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* Colao says "very comfortable" with Verizon stake
* Will keep hold of latest Verizon payout
* Posts biggest-ever fall in key sales figure
* FY EBITDA 13.3 billion stg vs f'cast 13.2 billion
* Shares up 0.7 percent
By Kate Holton and Paul Sandle
LONDON, May 21 (Reuters) - Vodafone boss VittorioColao staked his reputation on selling the group's prized stakein U.S. operator Verizon Wireless at the right time and rightprice, saying on Tuesday he would not bow to pressure to do anydeal.
Contemplating what could be the world's third-largest evercorporate deal, Colao and his number two Andy Halford said theywere happy holders of the 45 percent stake, following increasingdemands from majority owner Verizon Communications Inc for a sale.
That would only change, they said, when they received anoffer which was preferable to the existing structure, in termsof dividends received and tax paid.
Verizon is working on a $100 billion offer, seen as anopening gambit by investors, two people close to the situationhave told Reuters - a deal which would rank behind onlyVodafone's purchase of Mannesmann and Time Warner's AOL buy.
"I'm paid to have a weight on my shoulders," the Italianchief executive said after publishing full-year results thatshowed the scale of the pressures on the rest of the company.
"We are in a very comfortable situation, we have anownership of an asset that delivers a pretty important amount ofvalue to our shareholders, which also has liquidity, and is in acountry which has a fantastic market structure, with a companythat is the leader."
"It is a pretty good position to be in," Colao toldreporters. "(But) if an offer comes that is more advantageousthan the current situation, then of course we will look at it."
Colao, a 51-year-old former partner at consultancy McKinseywho has won plaudits from investors for selling assets at theright time in his almost five years as CEO, noted he had a goodrecord when it came to selling out of different countries.
"So far I think the decisions have been pretty good," hesaid. Shares in Vodafone are up 28 percent since the start ofthe year to highs not seen since the dot-com boom in 2001, onspeculation that a deal could be close.
Formed by the two parents in 2000, Verizon Wireless hasbecome the most important asset in Vodafone's portfolio,providing rapid growth in both subscribers and profits at a timewhen the rest of the British company is contracting.
STEEPEST FALLS
Vodafone's results highlighted the challenges facing Colao,including the biggest-ever drop in one measure of the revenue itgets from customers. That forced the group to reinvest itslatest dividend from the United States into its strugglingEuropean assets, rather than return it to shareholders.
The steepest falls came from southern Europe, with servicerevenue down 12.8 percent in Italy and down 11.5 percent inSpain. The group also took a 1.8 billion pounds impairmentcharge on its business in Italy, taking total writedowns forSpain and Italy for the year to 7.7 billion pounds.
Vodafone is the second-largest mobile operator in both thosemarkets, but has lost share to cheaper rivals as cash-strappedcustomers switch to low-cost options or ditch their phones.
Overall, the contribution from Verizon and cost cutselsewhere helped Vodafone, the world's second-largest mobileoperator with 403 million subscribers, to post profits slightlyahead of forecasts. Core earnings of 13.3 billion poundscompared with a forecast 13.2 billion.
Having completed a three-year dividend programme thatguaranteed an attractive 7 percent growth per year, Vodafonescaled back its ambitions, pledging instead to maintain thedividends at least at current levels.
"We continue to face stiff headwinds from regulation,competition and the tough economic environment, particularly inEurope," Colao said.
Management at Verizon Wireless has implied that the twoparents could also face a lean year in terms of dividends, butColao and Halford said they were happy with their lot.
"If $7 billion is paid out in a lean period, then we're okwith lean periods," Halford said, referring to the sum announcedlast week to both parents. "It is a great business with goodmomentum."
Analysts had said a possible $20 billion tax bill couldprevent a deal, but the people familiar with a possible buyoutsaid it could be structured to keep the bill nearer $5 billion.Asked for his reaction, Colao said he could not comment until hesaw firm details.
"There are so many different possibilities in terms oftransactions and so many jurisdictions involved ... it isdifficult to give an answer," he said. "(But) it's a verydisciplined board, it's a very disciplined management and wehave no emotional attachment to anything."
