Securities and Exchange Commission
Mail Stop 3720
CF/AD11
100 F St. NE
Washington, DC 20549-3561
April 20, 2006
Mr. Arun Sarin
Chief Executive
Vodafone Group Public Limited Company
Vodafone House, The Connection
Newbury, Berkshire RG14 2FN, England
RE: Vodafone Group Public Limited Company
Form 20-F for the fiscal year ended March 31, 2005
Filed June 8, 2005
File No. 1-10086
Dear Mr. Sarin:
We have reviewed your response letter dated March 24, 2006
and
have the following comments.
Form 20-F for the year ended March 31,2005
General
1. We note from your website that you may have operations
associated
with Cuba, Iran, Libya, Syria and Sudan, which are identified as
state sponsors of terrorism by the U.S. State Department and
subject
to economic sanctions imposed, in part, as a result of actions in
support of terrorism and/or pursuit of weapons of mass
destruction.
In particular, we note the Vodafone costs and coverage for Syria,
Sudan, Libya and Iran. We note also the press release from 2002
announcing that you first offered roaming in Cuba. Your Form 20-F
does not contain any disclosure about operations associated with
these countries. With a view to disclosure, please address the
materiality of your contacts with these countries. Your response
should describe your current, historical and anticipated
operations
in, and contacts with, these countries, whether through
subsidiaries,
affiliates, joint ventures or other direct and indirect
arrangements,
including any arrangements for voice service within these
countries
provided by affiliates or third parties.
2. In your materiality analysis, please discuss whether your
operations or contacts, if any, constitute a material investment
risk
for your security holders.
3. In preparing your response please consider that evaluations of
materiality should not be based solely on quantitative factors,
such
as the approximate dollar amount of revenues and assets associated
with Cuba, Libya, Iran, Syria, and Sudan, but should include
consideration of qualitative factors that a reasonable investor
would
deem important in making an investment decision, including the
potential impact of corporate activities upon a company`s
reputation
and share value. In this regard, we note that Arizona and
Louisiana
have adopted legislation requiring their state retirement systems
to
prepare reports regarding state pension fund assets invested in,
and/or permitting divestment of state pension fund assets from,
companies that do business with countries identified as state
sponsors of terrorism. Illinois, Oregon and New Jersey have
adopted,
and other states are considering, legislation prohibiting the
investment of certain state assets in, and/or requiring the
divestment of certain state assets from, companies that do
business
with Sudan. Harvard University, Stanford University, Yale
University
and Dartmouth College have all adopted policies prohibiting
investment in, and/or requiring divestment from, companies that do
business with Sudan. Your materiality analysis should address the
potential impact of the investor sentiment evidenced by these
actions
directed toward companies operating in the referenced countries.
Financial Statements
Note 36. US GAAP Information
h) Cumulative effect of changes in accounting principles
EITF Topic D-108, page 132
4. We note in your response to comments 3 and 4 that you have
determined that the lowest level for which identifiable cash flows
are largely independent of the cash flows of the Group`s other
assets
and liabilities is at the level of the operating company owning
one
or more national wireless licenses, in this case Vodafone Italy
and
Vodafone Germany. Explain to us why you are not able to identify
cash flows at a level lower than the operating company level. It
appears Vodafone Italy and Vodafone Germany should be able to
identify revenues derived from their GSM based network and the W-
CDMA
based network. If so, it appears within each operating company
you
should recognize and measure impairment loss for asset groups
comprised of the national GSM networks, licenses, and related
equipment and the national W-CDMA networks, licenses, and related
equipment. Please advise us and explain to us the nature and
structure of your operations in Italy and Germany.
5. Regarding your SFAS No. 144 impairment analysis, please respond
to
the following comments.
* With respect to the actual cash flows earned in Italy and
Germany
in 2005, please tell us the amounts derived from your GSM based
networks and your W-CDMA based networks.
* Tell us if your W-CDMA networks are substantially complete. If
not, quantify for us the costs that you expect to incur to fully
develop the network and explain the nature of any assets that must
be
acquired.
* Explain to us the expected timing and costs of transitioning
your
customers from the GSM networks to the W-CDMA networks.
* Tell us if you included in your analysis the cash flows
associated
with all future expenditures necessary to develop your W-CDMA
networks, as required pursuant to paragraph 20 of SFAS No. 144.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accounting Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3815 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
Mr. Arun Sarin
Chief Executive
Vodafone Group Public Limited Company
April 20, 2006
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