Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Dated January 25, 2006

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

     Form 20-F   ü      Form 40-F      

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                         No   ü   

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82_______________

 This Report on Form 6-K contains a news release issued by Vodafone Group Plc on January 24, 2005, entitled “VODAFONE REPORTS THIRD QUARTER KPIs AND REITERATES GUIDANCE”.

24 January 2006

VODAFONE REPORTS THIRD QUARTER KPIs AND REITERATES GUIDANCE

Vodafone Group Plc (“Vodafone”) today announces key performance indicators for the quarter ended 31 December 2005. The main highlights are:

•      Good overall operating performance in challenging markets

•      Strong growth in customers with 7.1 million proportionate organic net additions, 30% higher than for the same quarter last year.  Total proportionate net additions were 8.3 million, bringing the total proportionate customer base to 179.3 million

•      Continued growth in 3G in the Christmas quarter with 3.1 million 3G devices added. The total 3G device base is now 8.0 million in the Group’s subsidiaries and joint ventures and a further 1.1 million in the Group’s associates

•      Organic growth of 8.0% for the quarter in total proportionate mobile revenue and 7.0% in proportionate mobile service revenue year on year.  On a statutory basis, growth in mobile service revenue was 5.4%, with organic growth of 4.3%

•      Vodafone reiterates its current year guidance.  The Group expects organic growth for this financial year in proportionate mobile revenue in the middle of the 6% to 9% range.  Vodafone also expects the organic proportionate mobile EBITDA margin for this financial year to be at the lower end of the flat to 1 percentage point lower range

•      Vodafone’s preliminary outlook for the next financial year remains unchanged

Arun Sarin, Chief Executive of Vodafone, commented:

“Vodafone has delivered a good operational performance in a challenging environment. Sales of 3G devices accelerated in the Christmas quarter and we continue to see encouraging take-up of data services. Our major markets have seen increasing competitor activity, whilst our emerging market businesses have reported strong growth. We expect to deliver full year results in line with our existing guidance and our preliminary outlook for next year remains unchanged.”

Group review

Vodafone saw increasing competition across Europe during the quarter, particularly in some of its major markets.  Verizon Wireless continues to perform well in the United States and the performance in Japan reflects ongoing execution of its recovery plan.

Strong customer growth was recorded across many of the Group’s markets during the Christmas quarter, driven by both seasonal prepaid growth and continued focus on 3G. Proportionate organic net customer additions in the quarter of 7.1 million represents annualised quarterly growth in customers of 16.5%.

Organic proportionate mobile service revenue growth for the quarter was 7.0% year on year, with 8.0% organic growth on a total revenue basis driven by higher handset revenue from increased volumes.  As a result, Vodafone continues to expect organic growth in proportionate mobile revenues for the full year to be in the middle of the 6% to 9% range.  Termination rate reductions continue to affect the performance in several businesses, most notably Italy. The estimated effect is to reduce organic proportionate mobile revenue growth in the quarter by approximately 1%, net of the benefit from the introduction of mobile to mobile voice interconnect in France.

Underlying trends for service revenue, excluding the impact from changes in termination rates, in Germany, Italy and the UK saw lower growth as a result of the impact of increased competition and price declines.  Offsetting this were good performances from Spain and the US with Vodafone’s emerging market operations also continuing to perform well with strong service revenue growth of 39% in Romania, 36% in Egypt and 22% in South Africa.

3G sales continue to develop in line with expectations, with 3.1 million net additions in the quarter, bringing the closing total to 8.0 million, including 7.4 million consumer devices.  3G net additions in the quarter are over 80% higher than recorded in the quarter to September.  Non-messaging data revenue growth in the quarter was 24% year on year, including 53% growth outside of Japan.

Despite seeing increased competition in many of its core markets, Vodafone still expects to deliver full year results in line with its existing guidance. The Group sees continued investment in customers together with ongoing operating cost management and, therefore, Vodafone expects the full year organic proportionate mobile EBITDA margin to be at the lower end of the flat to minus 1% range when compared to the previous financial year.

Germany

The German market saw increased competition, notwithstanding seasonal promotions, in the quarter both in contract and prepaid, with higher handset subsidies and lower pricing, particularly in the low-end segment of prepaid driven by ‘no frills’ offers.

Against this competitive environment, Vodafone Germany delivered a quarter of strong customer growth with 906,000 net additions, taking the total base to 29.2 million, 8.3% higher year on year.  Prepaid net additions represented 86% of the total for the quarter compared to 69% in the same period last year.  3G devices increased by 78% from the end of September to over 1.4 million, demonstrating clear market leadership in this segment.

Annualised blended churn for the quarter rose to 21.2% from 18.8% in the same quarter last year, largely driven by higher prepaid churn due to competitive pressures.  While churn is historically seasonally higher in this quarter, prepaid churn also increased due to higher rotational churn as customers self-upgrade.  Contract churn remained broadly stable year on year.

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Blended ARPU for the quarter was down 7.8% year on year. Prepaid ARPU was principally affected by an increase in inactivity in the customer base due to competitive pressures. Contract ARPU fell by 3% due to a greater proportion of net customer additions through service providers and the impact of SMS promotions in the quarter.

Total voice usage for the quarter increased by 16% year on year, compared with 8% for the quarter to September, through higher usage from 3G bundles, tariff options and new prepaid promotional tariffs designed to stimulate demand.

Service revenue was flat year on year, with an 11.7% increase in non-voice revenue offset by a 2.7% decline in voice revenue.  Changes in termination rates reduced voice revenue growth year on year in the quarter by 1.5%.  Voice revenue was also impacted by the factors affecting ARPU.  Non-voice revenue benefited from an over 50% increase in non-messaging data revenue, driven by uptake of 3G services.

Net acquisition and retention costs as a percentage of service revenues increased year on year, principally driven by prepaid through higher acquisition volumes and an increase in acquisition cost per gross addition from the introduction of 3G for prepaid customers.

Italy

Competitive intensity has increased significantly in the quarter with operators competing aggressively on handset subsidies and, increasingly, on price.

Vodafone Italy registered 324,000 proportionate net customer additions in the quarter, bringing the total proportionate base to 18.2 million, up 7% year on year.  3G continues to develop well with 673,000 new 3G customers in the quarter, bringing the overall base to 1.7 million.

Annualised blended churn for the quarter was 19.1%, up slightly from 18.6% for the same quarter last year, reflecting the impact of increased competition.

Blended ARPU for the quarter was down 8.3% year on year, principally as a result of a reduction in termination rates which took effect from 1 September 2005.  The underlying fall in ARPU is due to a higher level of promotional activity and lower usage per customer as a result of competitive pressures.  Total voice usage was up 3.7% year on year, maintaining the upward trend of the quarter to September, with continued usage increases from a range of voice stimulation promotions.  MMS volumes increased by nearly 80%, benefiting from messaging promotions and an increased penetration of MMS enabled devices.

Underlying service revenue growth for the quarter was approximately 4.0% year on year, with a 5.7% impact from changes in termination rates resulting in an overall decline in service revenue of 1.7%.  Overall voice revenue fell by 4.7%, with the growth in the customer base being more than offset by the headline fall in ARPU.  Non-voice revenue increased by 16.1%, with 12.8% growth in messaging due to higher volumes and over 40% growth in non-messaging data revenue as the 3G base increases.

Net acquisition and retention costs as a percentage of service revenue for the quarter were stable year on year, with lower net acquisition costs being offset by higher upgrade volumes and increased cost per upgrade from continued focus on retaining higher value customers.

Japan

Japan remains a challenging market for Vodafone, with the primary focus of competitors being on market share.  Vodafone Japan continues to execute a recovery plan based on offering a more competitive handset range, an improved 3G network and an attractive range of tariffs and services.

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The quarter saw an improvement in customer performance, with 123,000 proportionate net additions, the highest level since the quarter to March 2004.  Vodafone Japan benefited from the introduction of new flat rate tariff plans and a steady improvement in the range and quality of 3G handsets. Vodafone’s overall market share of net additions reached double digits for both November and December, whilst Vodafone’s market share of 3G net additions remained fairly constant throughout the quarter at just over 10%.  Vodafone Japan had registered 2.2 million 3G devices by the end of December.

Annualised blended churn for the last quarter improved to 17.6% from 19.1% in the quarter to September, through continued focus on retention and upgrading customers to 3G.

Blended ARPU for the quarter was down 3.7% year on year, an improvement from the 5.4% fall recorded in the quarter to September.  The continued fall in ARPU reflects the loss of higher value customers during the previous financial year and competitive pressures on pricing.  The improved trend is due to the positive impact from the new range of flat rate plans, which are generating additional usage, together with the negative impact on the quarter to December 2004 from the introduction of a total ban on the use of mobile phones whilst driving.

Service revenue fell 4.5% year on year due to the decline in ARPU.  Voice revenue fell 6.2%, with non-voice revenue broadly stable.  The improvement versus the previous quarter can be attributed to Vodafone Japan’s improved ability to retain customers, resulting from a better handset line-up and service offering.

Net acquisition and retention costs as a percentage of service revenue increased year on year but were slightly lower than the quarter to September.  Net acquisition costs were similar year on year, with lower volumes offset by higher unit costs.  Upgrade volumes were significantly higher year on year reflecting both increased retention activity and more attractive handsets, with higher unit costs due to increased 3G upgrades.  The EBITDA margin for the full year is expected to decline by a similar amount to that recorded in the first half of the financial year and to be in the high teens for the next financial year.

Spain

Vodafone Spain continued to perform strongly in a competitive market, adding a further 505,000 net customers, representing 18.5% growth in the closing base year on year and bringing the total base to 12.9 million customers. In addition, Vodafone Spain continues to be the leader in the 3G market with 3G additions of 287,000 in the quarter, taking its total 3G device base to 602,000.

Blended annualised churn for the quarter remained stable both year on year and compared with the quarter to September. Contract churn has decreased year on year to 13.9% from 14.2% but increased slightly quarter on quarter due to seasonality.

Blended ARPU for the quarter was up 3.3% year on year due to a higher proportion of contract customers and increased usage offset by the impact from a reduction in termination rates in November 2005.  Total voice usage in the quarter increased by 33% year on year, reflecting continued success from ongoing usage stimulation campaigns.

Service revenue growth was 22.6% year on year, driven by both the increased customer base and increase in ARPU.  Voice revenue increased by 21.7% year on year primarily due to improved customer mix and higher usage. Non-voice service revenue increased by 28% year on year, with messaging revenue increasing by 22.7% and non-messaging data revenue increasing by over 55%, benefiting from the higher 3G base.

Net acquisition and retention costs as a percentage of service revenue were stable year on year, with higher retention costs from an increase in upgrade volume offset by lower acquisition cost per unit.

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UK

The UK market remains highly competitive, with the last quarter experiencing continued pricing pressure from both network operators and MVNOs, together with strong seasonal promotions.

Against that background, Vodafone UK registered 561,000 net additions, with 84% on prepaid tariffs compared with 80% for the same quarter last year reflecting traditional seasonal activity.  The closing base reached 16.3 million, up 7% year on year.  Vodafone UK maintained its focus on higher value customers with over 75% of consumer contract gross additions selecting 18 month contracts. Closing 3G devices increased by 66% from September to 725,000.

Annualised blended churn for the quarter improved to 31.9% from 33.1% in September, with continued improvement in contract churn, which is now lower than the same period last year.

Blended ARPU for the quarter was down 4.3% year on year, reflecting changes in pricing during 2005 to improve competitiveness in the market, a higher inactivity rate in prepaid and the impact of an increase in multiple devices within the corporate segment due to continued growth in the sale of Vodafone Mobile Connect datacards and hand-held business devices.  Total minutes of use were up nearly 10% year on year, driven by a 7.3% increase in average customers and a 2.2% increase in voice usage per customer.

Service revenue growth was 2.7% for the quarter compared to approximately 5.0% in the quarter to September, after adjusting for the impact of changes in termination rates.  Service revenue growth was also impacted by the effect of price declines and slower customer growth, a greater proportion of which was from prepaid.  Whilst these factors contributed to stable voice revenue year on year, non-voice revenue grew by 13.2% with 52% growth in non-messaging data revenue, benefiting from increasing penetration of 3G devices.

Net acquisition and retention costs as a percentage of service revenue were lower than the same quarter last year, despite a higher number of gross additions.  Higher volumes of customer acquisitions, driven by prepaid, were generated at lower unit costs.  Upgrade volumes were stable year on year but the increase in 3G activity led to a slight rise in unit cost.

Other Mobile Operations

Subsidiaries

The Group’s other subsidiaries added 1.9 million proportionate organic customers in the quarter.  Strong performances were recorded in Romania, Egypt, Portugal and Greece. Growth in 3G devices accelerated in the quarter, increasing by over 70% from September to 1.2 million.

Organic proportionate service revenue growth for the quarter was 9.9% year on year with particularly strong performances in Romania, Egypt, and Australia, all growing in excess of 20%.  Greece, Hungary and the Czech Republic reported double digit service revenue growth for the quarter.

Joint Ventures

The Group’s other joint ventures reported 1.1 million proportionate organic net additions in the quarter with 769,000 proportionate net additions from Vodacom, the Group’s joint venture in South Africa.

Organic proportionate service revenue growth for the quarter was 21% year on year, including growth of 22% in Vodacom.

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Associates and investments

The Group’s associates and investments added over 1.6 million proportionate organic customers in the quarter.

Verizon Wireless registered record net additions of over 2 million in the quarter with the Group’s proportionate share at 897,000. Verizon Communications will be reporting its full year results and those of Verizon Wireless on 26 January.

In France, SFR has 4.8 million registered Vodafone live! customers and over 1.0 million Vodafone live! with 3G registered devices. Vivendi Universal will be reporting both its full year revenue and that of SFR on 30 January.

- ends -

For further information:

Vodafone Group

Notes to editors:

1.     The Group’s outlook for the financial years ending 31 March 2006 and 31 March 2007 is contained in Vodafone’s interim results announcement for the six months ended 30 September 2005, in which there is a discussion of forward-looking statements and the risks associated with them.

2.     At the country level, service revenue growth is calculated in local currency and before the elimination of intercompany revenue.  At the Group and Other Mobile Operations levels, service revenue growth is calculated at constant exchange rates and after the elimination of intercompany revenue.

3.     Vodafone, Vodafone live! and Vodafone Mobile Connect are trademarks of the Vodafone Group.

4.     References in this press release to “December” and “September” shall, unless the context requires otherwise, be deemed to be references to 31 December 2005 and 30 September 2005 respectively.

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VODAFONE GROUP PLC - MOBILE TELECOMMUNICATIONS BUSINESSES

PROPORTIONATE CUSTOMERS – 1 OCTOBER TO 31 DECEMBER 2005

(1)   All ownership percentages are stated as at 31 December 2005 and exclude options, warrants or other rights or obligations of the Group to increase or decrease ownership in any venture with the exception of India as set out in (2) below.  Ownership interests have been rounded to the nearest tenth of one percent.

(2)   Other movements for the quarter to 31 December 2005 represents the acquisition of customer bases by Verizon Wireless, the disconnection of 316,000 proportionate customers in Egypt following revisions to its disconnection policy and the acquisition of a 5.6% direct interest in Bharti Tele-Ventures Limited in India, followed by a subscription for convertible debentures in Bharti Enterprises Private Limited, representing a 4.4% indirect economic interest in Bharti Tele-Ventures Limited.  Accordingly at 31 December 2005 the Group had a 10% economic interest in Bharti Tele-Ventures Limited.

(3)   Prepaid customer percentages are calculated on a venture basis.  At 31 December 2005, there were 510.2 million total venture customers.

(4)   The Group’s ownership interest in Verizon Wireless is 45.0%.  However, the Group’s proportionate customer base has been adjusted for Verizon Wireless’s proportionate ownership of its customer base across all its network interests of approximately 98.6% at 31 December 2005.  In the absence of acquired interests, this proportionate ownership will vary slightly from quarter to quarter depending on the underlying mix of net additions across each of these networks.

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VODAFONE GROUP PLC - MOBILE TELECOMMUNICATIONS BUSINESSES

VODAFONE LIVE! ACTIVE DEVICES

The table above only includes Vodafone live! customers in the Group’s subsidiary and joint venture undertakings. There were an additional 5.2 million registered Vodafone live! venture customers in the Group’s associated undertakings at 31 December 2005 (30 September 2005: 4.7 million).

(1)   Under IFRS, Vodafone Italy is treated as a joint venture. The figures in the table above represent the Group’s share of Vodafone live! active devices.

3G DEVICES

The table above only includes 3G devices in the Group’s subsidiary and joint venture undertakings. There were an additional 1.1 million Vodafone live! with 3G devices and Vodafone Mobile Connect 3G/GPRS data card in the Group’s associated undertakings at 31 December 2005 (30 September 2005: 0.4 million).

(1)   Under IFRS, Vodafone Italy is treated as a joint venture. The figures in the table above represent the Group’s share of 3G devices.

(2)   The number of 3G devices in Japan reported in the table above excludes 94,000 devices (30 September 2005: 140,000) which use the 3G network but are not capable of accessing 3G data services.

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VODAFONE GROUP PLC - MOBILE TELECOMMUNICATIONS BUSINESSES

AVERAGE MONTHLY REVENUE PER USER IN THE QUARTER