
    LeasesYears2009
    
    $
    1,0242010
    
    
    8412011
    
    
    6642012
    
    
    4922013
    
    
    3372014 and thereafter
    
    
    1,057Total minimum payments
    
    $
    4,415
 14. Other Transactions with Affiliates
  For the Years Ended December 31,(Dollars in Millions)
    
    2008
    
    2007
    
    2006Revenue related to transactions with affiliated companies
    
    $
    106
    
    
    $
    105
    
    
    $
    113Cost of service (a)
    
    $
    1,252
    
    
    $
    1,139
    
    
    $
    935Certain selling, general and administrative expenses (b)
    
    $
    289
    
    
    $
    165
    
    
    $
    116Interest incurred (c)
    
    $
    319
    
    
    $
    532
    
    
    $
    629
 
 (a)
    
    Affiliate cost of service primarily represents cost of long distance, direct telecommunication
and roaming charges from transactions with affiliates.(b)
    
    Affiliate selling, general and administrative expenses include direct billings from
affiliates, 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 were capitalized in wireless licenses, net and plant, property and equipment,
net in the years ended December 31, 2008, 2007 and 2006, respectively. (See Note 7.) B - 25




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##### Table of Contents



(Dollars in Millions)Period Declared
    
    Distribution Measurement Period
    
    Distribution Amount (a)November 2008
    
    July through September 30, 2008
    
    $
    556
    (d)August 2008
    
    April through June 30, 2008
    
    $
    487
    (a)May 2008
    
    January through March 31, 2008
    
    $
    471
    (a)February 2008
    
    October through December 31, 2007
    
    $
    571
    (a)November 2007
    
    July through September 30, 2007
    
    $
    438
    (b)August 2007
    
    April through June 30, 2007
    
    $
    499
    (b)May 2007
    
    January through March 31, 2007
    
    $
    511
    (b)February 2007
    
    October through December 31, 2006
    
    $
    470
    (b)November 2006
    
    July through September 30, 2006
    
    $
    467
    (c)August 2006
    
    April through June 30, 2006
    
    $
    193May 2006
    
    January through March 31, 2006
    
    $
    308
    (c)February 2006
    
    October through December 31, 2005
    
    $
    292
 
 (a)
    
    Includes state tax payments of approximately $22, $35 and $10, paid on behalf of our partners
and subsequently reimbursed.(b)
    
    Includes state tax payments of approximately $17, $51, $10, and $6 paid in the 1st, 2nd, 3rd,
and 4th quarters of 2007, respectively. These amounts were paid on behalf of our partners and
subsequently reimbursed.(c)
    
    Includes state tax payments of approximately $2 and $4 paid in the 2nd and 4th quarters of
2006, respectively. These amounts were paid on behalf of our partners and subsequently
reimbursed.(d)
    
    With respect to a $556 tax distribution we were scheduled to make in November 2008 for the
quarter ending September 30, 2008, Verizon and Vodafone have agreed to defer payment of the
distribution. (See Note 9.) 15. Accumulated Other Comprehensive Income
  December 31,(Dollars in Millions)
    
    2008
    
    
    2007Unrealized losses on cash flow hedges, net
    
    $
    (53
    )
    
    $
    Defined benefit pension and postretirement plans
    
    
    (63
    )
    
    
    (50
    )Accumulated other comprehensive loss
    
    $
    (116
    )
    
    $
    (50
    )
 16. Commitments and Contingencies
    B - 26




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##### Table of Contents



17. Subsequent Events
 Acquisition of Alltel Corporation
    Alltel Divestiture Markets
  New Borrowings
   B - 27




---



##### Table of Contents



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



Return of Capital and Share Consolidation
  Return of Capital Bonus Issue B Shares Pre-existing Shares Pre-existing ADRs
 Initial Redemption
 Initial B Share Dividend Deferred Shares
 Subsequent Redemption
 Share Capital Consolidation Capital Reorganisation New Shares New ADRs
    1. Capital Reorganisation
     2. Initial B Share Dividend
       C-1




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##### Table of Contents



3. Redemption of B Shares
    4. Dividends on New Shares and B Shares other than the Initial B Share Dividend
  5. Stamp Duty and Stamp Duty Reserve Tax
  
 
   6. Section 703 Income and Corporation Taxes Act 1988 (ICTA) and Section 684 Income Tax Act 2007)ITA)
    C-2




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##### Table of Contents



The Initial B Share Dividend
      C-3




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##### Table of Contents



SIGNATURE
  VODAFONE GROUP PUBLIC LIMITED COMPANY 
(Registrant)/s/ Stephen ScottStephen ScottCompany Secretary




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##### Table of Contents



Index to Exhibits to Form 20-F for year ended 31 March 2009
 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 and July 29 2008 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).4.1
    
    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).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).




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##### Table of Contents



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 Arun Sarin (incorporated by reference to Exhibit 4.20 to the Companys
Annual Report on Form 20-F for the financial year ended March 31, 2003).4.12
    
    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).4.13
    
    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).4.14
    
    Letter of Appointment of Dr. Michael Boskin(incorporated by reference to Exhibit
4.9 to the Companys Annual Report on Form 20-F for the financial year ended March 31, 2003).4.16
    
    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).4.17
    
    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).4.18
    
    Letter of Appointment of Jurgen Schrempp (incorporated by reference to Exhibit 4.21 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2004).4.19
    
    Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2004).4.20
    
    Letter of Appointment of Anthony Watson (incorporated by reference to Exhibit 4.26 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2006).4.21
    
    Letter of Appointment of Philip Yea (incorporated by reference to Exhibit 4.27 to the
Companys Annual Report for the financial year ended March 31, 2006).4.22
    
    Service contract of Vittorio Colao (This replaces the service contract incorporated by
reference to Exhibit 4.22 to the Companys Annual Report on Form 20-F for the financial year
ended March 31, 2007).4.23
    
    Letter of appointment of Alan Jebson (incorporated by reference to Exhibit 4.23 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.24
    
    Letter of appointment of Nick Land (incorporated by reference to Exhibit 4.24 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2007).4.25
    
    Letter of appointment of Simon Murray (incorporate by reference to Exhibit 4.25 to the
Companys Annual Report on Form 20-F for the financial year ended March 31, 2008).4.26
    
    Letter of Appointment of Sam Jonah.4.27
    
    Service contract of Michel Combes.4.28
    
    Service contract of Stephen Pusey.4.29
    
    Agreement for US$4,315,000,000 3 year Revolving Credit Facility dated 29 July 2008 among the
Company and various lenders.




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##### Table of Contents



4.30
    
    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
2005.7.
    
    Computation of ratio of earnings to fixed charges for the years ended March 31, 2009, 2008,
2007, 2006 and 2005.8.
    
    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 & Touche LLP, New York.15.3
    
    Capitalisation and Indebtedness table.