Form 20-F     ü 

Form 40-F           

      Yes        

             No  ü 

At September 30,

2012

£

(in millions)

Borrowings and Indebtedness

Short-term borrowing

8,632

Short-term derivative financial instruments *

111

Total short-term borrowings

8,743

Long-term borrowings

26,883

Long-term derivative financial instruments *

226

Total long-term borrowings

27,109

Total borrowings and indebtedness

35,852

Share Capital

Called up share capital (53,819,961,569 ordinary shares allotted, issued and fully paid)

3,866

Treasury shares held (4,641,101,208 shares)

(7,573)

Additional paid-in capital

154,199

Retained losses

(89,575)

Accumulated other comprehensive income

8,518

Total equity and shareholders’ funds

69,435

Total Capitalization and Indebtedness

105,286

(1)

At September 30, 2012, all borrowings and indebtedness are unsecured, except for indebtedness in respect of Vodafone India of INR169.4 billion, Vodafone Americas Finance 2 Inc. of US$3.7 billion and Vodafone Ghana Telecommunications Limited of US$0.2 billion.

(2)

At September 30, 2012, the Group had contingent indebtedness relating to outstanding guarantees, performance bonds and other contingent indebtedness items totaling £978 million.

(3)

At September 30, 2012, the Group had cash and cash equivalents of £4,293 million, liquid investments primarily in index linked government bonds and a managed investment fund of £2,963 million and trade and other receivables which comprise certain mark to market adjustments on financing instruments of £2,632 million, giving total net borrowings and indebtedness of £25,964 million.

(4)

The Group’s outstanding US and euro commercial paper, reported within short term borrowings in the above table, increased by US$ 2,073 million and €1,531 million respectively between September 30, 2012 and February 5, 2013.

(5)

On October 31, 2012 the Group confirmed that Vodafone New Zealand had completed the acquisition of TelstraClear Limited for a cash consideration of NZ$840 million. The transaction had previously been announced on July 12, 2012.

(6)

On November 16, 2012 Vodafone Ireland announced it had been awarded spectrum to the value of €160.8 million. €72million was paid in July 2012, €88.8million was paid during November 2012.

(7)

On November 13, 2012 the Group announced a $3.825 billion dividend from Verizon Wireless which was received in November 2012 and December 2012 and of which £1.5bn was allocated to a share buyback programme which commenced in December 2012. Between September 30, 2012 and February 5, 2013, the Group purchased 229,455,000 of its ordinary shares at a cost (including dealing and associated costs) of £373,787,034. At February 5, 2013, the Group held 4,863,891,831 of its ordinary shares in treasury and had 48,956,360,198 ordinary shares in issue (excluding treasury shares).

(8)

On November 15, 2012 Vodafone India announced it had been awarded spectrum to the value of INR 11.3 billion. During November, 2012 INR 3.7 billion was paid, the balance of INR 7.6 billion is payable in 10 equal annual installments commencing December 25, 2015.

(9)

On January 9, 2013 €1.4 billion was paid in relation to spectrum in the Netherlands.

(10)

Other than the changes mentioned in the above footnotes and changes due to movements in foreign exchange rates, there has been no material change in the capitalization and indebtedness of the Group since September 30, 2012.

VODAFONE GROUP

PUBLIC LIMITED COMPANY

  (Registrant)

Dated: February 7, 2013

By: /s/ Neil Garrod

Name: Neil Garrod

Title:   Group Treasury Director