Bond Vodafone Plc 6.15% ( US92857WAQ33 ) in USD

Vodafone Plc

109.57 % ▼

United Kingdom

US92857WAQ33 ( in USD )

6.15% per year ( payment 2 times a year)

26/02/2037

Prospectus brochure of the bond Vodafone Group US92857WAQ33 en USD 6.15%, maturity 26/02/2037

27/08/2026 ( In 174 days )

Vodafone Group is a British multinational telecommunications company providing mobile and fixed line services, as well as broadband and internet access, across numerous countries globally.

The Bond issued by Vodafone Plc ( United Kingdom ) , in USD, with the ISIN code US92857WAQ33, pays a coupon of 6.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/02/2037

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424B2 1 u51944e424b2.htm FORM 424(B)(2)
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Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-110941
Prospectus Supplement to Prospectus dated September 1, 2006

$3,500,000,000
VODAFONE GROUP PUBLIC LIMITED COMPANY
$500,000,000 FLOATING RATE NOTES DUE FEBRUARY 2012
$500,000,000 5.350% NOTES DUE FEBRUARY 2012
$1,300,000,000 5.625% NOTES DUE FEBRUARY 2017
$1,200,000,000 6.150% NOTES DUE FEBRUARY 2037
The Notes offered by this prospectus supplement comprise the $500,000,000 Floating Rate Notes Due February 2012 (the "Tranche 1 Notes"),
the $500,000,000 5.350% Notes Due February 2012 (the "Tranche 2 Notes"), the $1,300,000,000 5.625% Notes Due February 2017 (the
"Tranche 3 Notes"), and the $1,200,000,000 6.150% Notes Due February 2037 (the "Tranche 4 Notes" and, together with the Tranche 1 Notes, the
Tranche 2 Notes, and the Tranche 3 Notes, the "Notes"). Interest will be payable with respect to the Tranche 1 Notes quarterly on February 27,
May 27, August 27 and November 27 of each year, commencing May 27, 2007, up to and including February 27, 2012, the maturity date for the
Tranche 1 Notes; with respect to the Tranche 2 Notes, semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up
to and including February 27, 2012, the maturity date for the Tranche 2 Notes; with respect to the Tranche 3 Notes, semi-annually on February 27
and August 27 of each year, commencing August 27, 2007, up to and including February 27, 2017, the maturity date for the Tranche 3 Notes; and
with respect to the Tranche 4 Notes, semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up to and including
February 27, 2037, the maturity date for the Tranche 4 Notes, subject, in each case, to the applicable business day convention. We will repay the
Tranche 1 Notes on February 27, 2012, the Tranche 2 Notes on February 27, 2012, the Tranche 3 Notes on February 27, 2017 and the Tranche 4
Notes on February 27, 2037, in each case at 100% of their principal amount plus accrued interest. The Notes will be unsecured and will rank
equally with all other unsecured, unsubordinated obligations of Vodafone Group Plc from time to time outstanding.
We may redeem any tranche of the Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the
occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus. In addition, we may redeem the
Tranche 2 Notes, the Tranche 3 Notes or the Tranche 4 Notes in whole or in part, at any time at 100% of the principal amount plus accrued interest
plus a make-whole amount as described herein.
Application will be made to list the Notes on the New York Stock Exchange. We expect that the Notes will be eligible for trading on the New
York Stock Exchange within 30 days after delivery.
See "Risk Factors" beginning on page 5 of the accompanying prospectus and "Risk Factors, Trends and Outlook -- Risk Factors" on
pages 43 to 44 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2006, which is incorporated by reference in this
prospectus supplement and the accompanying prospectus, to read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.

Underwriting

Discounts and
Proceeds, Before

Price to Public(1)
Commissions

Expenses(2)

Per Tranche 1 Note
100.000%
0.044%

99.956%
Total for Tranche 1 Notes
$ 500,000,000
$ 220,000
$ 499,780,000
Per Tranche 2 Note
99.948%
0.078%

99.870%
Total for Tranche 2 Notes
$ 499,740,000
$ 390,000
$ 499,350,000
Per Tranche 3 Note
99.630%
0.151%

99.479%
Total for Tranche 3 Notes
$1,295,190,000
$1,963,000
$1,293,227,000
Per Tranche 4 Note
99.390%
0.188%

99.202%
Total for Tranche 4 Notes
$1,192,680,000
$2,256,000
$1,190,424,000
Total $3,487,610,000
$4,829,000

$3,482,781,000
(1) Plus accrued interest, if any, from February 27, 2007.

(2) See "Underwriting" beginning on page S-10 of this prospectus supplement.
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The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company, referred
to herein as DTC, against payment in New York, New York, on or about February 27, 2007. The clearing and settlement system will be the
book-entry system operated by DTC.
Lehman Brothers
Morgan Stanley
Prospectus Supplement dated February 20, 2007
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Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise
requires, references in this prospectus supplement or the accompanying prospectus to "Vodafone", "we", "our", "ours"
and "us" are to Vodafone Group Plc.
GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, and, if given or made, such
information must not be relied upon as having been authorized. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Notes to which it
relates or an offer to sell or the solicitation of an offer to buy such Notes by any person in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since
the date of this prospectus supplement or that the information contained in this prospectus supplement and the accompanying
prospectus is correct as of any time subsequent to its date.
The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the
accompanying prospectus come are required by us and the underwriters to inform themselves about and to observe any such
restrictions.
To the extent that the offer of the Notes is made in any EEA Member State that has implemented Directive 2003/71/ EC
(together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the date of
publication of an approved prospectus in relation to such Notes which has been approved by the competent authority in that
Member State in accordance with the Prospectus Directive (or, where appropriate, published in accordance with the
Prospectus Directive and notified to the competent authority in that Member State in accordance with the Prospectus
Directive), the offer (including any offer pursuant to this document) is only addressed to qualified investors in that Member
State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not
require us to publish a prospectus pursuant to the Prospectus Directive.
Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
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DESCRIPTION OF NOTES
This section contains a brief description of the terms of the Notes. For additional information about the Notes and their
terms, please see "Description of the Debt Securities We May Offer" in the accompanying prospectus.
Floating Rate Notes Due February 2012
Maturity date
We will repay the Tranche 1 Notes on February 27, 2012 at 100% of their principal amount
plus accrued interest.

Issue date
February 27, 2007.

Issue price
100% of the principal amount, plus accrued interest, if any, from February 27, 2007.

Interest rate
The interest rate for the period from February 27, 2007, to but excluding the first interest reset
date will be the initial base rate, as adjusted by adding the spread. Thereafter, the interest rate
will be the base rate, as adjusted by adding the spread. The interest rate will be reset quarterly
on each interest reset date.

Base rate
3-month U.S. dollar LIBOR.

Spread
plus 0.28%.

Initial base rate
3-month U.S. dollar LIBOR, as determined on February 23, 2007.

Interest payment dates
Quarterly on February 27, May 27, August 27 and November 27 of each year, commencing
May 27, 2007, up to and including the maturity date for the Tranche 1 Notes, subject to the
applicable business day convention.

Interest reset dates
Starting with the interest period scheduled to commence on May 27, 2007, the interest reset
date for each interest period will be the first day of such interest period, subject to the
applicable business day convention.

Interest determination date
The interest determination date relating to a particular interest reset date will be the second
London business day preceding such interest reset date.

Business day convention
Modified following.

Day count fraction
Actual/360 (ISDA).

Calculation Agent
Citibank, N.A.
5.350% Notes Due February 2012
Maturity date
We will repay the Tranche 2 Notes on February 27, 2012 at 100% of their principal amount
plus accrued interest.

Issue date
February 27, 2007.

Issue price
99.948% of the principal amount, plus accrued interest, if any, from February 27, 2007.

Interest rate
5.350% per annum.

Interest payment dates
Semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up
to and including the maturity date for the Tranche 2 Notes, subject to the applicable business
day convention.

Business day convention
Following.
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Day count fraction
30/360.

Optional make-whole
We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time and from
redemption
time to time at a redemption price equal to the greater of (1) 100% of the principal amount of
such Notes plus accrued interest to the date of redemption and (2) as determined by the
quotation agent, the sum of the present values of the remaining scheduled payments of
principal and interest on such Notes (excluding any portion of such payments of interest
accrued as of the date of redemption) discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury
rate, together with accrued interest to the date of redemption.
5.625% Notes Due February 2017
Maturity date
We will repay the Tranche 3 Notes on February 27, 2017 at 100% of their principal amount
plus accrued interest.

Issue date
February 27, 2007.

Issue price
99.630% of the principal amount, plus accrued interest, if any, from February 27, 2007.

Interest rate
5.625% per annum.

Interest payment dates
Semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up
to and including the maturity date for the Tranche 3 Notes, subject to the applicable business
day convention.

Business day convention
Following.

Day count fraction
30/360.

Optional make-whole
We have the right to redeem the Tranche 3 Notes, in whole or in part, at any time and from
redemption
time to time at a redemption price equal to the greater of (1) 100% of the principal amount of
such Notes plus accrued interest to the date of redemption and (2) as determined by the
quotation agent, the sum of the present values of the remaining scheduled payments of
principal and interest on such Notes (excluding any portion of such payments of interest
accrued as of the date of redemption) discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury
rate, plus 15 basis points, together with accrued interest to the date of redemption.
6.150% Notes Due February 2037
Maturity date
We will repay the Tranche 4 Notes on February 27, 2037 at 100% of their principal amount
plus accrued interest.

Issue date
February 27, 2007.

Issue price
99.390% of the principal amount, plus accrued interest, if any, from February 27, 2007.

Interest rate
6.150% per annum.
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Interest payment dates
Semi-annually on February 27 and August 27 of each year, commencing August 27, 2007, up
to and including the maturity date for the Tranche 4 Notes, subject to the applicable business
day convention.

Business day convention
Following.

Day count fraction
30/360.

Optional make-whole
We have the right to redeem the Tranche 4 Notes, in whole or in part, at any time and from
redemption
time to time at a redemption price equal to the greater of (1) 100% of the principal amount of
such Notes plus accrued interest to the date of redemption and (2) as determined by the
quotation agent, the sum of the present values of the remaining scheduled payments of
principal and interest on such Notes (excluding any portion of such payments of interest
accrued as of the date of redemption) discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury
rate, plus 25 basis points, together with accrued interest to the date of redemption.
The following terms apply to each of the Notes:
Business days
For the Tranche 1 Notes, London and New York; for the Tranche 2 Notes, the Tranche 3
Notes and the Tranche 4 Notes, New York.

Ranking
The Notes will rank equally with all present and future unsecured and unsubordinated
indebtedness of Vodafone. Because we are a holding company, the Notes will effectively rank
junior to any indebtedness or other liabilities of our subsidiaries.

Regular record dates for
With respect to each interest payment date, the date that is 15 calendar days prior to such date,
interest
whether or not such date is a business day.

Payment of additional
We intend to make all payments on the Notes without deducting United Kingdom (U.K.)
amounts
withholding taxes. If any deduction is required on payments to non-U.K. investors, we will
pay additional amounts on those payments to the extent described under "Description of Debt
Securities We May Offer -- Payment of Additional Amounts" in the accompanying
prospectus.

Optional tax redemption
We may redeem any of the tranches of Notes before they mature if we are obligated to pay
additional amounts due to changes on or after the date of the final term sheet in U.K.
withholding tax requirements, a merger or consolidation with another entity or a sale or lease
of substantially all our assets and other limited circumstances described under "Description of
Debt Securities We May Offer -- Payment of Additional Amounts" in the accompanying
prospectus. In that event, we may redeem any of the tranches of the outstanding Notes in
whole but not in part on any interest payment date, at a price equal to 100% of their principal
amount plus accrued interest to the date fixed for redemption.

Adjusted treasury rate
For the Tranche 2 Notes, the Tranche 3 Notes and the Tranche 4 Notes, adjusted treasury rate
means, with respect to any redemption date, the rate per year equal to the semi-annual
equivalent yield to maturity of the comparable treasury issue, assuming a price for the
comparable treasury issue (expressed as a percentage of its principal amount) equal to the
comparable treasury price for such redemption date.
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Comparable treasury issue means the U.S. Treasury security selected by the quotation agent
as having a maturity comparable to the remaining term of such notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining terms of such notes.

Comparable treasury price means, with respect to any redemption date, the average of the
reference treasury dealer quotations for such redemption date.

Quotation agent means the reference treasury dealer appointed by the trustee after
consultation with us. Reference treasury dealer means any primary U.S. government securities
dealer in New York City selected by the trustee after consultation with us.

Reference treasury dealer quotations means with respect to each reference treasury dealer and
any redemption date, the average, as determined by the trustee, of the bid and asked prices for
the comparable treasury issue (expressed as a percentage of its principal amount) quoted in
writing to the trustee by such reference treasury dealer at 5:00 p.m. Eastern Standard Time on
the third business day preceding such redemption date.

Listing
We will file an application to list the Notes on the New York Stock Exchange. We expect that
the Notes will be eligible for trading on the New York Stock Exchange within 30 days after
delivery of the Notes.

Use of proceeds
We intend to use the proceeds from the sale of the Notes for general corporate purposes.
General corporate purposes may include working capital, the repayment of existing debt
(including debt of acquired companies), financing capital investments or acquisitions and any
other purposes that may be stated.

Risk factors
You should carefully consider all of the information in this prospectus supplement and the
accompanying prospectus, which includes information incorporated by reference. In
particular, you should evaluate the specific factors under "Risk Factors" beginning on page 5
of the accompanying prospectus and "Risk Factors, Trends and Outlook -- Risk Factors" on
pages 43 to 44 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2006
for risks involved with an investment in the Notes.

Trustee and principal
Citibank, N.A.
paying agent

Timing and delivery
We currently expect delivery of the Notes to occur on or about February 27, 2007.

Underwriters
Lehman Brothers and Morgan Stanley.
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USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts and commissions but before expenses and excluding
reimbursements to be paid by the underwriters to us) from the sale of the Notes will be approximately $3,482,781,000. We
intend to use the proceeds from the sale of the Notes for general corporate purposes. General corporate purposes may include
working capital, the repayment of existing debt (including debt of acquired companies), financing capital investments or
acquisitions and any other purposes that may be stated. We may temporarily invest funds that we do not need immediately
for these purposes in short-term marketable securities.
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CAPITALIZATION AND INDEBTEDNESS
The following table sets out our unaudited called up share capital, and the borrowings and indebtedness of Vodafone, its
consolidated subsidiaries and share of joint ventures, referred to as the Group, as at September 30, 2006.

At September 30,

2006

£
$

(In millions)
Share Capital

Called up share capital (68.25 billion ordinary shares of $0.11 3/7 each, authorized,

57,990,498,289 ordinary shares allotted, issued and fully paid)
4,166
7,798

Borrowings and Indebtedness
The borrowings and indebtedness of the Group, excluding intra-group borrowings, at September 30, 2006 were as
follows:

At September 30,

2006

£
$

(In millions)
Total borrowings and indebtedness(1)-(11)

21,335
39,935

(1) The total sterling amount has been expressed in U.S. dollars solely for convenience and translated at an exchange rate of
$1.8718 to £1.00.
(2) All borrowings and indebtedness are unsecured, except for indebtedness in respect of Vodafone Egypt of £23 million
($43 million) and Vodafone Albania of £22 million ($41 million). Borrowings and indebtedness include long term and
short term borrowings and finance lease obligations.
(3) At September 30, 2006, Vodafone had issued guarantees in respect of notes issued by its wholly-owned subsidiary
Vodafone Americas Inc. (previously Airtouch Communications, Inc.) amounting to £168 million ($314 million) and
guaranteed debt of its wholly-owned subsidiary Vodafone Finance K.K. Limited (previously J-Phone Finance Co. Ltd)
of £1,170 million ($2,190 million). No other indebtedness in the nature of borrowing in the Group is guaranteed.
(4) At September 30, 2006, the Group had issued performance bonds with an aggregate value of £95 million ($178 million)
that are not included within the above table of indebtedness. These are primarily in respect of undertakings to roll out
third generation networks by its subsidiaries in Spain and Ireland. Of this, £57 million ($107 million) is in respect of
performance commitments given in Spain.

(5) As at September 30, 2006, the Group had cash, cash equivalents and certain fair value adjustments on financial
instruments of £1,106 million ($2,070 million), giving total net borrowings and indebtedness of £20,229 million
($37,864 million).

(6) On November 27, 2006, Vodafone issued 200 million ($262 million at a $/ exchange rate of 1.3121) 4.75% bonds
with a maturity of June 14, 2016.
(7) On January 16, 2007, Vodafone issued 300 million ($388 million at a $/ exchange rate of 1.2917) 4% bonds with a
maturity of January 30, 2009.
(8) On January 19, 2007, Vodafone issued 150 million ($195 million at a $/ exchange rate of 1.2967) floating rate notes
with a maturity of February 5, 2009.

(9) On January 31, 2007, Vodafone issued 300 million ($390 million at a $/ exchange rate of 1.3009) floating rate notes
with a maturity of February 15, 2010.
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