SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of
the Securities Exchange Act 1934
Report on Form 6-K dated May 30, 2007
BT Group plc
(Translation of registrant’s name
into English)
BT Centre
81 Newgate Street
London EC1A 7AJ
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F 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
Enclosure: BT Group plc – Annual Report and Form 20-F 2007 as sent to shareholders
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BT Group plc | ||
By: | /s/ Alan Scott | |
Name: | Alan Scott | |
Title: | Assistant Secretary |
Date: May 30, 2007
BT Group
plc Annual Report & Form 20-F
BT is
one of the worlds leading
providers of communications
solutions and services operating
in 170 countries.
Our
vision is to be dedicated
to helping customers thrive
in a changing world.
Our
mission is to be the leader
in delivering converged
networked services.
BT Group plc is a public limited
company registered in England and Wales and listed on the London and New York
stock exchanges. It was incorporated in England and Wales on 30 March 2001 as
Newgate Telecommunications Limited with the registered number 4190816. Its registered
office address is 81 Newgate Street, London EC1A 7AJ. The company changed its
name to BT Group plc on 11 September 2001. Following the demerger of O2 in November
2001, the continuing activities of BT were transferred to BT Group plc.
British
Telecommunications plc is a wholly-owned subsidiary of BT Group plc and encompasses
virtually all the businesses and assets of the BT group. The successor to the
statutory corporation British Telecommunications, it was incorporated in England
and Wales as a public limited company, wholly owned by the UK Government, as
a result of the Telecommunications Act 1984. Between November 1984 and July
1993, the UK Government sold all of its shareholding in British Telecommunications
plc in three public offerings.
This
is the annual report for the year ended 31 March 2007. It complies with UK regulations
and is the annual report on Form 20-F for the US Securities and Exchange Commission
to meet US regulations.
This
annual report has been sent to shareholders who have elected to receive a copy.
A separate annual review and notice of meeting (including summary financial
statements) for the year ended 31 March 2007 has been issued to all shareholders.
In this
annual report, references to BT Group, BT, the
group, the company, we or our are
to BT Group plc (which includes the continuing activities of British Telecommunications
plc) and its subsidiaries and lines of business, or any of them as the context
may require.
References
to the financial year are to the year ended 31 March of each year,
eg the 2007 financial year refers to the year ended 31 March 2007.
Unless otherwise stated, all non financial statistics are at 31 March 2007.
Please
see cautionary statement regarding forward-looking statements on page 158.
A number of measures
quoted in this annual report are non GAAP measures. These include
EBITDA and profit before specific items, earnings per share before specific
items, net debt and free cash flow. The rationale for using non GAAP measures
and reconciliations to the most directly comparable IFRS indicator are provided
on pages 30, 34-35, 44, 78, 100, 101 and 102.
Overview
BT at a glance
Our principal activities
include networked IT services; local, national and
international telecommunications services; higher-value broadband and internet
products and services; and converged fixed/mobile products and services.
Revenue of £20,223 million, up 4%
New wave revenue of £7,374 million, up 17%
Profit before taxation and specific itemsa of £2,495 million, up 15%
Earnings per share before specific itemsa of 22.7 pence, up 16%
Free cash flowa of £1,354 million and net debta of £7.9 billion
Full year proposed dividends of 15.1 pence per shareb, up 27%
£2.5 billion allocated to a new share buy back programme
................................................................................................................................................................................................................................................................................................................................
OUR
PEOPLE
We aim to create a high-performance
team of people who can
really make a difference.
THE
WAY WE DO BUSINESS We aim to do business in an innovative, ethical and sustainable way. |
BT is ranked as the top company in
the telecommunications sector for the sixth year in a row.
We
have ISO 9001 certification for most of our operations in the UK and around
the world. |
................................................................................................................................................................................................................................................................................................................................
KEY
PERFORMANCE INDICATORS
The key performance indicators against
which we test the success of our strategy are earnings per share before specific
itemsa,
free cash flowa and customer satisfaction.
................................................................................................................................................................................................................................................................................................................................
a | Profit before taxation and specific items, earnings per share before specific items, free cash flow and net debt are non-GAAP measures. The rationale for using non-GAAP measures, and reconciliations to the most directly comparable IFRS indicators, are provided on pages 30, 34-35, 44, 78, 100, 101 and 102. |
b | Dividends per share represents the dividend paid and proposed in respect of the 2007 financial year. |
c | Amounts presented in respect of years ended 31 March 2004 and 2003 are presented in accordance with UK GAAP. UK GAAP is not directly comparable with IFRS. |
2 BT
Group plc Annual Report & Form 20-F
Overview | |
................................................................................................................................................................................................................................................................................................................................
................................................................................................................................................................................................................................................................................................................................
OUR
CAPABILITIES
Our capabilities range from:
| the provision of a single, domestic telephone line to the development of an innovative network infrastructure for the twenty-first century |
| global networked IT services to broadband packages for the home |
| next generation TV to voice over IP services |
| innovative calls packages for homes and businesses to personal help when your PC goes wrong. |
Our values are: | |
TRUSTWORTHY | we do what we say we will |
...................................................................................................................................................................................................................................................................................................................................................................................................... | |
HELPFUL |
we work as one team |
...................................................................................................................................................................................................................................................................................................................................................................................................... | |
INSPIRING |
we create new possibilities |
...................................................................................................................................................................................................................................................................................................................................................................................................... | |
STRAIGHTFORWARD |
we make things clear |
...................................................................................................................................................................................................................................................................................................................................................................................................... | |
HEART |
we believe in what we do |
...................................................................................................................................................................................................................................................................................................................................................................................................... |
We are committed to
contributing positively to society and a sustainable future. This is part
of the heart of BT.
................................................................................................................................................................................................................................................................................................................................
SERVING
OUR CUSTOMERS
Our 18 million customers
range from individual consumers with a single phone line,
to government departments and some of the worlds biggest multinationals.
With effect
from 1 July 2007, a new operational structure will help us enhance our services.
BT Group plc Annual Report & Form 20-F 3
Overview
Chairmans message
The 2007 financial
year was a very good one for your company |
||
............................................................................................................................................................................................................................................... |
I am delighted to report that our
proposed full year dividend is 15.1 pence per share, 27% higher than last year,
moving to a two-thirds pay out ratio a year earlier than we had previously announced.
We expect to increase the dividend, taking into account our earnings growth,
cash generation and our ongoing investment needs. In addition, because of the
financial strength of the company we are introducing a new £2.5 billion
share buy back programme which we expect to be completed by 31 March 2009.
BUSINESS PROGRESS
We continued to implement our strategy
for profitable growth. New wave revenue now accounts for 36% of our total business.
We are a major player in the global networked IT services market, meeting the
needs of our customers around the world. In the UK, we have around 11 million
broadband lines over which we are able to offer all our customers consumer,
SME, corporate and wholesale a more accessible, faster and richer broadband
experience.
.................................................................................................................................................................................................................
We are committed
to
operating in
an ethical,
sustainable
and socially
responsible
way
.................................................................................................................................................................................................................
| tackling climate change. We are committed to cutting our CO2 emissions by 80% from 1996 levels by 2016 and to helping customers and suppliers cut theirs through the more effective use of communications technology. The fact that our Chief Executive, Ben Verwaayen, is chairing the CBIs climate change task force
indicates how seriously we take this issue. |
| enabling
sustainable economic growth. We are increasingly integrating sustainability
in all our business processes. |
| helping
to build a more inclusive society. We are looking at the ways in which
communications technology can help to build a fairer, more inclusive society. |
4 BT
Group plc Annual Report & Form 20-F
.................................................................................................................................................................................................................
Services
that have
transformed
our
customers
idea
of what is
possible
.................................................................................................................................................................................................................
Sir Christopher Bland
Chairman
16 May 2007
BT Group plc Annual Report & Form 20-F 5
Overview
Chief Executives statement
BT
has been capturing the imaginations of customers, |
||
.................................................................................................................................................................................................................................................. |
KEEPING BT AHEAD
OF THE GAME
BT is barely recognisable as the company
it was five years ago.
Five
years ago, we were primarily a UK lines and calls business; today we are offering
communications possibilities that no one had even thought of back then to customers
in 170 countries.
Possibilities
that really do enable them to lead fuller lives and run more profitable, innovative
businesses.
In a
very short time, weve gone from a narrowband, fixed-line communications
business, to a broadband company harnessing the power of modern networks to
help our customers communicate anywhere, any time, using whatever devices they
happen to choose.
Weve
brought levels of choice and control to our customers at home, at work, or out
and about, that would once have seemed impossible.
.................................................................................................................................................................................................................
Helping
some of the
worlds
largest companies
and organisations
serve
their customers
around
the world
.................................................................................................................................................................................................................
6 BT Group plc Annual Report & Form 20-F
.................................................................................................................................................................................................................
A truly global
software-
driven services
company
.................................................................................................................................................................................................................
Ben Verwaayen
Chief Executive
16 May 2007
BT Group plc Annual Report & Form 20-F 7
Report of the Directors
Business review
| networked IT services |
| local, national
and international telecommunications services |
| broadband
and internet products and services |
| converged
fixed/mobile products and services. |
We
have had ISO 9001 certification (the international quality management system
standard) for most of our operations in the UK and worldwide since 1994.
Our
policy is to achieve best practice in our standards of business integrity in
all our operations, in line with our published statement of business practice
The Way We Work and we are committed to enhancing our positive
impact on society through leadership in corporate social responsibility and
by doing business in a sustainable way.
OUR
OPERATIONAL STRUCTURE
BT has four customer-focused lines
of business: BT Global Services, BT Retail, BT Wholesale and Openreach.
BT Retail,
BT Wholesale and Openreach operate mainly within the UK, where BT is the largest
communications services provider to the residential and business markets, supplying
a wide range of communications products and services, including voice, data,
internet and multimedia services, and offering a comprehensive range of managed
and packaged communications solutions.
BT Global
Services provides a range of products and services, including communications,
networked IT and consultancy services to address the needs of major corporations,
governments and multi-site global organisations.
In April
2007, we announced a new structure, which includes two new business units and
is designed to enable us to deliver faster, more resilient and cost-effective
services to customers wherever they are. With effect from 1 July 2007, BT Design
will be responsible for the design and development of the platforms, systems
and processes which will support our services; BT Operate will be responsible
for their deployment and operation. Around 20,000 BT employees from design,
operations, IT and networks will move into these new units. We believe
that these changes will keep BT ahead of the game.
OUR
STRATEGY
Our strategy is to:
| pursue profitable growth in new wave markets |
| defend our
traditional business |
| transform
our networks, systems and services for the twenty-first century |
| create long-term
partnerships with our customers. |
The
successful delivery of this strategy depends on the commitment of all BT people
and our continued ability to manage their development and reward them.
For
the 2007 financial year, the KPIs (key performance indicators) against
which we measured the success of our strategy were earnings per share before
specific items (see Earnings per share on page 42),
free cash flow (see Financing on page 43) and customer
satisfaction (see Improving customer satisfaction and service on page
18). From the 2008 financial year, customer service replaces customer satisfaction
as a KPI.
Pursue profitable growth in new
wave markets
In the 2007 financial year, 36% of
our revenue was from new wave activities primarily networked IT services,
broadband and mobility up from 32% in the 2006 financial year.
BT Group plc Annual Report & Form 20-F 9
Report of the Directors Business review |
Broadband
at the heart of BT
In the 2007 financial year, we continued
our drive to enhance the awareness, availability and attractiveness of broadband.
At 31 March 2007, we had 10.7 million broadband lines including LLU (local loop
unbundling). In the highly competitive retail market, our market share of consumer
and business DSL (digital subscriber line) and LLU broadband connections in
the UK was 34%. With 3.7 million broadband connections including PlusNet, we
are now the UKs most popular broadband retailer (including cable).
Create convergent
mobility solutions
In a convergent world, individuals
and businesses increasingly need to connect and communicate wherever they happen
to be, using whatever device they choose, and we offer a range of mobility services
in both the consumer and business markets.
In the
2007 financial year, group mobility revenues were £294 million. The emphasis
was increasingly on new services that give customers the best of fixed and the
best of mobile communications, either combined in a single handset or bundled
together in a compelling offer. At 31 March 2007, we had a total of 314,000
mobile connections in the UK (both GSM and our new, intelligent fixed/mobile
service, BT Fusion). In addition, we manage around 100,000 connections
on behalf of large enterprise customers, the majority of which are outside the
UK.
The
number of customer minutes on BT Openzone (our public wireless broadband
service) grew by 60% in the 2007 financial year compared with the previous year.
Defend our traditional
business
Although we continue to face challenges
in our traditional markets as a result of competition, a shift in our customers
buying patterns and a tough regulatory regime, we aim to defend our traditional
business mainly calls and lines while offering customers new,
next-generation services.
Active voice customer (customers
who generate voice revenue) losses in the 2007 financial year were the lowest
for more than three years in spite of intense competition from other providers
packaging calls with broadband. This reduced rate of loss was driven by a range
of price reductions and by encouraging customers to sign up for our innovative
pricing packages.
Transform our networks,
systems and services
for the twenty-first century
Our strategy is to build
innovative and versatile networks that will be a platform for rapid delivery
of new services and simultaneously transform the customer experience and enable
us to operate ever more cost effectively. Our 21CN (twenty-first century network),
for example, is helping to define communications networks for the future and
we are investing in an innovative flexible systems infrastructure throughout
BT.
Our UK network
BT has the most comprehensive fixed-line
communications network in the UK, with around 5,600 exchanges, more than 700
local and 100 trunk processor units, more than 120 million kilometres of copper
wire and more than nine million kilometres of optical fibre, and the most extensive
IP backbone network in the UK. The network services we provide include frame
relay, ATM (asynchronous transfer mode) and IPVPN (internet protocol virtual
private network).
Our global reach
We have one of the broadest IP-enabled
networks in Europe and our network-based services extend to and across North
and South America and the Asia Pacific region.
At 31
March 2007, our flagship MPLS (multi-protocol label switching) network service
provided coverage and support to over 100 countries from more than 1,300 points
of presence. Our MPLS revenue grew by 31% during the 2007 financial year to
£556 million.
Global
customer service is provided via service and network management centres around
the world, 24 hours a day, seven days a week.
Create long-term partnerships with
our customers
We believe that our relationships
with our customers are key particularly in a market experiencing major transformation.
Understanding customers needs and responding to them flexibly, comprehensively
and with insight is critical in helping to differentiate us from our competitors.
That is why we aim to put the customer at the heart of everything we do
strengthening that relationship and building trust and delivering what we promise.
This is encouraging customers to move from short-term contracts based on individual
transactions, to longer-term arrangements under which they sign up for packages
of services.
OUTLOOK
Our performance underpins our confidence
that we can continue to grow revenue, EBITDA before specific items, earnings
per share before specific items, and dividends over the coming year.
We are
confident in our ability to improve shareholder returns and accelerate the strategic
transformation of the business. In addition, taking into account the groups
net debt level and strong cash flow generation, we have decided to introduce
a new £2.5 billion share buy back programme, while increasing dividends
and investing in the growth of the business. We expect this buy back programme
to be completed by 31 March 2009. We seek to maintain a solid investment grade
credit rating and will continue to invest for the future and, with an efficient
balance sheet, further enhance shareholder value.
10 BT Group plc Annual Report & Form 20-F
Date |
Contract | |
|
|
|
May
2006 |
We were awarded a three-year extension to our existing outsourcing contract with Unilever. The deal, which is worth around an additional £270 million, means that we will continue to deliver voice, data and mobile services globally to Unilever until 2012. | |
|
|
|
July
2006 |
We reached agreement with Dutch electronics giant Philips on a five-year contract to provide a fully managed solution for data, voice, conferencing and mobile communications services in over 40 countries in EMEA (Europe, the Middle East and Africa). We will manage Philips MPLS-based data transport services within EMEA, together with voice services, managed mobility and certain metropolitan area networks, in addition to providing global data access services, including security services and firewalls, IP address management and conferencing services. | |
|
|
|
September
2006 |
We signed a seven-year managed services agreement with PepsiCo Inc to provide and manage an integrated portfolio of data, LAN (local area network), security, conferencing, remote access and internet services to support the IT requirements of PepsiCos international division. Under the terms of the contract which covers more than 900 locations in over 60 countries BT will migrate these services to a state-of-the-art, high-speed, IP-based global MPLS infrastructure. | |
|
|
|
October
2006 |
We announced a contract with Alliance & Leicester to transform its telecommunications infrastructure into a single, fully managed, converged network for both voice and data communications. | |
|
|
|
BT Group plc Annual Report & Form 20-F 11
Report of the Directors Business review |
Date |
Contract | |
|
|
|
December
2006 |
We signed a £322 million deal with Liverpool City Council for a further five years to 2017. We will continue to invest in new technology and new ways of working to deliver additional benefits across a range of council services. This new deal increases the lifetime value of the contract to more than £825 million. | |
|
|
|
February
2007 |
We announced that we were signing a strategic agreement with Credit Suisse, worth over £575 million, to provide a broad package of mobile and internet technologies and advanced connectivity services which will enhance its operating efficiency as an integrated global bank. The contract is initially for five years and will be delivered in partnership with Swisscom to address requirements across Credit Suisses enterprise and financial trading environments, with an additional focus on jointly creating service innovations. | |
|
|
|
March
2007 |
With our partner
Liberata, we signed a deal to become the private sector strategic
partner to Sandwell Metropolitan Borough Council in the West Midlands. BT/Liberata will build a new regional business centre in Sandwell to run a range of IT and core business services for the council, attract new business to the borough and create jobs. The contract is valued at almost £300 million over 15 years. |
|
October
2006 |
Capgemini transferred a substantial portion of its European Networking Infrastructure Services (NIS) operation to BT. As part of this, we have taken on approximately 250 people employed in Europe and are now responsible for providing NIS services to Capgemini customers. The deal is for ten years. | |
|
|
|
November
2006 |
We were selected as a sub-contractor to Atos Origin to deliver a managed network service for the Department for Constitutional Affairs. The contract is worth £96 million over seven years. As the network services sub-contractor, we will be responsible for migrating three existing networks to a single, secure, resilient MPLS network. | |
|
|
|
February
2007 |
HP and BT announced that they had signed seven-year outsourcing contracts with Anglo American worth in total around US$450 million. Under the contracts, BT and HP will jointly manage the companys global voice services, data centre operations and end-user workplace environment. A core part of the agreements is a transformation programme to create an integrated global IT infrastructure to support Anglo Americans strategy for growth. | |
| small and medium-sized businesses in the UK |
| BTs
activities in Ireland |
| a number of
discrete enterprises, such as BT Conferencing, BT Directories and dabs.com. |
Revenue in the 2007 financial year was £8,414 million, compared with £8,507 million in the 2006 financial year. Revenue grew year on year in the final two quarters of the 2007 financial year the first time in four years.
At
a time when convergent, new wave products and services are radically reshaping
the communications industry, customers of all kinds have more choice than ever
before. However, more choice can also mean more complexity and more confusion
and, consequently, the possibility of customers missing out on the benefits.
BT Retail aims to offer customers straightforward and complete services that
compete on value not price, backed by levels of customer service that differentiate
us from our competitors. And this applies as much to traditional services such
as telephone calls as it does to new broadband and mobility services.
Consumer customers
At 31 March 2007, we had more than
16.2 million UK consumer customers with around 19.3 million residential customer
lines (voice, ISDN (integrated services digital network) and broadband). In
the 2007 financial year, consumer revenue declined by 3% to £5,124 million,
primarily reflecting the impact of CPS (carrier pre-selection) and WLR (wholesale
line rental). However, the rate of revenue decline has been slowing and ARPU
(average revenue per user) is strong.
12 BT Group plc Annual Report & Form 20-F
In
the consumer market we aim to provide customers with a range of services that
help them communicate more effectively, access entertainment and manage their
lives. By increasing revenue from broadband, mobility and internet services,
we intend to reduce further our dependence on revenue and profit from traditional,
fixed-line voice services. We also aim to maximise the returns from our traditional
business and defend market share vigorously, through service offerings backed
by innovative marketing and excellent quality of service.
New wave services for consumers
Consumer new wave revenue grew by
34% to £858 million in the 2007 financial year, driven principally by
broadband. Residential broadband customers increased by 32% to 2.8 million.
BT
offers a family of broadband packages designed to meet the diverse needs of
our customers, simply and cost effectively in a highly competitive market. We
believe that the broadband experience is about much more than having basic access
to the internet; customers want their broadband connection to offer a range
of exciting content and secure, robust services as standard, without having
to pay extra for these features.
In
June 2006, we launched BT Total Broadband, a comprehensive broadband
package offering download speeds of up to 8Mb and giving customers free internet
voice calls, free video calls and a suite of security software, all brought
together through the BT Home Hub. Customers have the choice of three
options and can enjoy ultra-fast download speeds and free evening and weekend
UK voice calls with our BT Broadband Talk service.
BT Total
Broadband also includes 250 free BT Openzone Wi-Fi minutes a month, giving
customers access to thousands of BT Openzone hotspots. At 31 March 2007, 2.4
million of our residential broadband customers had signed up for BT Total Broadband,
more than half of whom had opted for our premium packages.
Combined
with the BT Home Hub a device that connects wirelessly to PCs and other
broadband devices BT Total Broadband enables customers to experience
the full range
of broadband services at home or when out and about.
With
the launch of BT Vision in December 2006, we are helping to define next-generation
television, which is made possible by the convergence of digital broadcast TV
and broadband technology. Customers are now able to watch what they want, when
they want. BT Vision, which does not require a regular monthly subscription,
is the first widely available TV service of its kind. The service is delivered
via a new set-top box the V-box which contains a personal digital
recorder able to store up to 80 hours of content, and pause or rewind live TV.
In
December 2006, we announced that BT Vision customers will have access to live
FA Premiership and Scottish Premier League football from the beginning of the
2007/08 season. Under an agreement with leading pay TV sports broadcaster, Setanta,
BT Vision will carry 46 live Premiership games a season. The fact that BT Vision
already had the rights to 242 near live Premiership games means
that 75% of all Premiership games will be shown in full. Customers will also
be able via BT Visions replay TV service to access a selection
of terrestrial programmes released in the previous week. Other content deals
have been signed with a wide range of leading entertainment companies, including
Warner Brothers, Disney, Universal Pictures, Dreamworks, Channel 4, HBO, BBC
Worldwide, Paramount, Warner Music Group, EMI, Universal Music, Sony, BMG and
the History Channel and the National Geographic Channel.
Convergent services for consumers
We are also playing a lead role in
the development of internet telephony or VolP (voice over IP). In January 2007,
we achieved the milestone of one million registered consumer customers for our
VoIP services BT Broadband Talk and BT Softphone six months
ahead of schedule. BT Broadband Talk enables customers to make and receive broadband
calls using an ordinary phone; BT Softphone is for users making calls over their
PCs. Both services offer high-definition sound. At 31 March 2007, the two services
had 1.4 million customers.
In the
consumer mobility market our strategy is to build a foundation for the delivery
of fixed/mobile convergent solutions.
BT
Fusion (launched in June 2005) is the worlds first intelligent mobile
service that switches calls to a BT broadband line when the user is at home,
offering customers the convenience of mobile in combination with the cost and
quality advantages of a fixed-line phone. BT Fusion brings with it a range of
mobile services including text and picture messaging. In January 2007, we launched
BT Fusion Wi-Fi handsets. Users of
BT Group plc Annual Report & Form 20-F 13
Report of the Directors Business review |
this service can make calls at home
or out and about at our BT Openzone hotspots at substantially reduced cost.
Value-added services for consumers
Because we believe that customers
want hassle-free access to new services, we are increasingly offering a range
of value-added services designed to make their lives easier. Essentially, these
services cover three areas: support, security and entertainment.
BT
Home IT Advisor, for example, is a one-stop advice and support service for
broadband customers, giving them a single point of contact with a team of highly
trained advisors, dedicated to providing comprehensive support for their PCs,
networks, applications and up to 20 devices. The service can even create a virtual
engineer in the home by enabling an advisor to access a customers
computer remotely in order to troubleshoot a problem. Customers can either choose
to pay a monthly fee and use the service as often as they like, or they can
select a pay-as-you-go option. At 31 March 2007, almost 40,000 customers were
paying a monthly subscription to BT Home IT Advisor.
The
BT Home IT Visit service takes the principle of domestic IT support a
step further. Customers are offered a house visit from a specialist BT engineer
who can give advice and guidance on a range of computer matters, from installing
software to setting up a wireless network or connecting digital devices such
as cameras and MP3 players.
Our
computer security products include BT Net Protect, which offers anti-virus
and firewall security products and BT Digital Vault, an online data back-up
and storage facility.
Traditional services for consumers
We continued to develop the services
we have traditionally offered in order to make them more attractive to consumers.
In August
2006, following a widespread review of telephone tariffs, we cut the prices
of BT Together Options 2 and 3 by almost one third. We also offered a
years free UK evening and weekend calls to all customers who signed up
to one of these options packages for 18 months. At 31 March 2007, three million
customers had signed up for BT Together Options 2 and 3, and 68% of consumer
revenue was under contract. From October 2006, we cut the cost of calling many
non-geographic numbers and since January 2007 have been offering all our customers
who opt for paperless billing a reduction in their monthly rental.
At
31 March 2007, over seven million customers had signed up for BT Privacy,
a caller display service which enables customers to preview incoming call numbers
and filter out unwanted calls up 90% on the 2006 financial year. All
BT Privacy customers can be added to the Telephone Preference Service register
which filters out most unsolicited marketing calls.
At 31
March 2007, we had almost 500,000 customers registered on BT Text
the text-to-speech service that enables users to send and receive texts on their
home landline phones.
Since
autumn 2005, almost three million customers have registered to have their Friends
& Family calling circle automatically updated to ensure that the numbers
they dial most frequently attract maximum discounts.
Business customers
At 31 March 2007, in the UK we had
around 1.5 million business customers, with around eight million exchange lines.
In the
SME (small and medium-sized enterprises) market (typically companies with up
to 500 employees), our strategy is to provide customers with converged IT and
communications services that help them to manage their businesses more simply
and efficiently. By providing innovative communications solutions and new levels
of support to our business customers, we believe that we can help them to gain
competitive advantage in their markets.
Overall
in the SME market during the 2007 financial year, revenue grew by 1% to £2,353
million. 29% of revenue was from new wave activity, compared with 23% in the
2006 financial year.
New wave and value-added services
for business and major corporate customers
Broadband is increasingly critical
to the success of small and medium-sized businesses and BT Business Broadband
remained the leading internet service provider for SMEs in the UK.
In the
2007 financial year, broadband revenues in the business sector grew by 14% and
48% of new business broadband customers had contracts for a minimum of two years.
At the end of the 2007 financial year, we had around 700,000 business broadband
customers.
However,
businesses need more than basic broadband access over 95% of our broadband
sales are now made with value-added services attached.
Our
BT Business Broadband Voice service is demonstrating the possibilities
of VoIP for businesses. At 31 March 2007, we were signing up around 2,000 new
BT Business Broadband Voice customers a week.
BT
Business IT Support Manager enables business customers who want help installing
BT Business Broadband to book an engineer to visit their premises and/or provide
after-sales support. At 31 March 2007, more than 23,000 PCs were supported in
this way.
BT
Business IT Manager gives SME customers the equivalent of their own IT manager
at a fraction of the cost. Customers can choose the level of service that suits
their business, ranging from advice over the phone or the remote running of
software applications to help with installing PCs and networks and developing
more complex, long-term solutions.
In January
2007, we launched BT Business Total Broadband, a comprehensive broadband
package designed specifically for SMEs. In addition to download speeds of up
to 8Mb, BT Business Total Broadband customers get a free BT Broadband Voice
additional line offer, which gives capped UK and international calls over the
internet, and security software, including anti-virus and firewall applications
for all office PCs. BT Business Total Broadband offers Option 2 and 3 customers
250 free BT Openzone wireless minutes a month, along with the Business Essentials
package which is designed to make it easier for SMEs to run their business.
The package includes ten Business Email Lite mailboxes, 20Mb of webspace
and access to
14 BT Group plc Annual Report & Form 20-F
BT Workspace Lite, which enables everyone in the business to store, access and share information. Customers also have the support of a free, dedicated helpdesk, 24 hours a day, seven days a week.
Traditional services for business
customers
At 31 March 2007, BT Business Plan
had almost 600,000 locations, up 16% on the 2006 financial year, and accounted
for 57% of call revenues from business customers.
Customers
of BT Business Plan (excluding the lite option) can also sign up to receive
BT Assurance Plus, free of charge. The benefits of BT Assurance Plus
include: the fixing of any problems the next working day, including Saturday;
a dedicated support team and a Freefone fault reporting number; and the option
of call diversion to a mobile phone, another fixed line or a personalised mailbox.
Convergent services in the wider
community
Increasingly, we are extending the
power of convergent broadband and mobile services out of the home and office
and into the community more widely. BT Openzone is one of the leading providers
of Wi-Fi services in the UK and Ireland. We operate our own network of high-quality
sites, which include hotspots at Thistle, Ramada Jarvis and Hilton hotels, main
train stations, British Airways lounges, BAA airports and RoadChef and Welcome
Break service stations and offer more wholesale and roaming connections
than any other UK Wi-Fi network operator. BT Openzone offers customers a high-speed,
wireless broadband connection over which they can access the internet to work,
talk or play. At 31 March 2007, our BT Openzone customers had access to around
10,000 hotspots in key locations in the UK and Ireland and more than 40,000
globally.
We are
also leading the way in building wireless cities throughout the
UK, in order to ensure that local residents, businesses, tourists and local
government employees are always best connected, wherever they are, whatever
they happen to be doing and whatever device they happen to be using. In May
2006, we announced the creation of our wireless cities programme, which committed
us to Wi-Fi enabling 12 cities by the end of March 2007. We achieved this ahead
of schedule.
In December
2006, Ofcom published a consultation document setting out its proposals for
the award of available wireless spectrum at a frequency ideally suited to the
provision of wireless broadband services, including those outside the home and
office. This award will be made through an auction which could take place in
late 2007. We believe it is important for the UK that this spectrum is developed
for wireless broadband services and new applications, as is happening in many
other parts of the world.
Enterprises
BT Enterprises consists of six businesses
BT Conferencing, BT Directories, BT Payphones, BT redcare
(monitoring and tracking facilities), BT Expedite (a specialist retail
division offering store integration solutions and services) and dabs.com
which build on BTs existing strengths to generate innovation and
growth in a range of communications-related markets. Revenues in the 2007 financial
year were £710 million, up 32% on the 2006 financial year.
BT Conferencing,
for example, is now the number one conferencing service provider in Europe.
It has 300,000 customers around the world for its comprehensive portfolio of
audio, video and internet conferencing services and products, backed up by high
quality service and support.
dabs.com,
a leading internet-based retailer of IT and technology products, is a key part
of our strategy to strengthen our online sales and services capabilities in
both the consumer and SME markets. (See Acquisitions and disposals in the
2007 financial year on page 19) dabs.com has a product portfolio of around
15,000 lines from the worlds leading manufacturers, including HP, Canon,
Toshiba, Sony, Fujitsu Siemens, Microsoft and BT. During the 2007 financial
year, revenue from dabs.com grew by 18%.
BT Ireland
BT has a long track record in Ireland,
North and South, where we have successfully run two separate operating units
for a number of years. In the 2006 financial year, we merged these two divisions
to create BT Ireland a single, integrated business serving the whole
of Ireland. Our vision for this business is to become the leading provider of
networked IT and converged IP services on the island of Ireland. In the 2007
financial year, BT Ireland generated revenues of £738 million.
BT Ireland
operates across four principal markets consumer, business, major business
and wholesale delivering innovative broadband packages and complex IT
services to customers, large and small.
BT Group plc Annual Report & Form 20-F 15
Report of the Directors Business review |
BT Ireland was recently
named as the second largest IT services company on the island with a strong
focus on managed and converged solutions. In the financial services sector,
for example, it supports 13 of the 16 largest Irish and international companies.
BT Ireland
also has a significant wholesale business, supporting other leading operators,
fixed and mobile. Further growth comes from infrastructure and transmission
solutions including, for example, the build and management of Hutchisons
3G network in Ireland.
In the
consumer and SME markets, we are positioned as one of the leading players in
Northern Ireland and one of the leading alternative providers in the Republic
of Ireland, offering competitive broadband and added value services.
BT Wholesale
BT Wholesale is evolving into a leading
provider of innovative business solutions. Our 21CN programme is replacing the
existing network and will provide the platform to offer a seamless customer
experience. The 21CN will provide the opportunity for our communications provider
customers to develop new and compelling consumer products.
In the
UK wholesale market, we provide network services and solutions to over 700 communications
companies, including fixed and mobile network operators, ISPs (internet service
providers) and other service providers. We interconnect with more than 180 other
operators, as well as carrying transit traffic between telecommunications operators.
In the
2007 financial year, revenue from our wholesale activities increased by 3% to
£7,584 million.
New
wave revenue was £1,097 million, up 17% on the 2006 financial year. This
increase was driven by the continued growth of broadband as well as a strong
emphasis on building innovative network solutions.
We have
a long and successful tradition of delivering network-based connectivity to
the carrier and intermediate telecommunications markets throughout the UK. We
have a number of agreements with service providers and mobile operators to upgrade
their IP capability. In addition, we have used our expertise and geographic
reach to provide bespoke data housing solutions.
Deliver on broadband
At 31 March 2007, 5,558 exchanges
had been upgraded, making broadband available to more than 99.9% of the UKs
homes and businesses. When, in April 2002, we first set targets for broadband
penetration in the UK, there were under 150,000 DSL connections, and exchanges
covering just 66% of the population had been upgraded for broadband. Including
cable customers, over 50% of all UK homes subscribe to broadband.
We continue to look for commercially
viable ways of bringing broadband to those customers for whom availability remains
an issue. We continue, for example, to explore the feasibility of installing
broadband equipment at locations closer to the customer than the BT exchange,
as well as the possibility of delivering broadband over existing fibre cables.
As a demonstration of our commitment to delivering higher-speed broadband to
UK consumers, 74% of wholesale broadband lines were at least 2Mb at 31 March
2007 compared with 59% a year earlier.
We are
now conducting in-house trials of broadband speeds of up to 24Mb. By continually
upgrading exchanges across the UK to support this service, we are providing
the UK market with a stable, high-speed broadband service with the widest national
coverage in the world.
In addition,
we have enhanced broadband line stability to ensure that customers can run more
bandwidth-hungry applications, including video, gaming and music downloads,
at the same time as sending/receiving e-mails and surfing the internet.
Managed network
services
In September 2006, Vodafone UK signed
an agreement with BT, to buy DSL broadband and fixed-voice capacity from us
in a move which gave it immediate nationwide coverage, rather than installing
its equipment in our exchanges.
By opting
for the BT IPStream product, Vodafone UK is able to provide a broadband
service to its customers without the need to invest in its own fixed-line network.
As part of this deal, we are managing the service end-to-end and incorporating
functions such as customer service and billing operations. Vodafone UKs
service, Vodafone at Home, was launched in January 2007.
From
May 2007, the charge for BT IPStream was reduced by up to 9%, with a second
round of price reductions planned for January 2008. There will also be opportunities
for further savings for communications providers at high-density exchanges
the current scheme, which covers 561 exchanges, will be extended to 1,016. BT
DataStream customers will also have opportunities to benefit from this enhanced
rebate scheme.
Mobility for wholesale
customers
In the 2007 financial year, we saw
continued growth in the UK wholesale mobility arena increasing the volume
and value of wireless-originated traffic over our network.
16 BT Group plc Annual Report & Form 20-F
A key element of our wholesale mobility offering is BT Movio, a service that delivers digital broadcast television and radio to mobile handsets over the DAB (digital audio broadcasting) spectrum. The first mobile operator to re-sell the BT Movio service is Virgin Mobile.
| a fully unbundled line gives other communications providers the exclusive use of the copper line |
| a shared access
line only gives other communications providers the use of the high-frequency
channel used for broadband the line will also be used by the customers
fixed-line voice provider. |
In
February 2007, we achieved the milestone of 1.5 million non-BT communications
providers unbundled lines, an increase of 640% since Openreach was created.
Combined with BTs use of unbundled lines, this brought the total to 10.7
million (BT lines of business 8.8 million; non-BT customers 1.9
million) in the UK as at 31 March 2007, with 21 communications
BT Group plc Annual Report & Form 20-F 17
Report of the Directors Business review |
providers (operators with more than one line) providing unbundled services from 1,512 local exchanges and Openreach fulfilling more than 55,000 LLU orders a week.
The 1.5 million line milestone was
critical because, in Ofcoms view, it represented the appropriate level
of competition to enable BT to announce plans to reduce our wholesale broadband
prices offering communications providers a cost-effective alternative
to LLU.
Ethernet
Openreach continues to develop a comprehensive
portfolio of Ethernet products to support backhaul and access services for LLU
operators and a growing number of other communications providers.
Equivalence
The Undertakings completed in the
2007 financial year included some major product deliveries the launch
of LLU and Ethernet products on an equivalent basis and the separation of management
information systems were the most significant from our customers point
of view. Further Undertakings remain to be implemented between now and 2010.
(See BTs Undertakings under the Enterprise Act, on page
21)
Network investment
and service performance
Service involves more than reactive
provision and repair activity; it also includes reinvigorating the access network
infrastructure improving the health of the network leads to improved
reliability, enhanced service standards and reduced cost.
In the
2007 financial year, Openreach invested significantly in the installation of
new network components, focused on improving the quality of individual workmanship
and concentrated on identifying and upgrading the worst performing parts of
the network. This led to a decrease in the number of access network faults,
while the number of high-bandwidth services provided continued to increase.
Peaks
in demand caused by serious weather incidents are now resolved more rapidly
than they used to be. Our rapid recovery from the extensive damage caused by
the January 2007 storms is a good example of the advantages of the move to one
distinct organisation managing a fully integrated engineering workforce.
During
the 2007 financial year, around 150,000 network joints were replaced or sealed
and 9,000 network black-spots were upgraded. We also removed or replaced 25,000
defective telephone poles and renewed or upgraded 32,000 overhead wires.
Focusing
our repair activities on some of the main causes of faults, we carried out more
than 40,000 targeted improvements to local networks.
Overall
activity levels in exchanges rose by 70%, and by 31 March 2007, 655 exchanges
had been prepared for 21CN.
Investing in recruitment,
training and development
There was a major focus on talent
acquisition and accelerated development.
We recruited
1,100 field engineers during the 2007 financial year and expect to recruit up
to 400 modern apprentices in the 2008 financial year.
We also
invested more than £44 million in the training and development of Openreach
people. The Openreach Network Health Academy trained around 1,250 managers,
for example. By the end of the 2008 financial year, around 8,500 engineers will
be trained in fault prevention techniques and over 10,000 frame engineers will
be accredited to carry out frames work. In addition to such specialist technical
training, Openreachs employees are required to complete mandatory training
to support the BT Code of Practice. There was a concerted drive to ensure that
Openreach people fully understood the behavioural implications of compliance.
TRANSFORMING
OUR COSTS
We remain focused on financial discipline
and on delivering efficiency programmes to generate sustainable cost savings.
We continue
to benchmark ourselves against the best in the industry. In the 2007 financial
year, efficiency programmes delivered savings of over £500 million, enabling
us to invest in growing our new wave activities and increase our profits.
A key
area of focus has been enhancing the ways in which customers can deal with BT,
simultaneously saving costs and improving customer service. Programmes have
targeted the cost of failure by, for example, minimising the number of times
a customer call is transferred before resolution and reducing the amount of
call waiting time through better call routing.
The
number of transactions completed via bt.com rose by more than 90% in the 2007
financial year. And at 31 March 2007, we had over 2.8 million customers receiving
e-bills up 22% in the financial year over 900,000 of whom do not
receive a paper bill a 90% increase on 31 March 2006.
We have
also been reducing the complexity of our systems and processes. (See IT Support
on page 24)
Other
programmes relate to innovative procurement and sourcing and we continue to
look at ways of streamlining our organisation and eliminating duplication.
We also
continued to reduce overheads such as accommodation, using buildings more efficiently
and introducing flexible working practices. In the 2007 financial year, we vacated
around 40 buildings and installed an additional 1,300 flexible workstations
which can be shared by multiple users.
IMPROVING
CUSTOMER SATISFACTION AND SERVICE
Improving customer satisfaction remains
a significant challenge one that we need to rise to if we are to maintain
long-term, mutually rewarding relationships with our customers. This is why
our aim in the 2007 financial year was to increase the number of customers who
are very or extremely satisfied with BT by 5%, at the
same time as maintaining the improvements in customer dissatisfaction levels
we had achieved in previous years.
In the
2007 financial year, the average score for customers who were very
or extremely satisfied was around 3% higher than in the 2006 financial
year; levels of dissatisfaction remained the same.
18 BT Group plc Annual Report & Form 20-F
Understanding what drives satisfaction is crucial to delivering improvements that will sustain loyal relationships with our customers. During the 2007 financial year, for example, we recruited additional call centre staff and improved our repair and call handling performances. In addition, we launched a number of new services, products and pricing changes designed to improve customer perception of the value for money we offer and how we account manage our relationships with them.
Date |
Acquisition | |
April
2006 |
We acquired dabs.com, one of the UKs leading online retailers of IT and technology products. | |
August
2006 |
Tech Mahindra, a company in which we now own 35% of the issued share capital, was listed on the Indian national and Bombay stock exchanges, following an IPO (initial public offering). We received proceeds of £25 million for the sale of a 6% stake in the IPO. Tech Mahindra, formally Mahindra BT, provides end-to-end IT services and solutions to the telecoms industry. As at 31 March 2007, Tech Mahindra had a market capitalisation of around £2 billion, valuing BTs holding at around £700 million. | |
October
2006 |
We acquired California-based Counterpane Internet Security Inc. (Counterpane), a leading provider of managed networked security services. Counterpane monitors 550 networks worldwide for multinational and Fortune 100 customers. | |
November
2006 |
We made a recommended cash offer for internet service provider PlusNet plc, offering 210 pence per share, valuing the company at approximately £67 million net of cash. In January 2007, the offer was declared wholly unconditional, and PlusNet was de-listed from the Alternative Investment Market in February 2007. Operating since 1997, PlusNet has nearly 200,000 broadband customers. | |
February
2007 |
We signed a conditional agreement to acquire i2i Enterprise Pvt Ltd, a Mumbai-based enterprise services company distributing BT Infonet products and services to major Indian and multinational companies. i2i is one of the most innovative providers of enterprise telecommunications services in the fast- growing Indian market. | |
March
2007 |
We acquired International Network Services Inc. (INS), a leading global provider of IT consulting and software solutions, based in California. The company has almost 900 employees in 12 countries and has served 75% of Fortune 500 enterprises. | |
March
2007 |
We increased our stake in i.Net from 51% to 65.4% through the purchase of a private stake and a voluntary public offer, both at a price of €52.30 per share. i.Net is our Italian hosting and managed security subsidiary, listed on the Italian stock exchange. |
BT Group plc Annual Report & Form 20-F 19
Report of the Directors Business review |
Post-balance sheet acquisition
In April 2007, we entered into a conditional
agreement to acquire Comsat International a leading provider of
data communication services for corporations and public sector organisations
in Latin America through its parent company, CI Holding Corporation.
Comsat International employs more than 700 professionals with in-depth knowledge
of Latin American markets and provides services directly in 15 countries. It
has a track record in the delivery of complex projects and the management of
network solutions for enterprise, public sector and carrier customers.
REGULATION,
COMPETITION AND PRICES
BT operates in an increasingly competitive
and dynamic commercial environment, both in the UK and around the world.
The
2006 financial year saw the most significant change to the UK regulatory regime
since BT was privatised when, in response to Ofcoms strategic review of
telecommunications, we proposed a number of legally-binding Undertakings under
the Enterprise Act 2002 (the Enterprise Act). These Undertakings were accepted
by Ofcom and came into force in September 2005. (See BTs Undertakings
under the Enterprise Act on page 21)
The Undertakings are intended to deliver clarity
and certainty to the UK telecommunications industry, with regulation focused
on the bottleneck parts of the network, and over time rolled back elsewhere,
to the benefit of consumers and others in the marketplace.
This
is mainly being achieved through Openreachs operations offering
certain products and services to all communications providers in the same way
and through other widespread organisational and systems changes. Since
the Undertakings came into force, we have made good progress in delivering our
obligations.
Other
regulatory highlights in the 2007 financial year included achieving deregulation
in wholesale international services markets, the ending of retail price controls
and the ending of our pricing commitments on wholesale calls. Ofcom is currently
carrying out a market review of the wholesale broadband access market and is
expected to carry out three further market reviews in the 2008 financial year.
(See Significant market power conditions)
Regulation in the UK
UK regulation is conducted within
a framework determined by various EU (European Union) directives, regulations,
and recommendations. This framework is currently under review by the European
Commission and proposals for revised EU directives are expected towards the
end of the 2007 calendar year, although they are unlikely to take effect in
the UK before 2010.
Our
policy is to comply fully with the regulatory framework in which we operate,
while competing fairly and vigorously within the rules.
Ofcom
The Office of Communications (Ofcom)
was set up under the Office of Communications Act 2002 to provide a single,
seamless approach to regulating the entire communications market. Its principal
duties are to further the interests of citizens in relation to communications
matters and to further the interests of consumers in relevant markets, where
appropriate by promoting competition.
Regulation
takes the form of sets of conditions, mostly laid down by Ofcom under the Communications
Act 2003 (Communications Act), and directions under these conditions. Some conditions
apply to all providers of electronic communications networks and services; others
apply to individual providers which are designated as having a USO (universal
service obligation) or, following a review of relevant markets, are found to
have SMP (significant market power), which is aligned with the competition law
concept of dominance.
Other
more general types of obligations are set out in the Communications Act.
Conditions applying
to all providers of electronic communications networks or services
General conditions
The general conditions made by Ofcom
under the Communications Act apply to all providers of electronic communications
networks or services. Although these conditions are concerned primarily with
consumer protection, they also address issues such as general access and interconnection
obligations, standards, emergency planning and numbering. A separate condition
regulates the provision of premium rate services.
Electronic Communications Code
conditions
The Electronic Communications Code
applies to communications providers authorised to carry out streetworks and
similar activities for network provision. Its application is subject to conditions
made by the Secretary of State for Trade and Industry.
Other general obligations
Other general types of obligations
contained in the Communications Act include:
| the payment of administrative charges (broadly the equivalent of licence fees under the old framework) |
| the provision
of information to Ofcom when required. |
20 BT
Group plc Annual Report & Form 20-F
lines, call origination and conveyance, wholesale broadband access and wholesale local access.
| establish Openreach |
| deliver equivalence
of input for key wholesale products, and increased transparency for others |
| introduce
new rules on access to, and sharing of, certain restricted information |
| restrict the
exercise of influence by other parts of BT on the commercial policy of
both Openreach and parts of BT Wholesale |
| ensure fair
access and migration to our 21CN for other communications providers |
| publish and
make available to all BT people a code of practice explaining what they
must do to comply with the Undertakings |
| create an
Equality of Access Board to monitor, report and advise on BTs compliance
with the Undertakings and the code of practice. The EAB was established
on 1 November 2005. (The EAB Annual Report 2007 (which does not
form part of this report) is available online at www.bt.com/eabreport) |
The Undertakings include a number of requirements some have specific dates for delivery and others are ongoing. At 31 March 2007, we had met most of the relevant requirements with a few exceptions, two of which the EAB reported as non-trivial.
| Network
charge control: We operate under interconnection
agreements with most other operators. Our charges for a range of interconnect
services are controlled by Ofcom, under the NCC (network charge control)
regime. These controls are designed to ensure that our charges are reasonably
derived from costs, plus an appropriate return on capital employed. Depending
on the degree of competition, charges are cap-controlled each year by
RPI minus X for services Ofcom considers unlikely to become competitive
in the near future, and safeguard cap-controlled (ie no increases above
RPI) for services likely to become competitive. (X is a number specific
to a particular market, indicating the permitted change in controlled
prices relative to the rate of inflation.) The current NCC period began
on 1 October 2005 and will last until 30 September 2009. |
BT
must notify Ofcom and other operators if it intends to amend existing
charges or offer new services. |
| Partial
private circuit charge control: PPCs (partial
private circuits) are leased lines that BT sells to other network operators.
On 1 October 2004, Ofcom introduced a PPC charge control to replace the
annual determinations previously carried out by Oftel. The control is
a four-year, three-part RPI-X formula covering low and high bandwidth
services and equipment. |
Ofcom
is planning to carry out a review of the financial framework of Openreach, which
will include looking at pricing and costs. The review will start during 2007.
BT Group plc Annual Report & Form 20-F 21
Report of the Directors Business review |
22 BT Group plc Annual Report & Form 20-F
easy to use, we will help those customers succeed in their business and personal lives.
Our brand values are implicit in
our new advertising strap line Bringing it all together
which captures both what we can do for customers (helping them make the most
of the possibilities of converged communications) and our commitment to acting
as a single BT team.
Motivating our
people and living the BT values
At 31 March 2007, BT employed 106,204
people worldwide 101,701 in Europe, the Middle East and Africa; 3,688
in the Americas; and 815 in the Asia Pacific region. Our commitment to meeting
our customers needs means that every one of these employees has opportunities
to develop innovative solutions, generate new business, drive efficiencies and
experience personal growth.
Our
aim is to create a team of high-performing, engaged and motivated people who
can make a difference for customers, shareholders, the company and themselves.
Only by living our values will we deliver our strategy, keep our promises to
our customers, seize new opportunities in new markets and maximise the return
from our traditional business.
Motivating leaders
The quality of leadership in BT is
key to the successful delivery of our strategy for transformation and growth.
We are focused on ensuring that leaders at all levels understand what is expected
of them, have access to appropriate development opportunities and are able to
benchmark their performance against that of their peers.
We have,
for example, rigorously defined the capabilities we expect our leaders to exhibit
and have introduced a 360 degree feedback tool to help them measure their performance.
In the 2007 financial year, we conducted extensive research into the capabilities
of our leaders to support focused investment in their development.
Engaging and motivating
our people
Our annual employee attitude survey
was conducted most recently in February 2007 and attracted a 74% response rate
(over 78,000 responses). The survey generates around 5,000 feedback reports
for managers and their teams across the business, helping to promote effective
team working.
Employees
are kept informed about our business through a wide range of communications
channels, including our online news service, bi-monthly newspaper, regular e-mail
bulletins and senior management webchats and webcast briefings.
We have
a record of stable industrial relations and enjoy generally constructive relationships
with recognised unions in the UK and works councils elsewhere in Europe. In
the UK, we recognise two main trade unions the Communication Workers
Union and Connect. We hold regular meetings between management, employee trade
union representatives and other groups of employees in order to ensure that
their views are taken into account in any decisions affecting employees
interests. We also operate a pan-European works council (the BTECC). Our Chief
Executive and other senior executives have regular meetings with the BTECC and
other employee representatives.
Rewarding and recognising
achievement
We continued to provide our employees
with opportunities to acquire a stake in the company. Under the BT Employee
Share Investment Plan (ESIP), BT can provide free shares to employees and employees
can buy shares in BT from their pre-tax salaries.
In the
2007 financial year, £25 million was allocated to provide free shares
to employees under the ESIP. Employees outside the UK received the same award
of shares where practicable; otherwise, they will receive cash equivalent to
the value of the shares. This allocation of profits was linked to the achievement
of corporate performance measures determined by the Board. From the 2008 financial
year, the award of free shares under the ESIP will be replaced by free BT Total
Broadband Option 3 for all BT employees in the UK.
Employees
can also buy shares at a discount under our savings-related share option plan.
More
than 93% of eligible employees participate in one or more of these plans.
Learning now and
in the future
We believe that people, particularly
at the start of their careers, will increasingly want to work for companies
that commit to the long-term development of their employees.
Our
successful company-wide re-accreditation to Investors in People in February
2005, first achieved in 1998, demonstrates our continuing commitment to the
effective alignment of our communications, training and development with our
business strategy.
We have
created a learning governance model to ensure our learning and development objectives
and practice align with the key strategic objectives of the business. Senior
learning and development representatives form the Learning Council, a body which
provides strategic and operational guidance for the whole of BT to ensure that
all learning and development activity is co-ordinated across all lines of business.
R2L
(Route2learn), our web-based, group-wide learning portal, is evidence of our
continuing investment in lifelong learning and education for all BT people.
Providing all BT employees with an extensive range of learning programmes and
facilities, it is one of the largest corporate learning management systems in
Europe.
In the
2007 financial year, R2L delivered over 310,000 online and 21,400 instructor-led
completed courses.
Embedding flexibility
and diversity
The changing nature of the markets
in which we operate, our focus on cost leadership and our investment in new
services all shape our permanent workforce.
In the
UK during the 2007 financial year, 6,391 people joined BT (2006: more than 6,600),
natural attrition was running at 4% (2006: 3%) and 2,151 people left BT under
our voluntary leaver packages (2006: 2,169).
The
ability to support flexibility and agile working practices is a key benefit
of many of the products and services we offer customers and is fundamental to
our own employment practices. Agile working is well established in our UK operations
where around 10,400 employees work from home and is increasingly
important in our global operations. In Budapest, for example,
BT Group plc Annual Report & Form 20-F 23
Report of the Directors Business review |
24 BT Group plc Annual Report & Form 20-F
ethical and environmental issues for competitive advantage.) We also hold the Queens Award for Enterprise in recognition of our contribution to sustainable development, and in the 2006/07 Business in the Community Corporate Responsibility, Environment and Community indexes, BT is one of only four companies out of 100 to score over 95% on all six dimensions. We were also named for the first time as the leading corporate organisation for sustainability reporting in a survey published by SustainAbility, in association with UNEP (United Nations Environment Programme) and Standard & Poors.
2004 | 2005 | 2006 | 2007 | ||||||||||
|
|||||||||||||
Total
waste (tonnes) |
107,303 | 110,622 | 102,005 | 94,928 | |||||||||
Total
waste recycled (tonnes) |
27,626 | 37,421 | 42,340 | 40,007 | |||||||||
%
recycled |
26% | 34% | 42% | 42% | |||||||||
|
|||||||||||||
Tackling climate
change
BT is currently responsible for over
0.7% of the UKs total electricity consumption so we are well placed to
make a significant contribution by actively reducing our carbon emissions. In
fact, we have been actively managing our UK CO2 emissions for a number
of years they are currently 60% below their 1996 levels. However, given
the scale of the climate change challenge we face, we have committed to achieving
an 80% reduction in CO2 emissions from our 1996 baseline by 2016.
As we
transform our business and increasingly provide innovative new wave services,
our energy consumption could increase as a result, for example, of the growth
in our data centres. Consequently, we have conducted an audit of the energy
consumption of these data centres and are implementing
BT Group plc Annual Report & Form 20-F 25
Report of the Directors Business review |
2004 | 2005 | 2006 | 2007 | ||||||||||
|
|||||||||||||
Total
(UK only million tonnes) |
0.94 | 0.76 | 0.64 | 0.64 | |||||||||
%
below 1996 |
42% | 53% | 60% | 60% | |||||||||
Tonnes
per £1m turnover |
50 | 41 | 33 | 31 | |||||||||
|
|||||||||||||
| what we need to do to build up our digital inclusion activities in the UK to help even more people get online. For a number of years, our key performance indicator for digital inclusion related to levels of broadband penetration. As these now stand at more than 99.9%, we have introduced a new target: to reduce the number of
digitally excluded people in the UK from 36% to 32.4% (a reduction of 10%) in three years. |
| involving
less advantaged and minority groups in ICT-enabled work |
| which new
markets/services give all members of society the same freedom and opportunities
to communicate |
| helping the
voluntary and charity sectors to become more effective through the application
of ICT |
| working with
partners and customers to release the power of diversity within our supply
chain. |
We
believe that an inclusive approach to product design is good for customers and
good for business. We are proud, for example, of our reputation for developing
products that can be used by all our customers, regardless of age or ability.
For example, we offer a wide range of phones with accessible features. Our Age
and Disability Action team works to raise awareness within BT of the importance
of inclusive design in services ranging from billing to broadband and has been
working with The Centre for Inclusive Technology and Design on the development
of a toolkit to help designers and others involved in product development, and
to produce a general guide for inclusive design for businesses.
CSR Risks
For a number of years we have maintained
a CSR risk register. During the 2007 financial year, we continued to develop
our knowledge and understanding of our CSR risks. Our most significant CSR risks
continue to be:
| breach of the code of business ethics |
| climate change |
| diversity |
| health and
safety |
| outsourcing |
| privacy |
| supply chain
working conditions. |
Each
of these risks has an owner and a mitigation strategy in place. These risks
are not regarded as material in relation to the group and consequently are not
included in Group risk factors.
CSR opportunities
The increasing importance of sustainability
issues both inside and outside BT is leading to a much greater focus on the
opportunities that CSR provides as well as the risks that need to be managed.
This is not only in relation to building competitive advantage by growing our
brand and reputation for CSR, but also in terms of commercial marketplace opportunities.
We believe
that ICT has a positive role to play as part of the solution as individuals
and organisations look for more sustainable ways of communicating, working and
living.
We are
planning to offer our business customers a carbon audit which will measure their
carbon footprint and explore ways in which the use of ICT can reduce greenhouse
gas emissions. Products such as remote working and teleconferencing, for example,
play an important part in creating sustainable businesses.
26 BT Group plc Annual Report & Form 20-F
GROUP
RISK FACTORS
In common with all businesses, BT
is affected by a number of risk factors, not all of which are wholly within
our control. Although many of the risk factors influencing our performance are
macroeconomic and likely to affect the performance of businesses generally,
others are particular to our operations.
This
section highlights some of those particular risks but it is not intended to
be an extensive analysis of all risks affecting the business. Some risks may
be unknown to us and other risks, currently regarded as immaterial, could turn
out to be material. All of them have the potential to impact our business, revenue,
profits, assets, liquidity and capital resources adversely.
They
should also be considered in connection with the statement on Internal control
and risk management on page 71, the forward-looking
statements in this document and the Cautionary statement regarding forward-looking
statements on page 158.
Regulatory controls
If our activities are subject to significant
price and other regulatory controls, our market share, competitive position
and future profitability may be affected.
Most
of BTs wholesale fixed-network activities in the UK are subject to significant
regulatory controls. The controls regulate, among other things, the prices we
may charge for many of our services and the extent to which we have to provide
services to our competitors. In recent years, the effect of these controls has
been to cause us to reduce our prices. We cannot assure our shareholders that
the regulatory authorities will not increase the severity of the price controls,
nor extend the services to which controls apply (including any new services
that we may offer in the future), nor extend the services which we have to provide
to our competitors. These controls may adversely affect our market share, the
severity of competition and our future profitability. In response to Ofcoms
strategic review of telecommunications, we proposed a number of legally binding
Undertakings under the Enterprise Act 2002. These Undertakings were accepted
by Ofcom and came into force in September 2005. In the case of a breach of the
Undertakings, Ofcom has the right to seek an injunction through the courts or
issue a direction. Third parties who suffer losses as a result of the breach
may also take action against BT in the courts for damages. The timescales for
achievement of a number of the milestones in the Undertakings are very challenging.
Further details on the regulatory framework in which BT operates can be found
in Regulation, competition and prices on page 20.
Competition in UK fixed-network
services
We face strong competition in UK fixed-network
services. Ofcom considers that we have significant market power in various parts
of the UK fixed telecommunications market. In these areas Ofcom can enforce
obligations to meet reasonable requests to supply services to other communications
providers, not to discriminate unduly, to notify price changes and in some cases
it can also impose extra obligations such as price controls.
Ofcom
has promoted competition in the fixed-network area by measures including local
loop unbundling, carrier pre-selection (making it easier for BT customers to
route some or all of their calls over our competitors networks) and the
introduction of wholesale access products.
Reduction
in our share of the fixed-network market may lead to a fall in our revenue and
an adverse effect on profitability. Unlike our competitors, we continue to be
obliged by the current regulatory regime to provide certain services to customers
in the UK, whether or not such provision of service is economic.
There
is also competition for voice and data traffic volumes between fixed-network
operators and those operators offering VoIP and mobile services.
The
impact of all these factors may be to accelerate the diversion of our more profitable
customers without being able to reduce our costs commensurately, which may cause
adverse effects on our business, results of operations, financial condition
and prospects.
Technological advances
Our continued success depends on our
ability to exploit new technology rapidly.
We operate
in an industry with a recent history of rapid technological changes and we expect
this to continue new technologies and products will emerge, and existing
technologies and products will develop further.
We need
continually to exploit next-generation technologies in order to develop our
existing and future services and products.
However,
we cannot predict the actual impact of these future technological changes on
our business or our ability to provide competitive services.
For
example, there is evidence of substitution by customers using mobile phones
for day-to-day voice calls in place of making such calls over the fixed network
and of calls being routed over the internet in place of the traditional switched
network.
If these
trends accelerate, our fixed-network assets may be used uneconomically and our
investment in these assets may not be recovered through profits on fixed-network
calls and line rentals.
The
complexity of the 21CN programme, and the risk that our major suppliers fail
to meet their obligations, may result in delays to the delivery of the expected
benefits. Impairment write-downs may be incurred and margins may decline if
fixed costs cannot be reduced in line with falling revenue.
Transformation strategy
Our strategy for transformation includes
the targeting of significant growth in new wave business areas. This may result
in changes to our products, services, markets and culture. If this transformation
strategy is unsuccessful there is a risk that future revenue and profitability
will decline.
In particular,
we have targeted significant growth in new business areas, such as networked
IT services, broadband and mobility. In view of the likely level of competition
and uncertainties regarding the level of economic activity, there can be no
certainty that we will meet our growth targets in these areas, with a consequential
impact on future revenue and profitability.
We have
announced a new organisational structure to help deliver faster, more resilient
and more cost-effective services to all our customers wherever they are. Failure
to complete this programme of organisational change may reduce our competitiveness,
with a consequential impact on our future revenue and profitability.
BT Group plc Annual Report & Form 20-F 27
Report of the Directors Business review |
28 BT Group plc Annual Report & Form 20-F
Report of the Directors
Financial review
30 BT Group plc Annual Report & Form 20-F
2007 | 2006 | 2005 | ||||||||
Year
ended 31 March |
£m | £m | £m | |||||||
|
|
|||||||||
Revenue |
20,223 | 19,514 | 18,429 | |||||||
Other
operating incomea |
233 | 227 | 551 | |||||||
Operating
costsa |
(17,915 | ) | (17,246 | ) | (15,988 | ) | ||||
|
|
|||||||||
Operating
profit: |
||||||||||
Before
specific items |
2,713 | 2,633 | 2,693 | |||||||
Specific
items |
(172 | ) | (138 | ) | 299 | |||||
2,541 | 2,495 | 2,992 | ||||||||
Net
finance expense: |
||||||||||
Finance
expense before specific items |
(2,604 | ) | (2,740 | ) | (2,773 | ) | ||||
Finance
income before specific items |
2,371 | 2,268 | 2,174 | |||||||
Specific
items |
139 | | | |||||||
(94 | ) | (472 | ) | (599 | ) | |||||
Share
of post tax profits (losses) of associates and joint ventures: |
||||||||||
Before
specific items |
15 | 16 | (14 | ) | ||||||
Specific
items |
| | (25 | ) | ||||||
15 | 16 | (39 | ) | |||||||
Profit
on disposal of associates and joint ventures: |
||||||||||
Before
specific items |
| | | |||||||
Specific
items |
22 | 1 | | |||||||
22 | 1 | | ||||||||
|
|
|||||||||
Profit
before taxation: |
||||||||||
Before
specific items |
2,495 | 2,177 | 2,080 | |||||||
Specific
items |
(11 | ) | (137 | ) | 274 | |||||
2,484 | 2,040 | 2,354 | ||||||||
Taxation: |
||||||||||
Before
specific items |
(611 | ) | (533 | ) | (541 | ) | ||||
Specific
items |
979 | 41 | 16 | |||||||
368 | (492 | ) | (525 | ) | ||||||
|
|
|||||||||
Profit
for the year: |
||||||||||
Before
specific items |
1,884 | 1,644 | 1,539 | |||||||
Specific
items |
968 | (96 | ) | 290 | ||||||
2,852 | 1,548 | 1,829 | ||||||||
|
|
|||||||||
Attributable
to: |
||||||||||
Equity
shareholders |
2,850 | 1,547 | 1,830 | |||||||
Minority
interests |
2 | 1 | (1 | ) | ||||||
|
|
|||||||||
Basic
earnings per share: |
||||||||||
Before
specific items |
22.7 | p | 19.5 | p | 18.1 | p | ||||
Specific
items |
11.7 | p | (1.1 | p) | 3.4 | p | ||||
Total
basic earnings per share |
34.4 | p | 18.4 | p | 21.5 | p | ||||
|
|
a | Includes specific items |
BT Group plc Annual Report & Form 20-F 31
Report of the Directors Financial review |
GROUP RESULTS
Whilst driving the transformation
of the business, the group has continued to make progress in growing earnings
per share before specific items, which at 22.7 pence, was 16% higher than the
2006 financial year and 25% higher than the 2005 financial year.
Strong
growth in new wave revenue continued, and at £7,374 million new wave revenue
was 17% higher than the 2006 financial year. New wave revenue in the 2006 financial
year was £6,282 million, 38% higher than the 2005 financial year. Excluding
the impact of the acquisitions of Albacom and Infonet in the 2005 financial
year, organic growth in new wave revenue was 26% in the 2006 financial year.
New wave revenue represented 36% of revenue in the 2007 financial year compared
to 32% and 25% in the 2006 and 2005 financial years, respectively. New wave
revenue is mainly generated from networked IT services, broadband and mobility.
In the 2007 financial year, the growth
in new wave revenue of 17% more than offset the 3% decline in traditional revenue
to £12,849 million. The continued decline in traditional revenue reflects
regulatory intervention, competition and also technological changes that we
are using to drive customers from traditional services to new wave services,
such as broadband and IPVPN. In the 2006 financial year, the growth in new wave
revenue of 38% more than offset the 5% decline in traditional revenue.
Given
the nature of our new wave activities and their relative immaturity, the profit
margins generated from these activities are currently lower than those from
the groups mature traditional products and service offerings. The adverse
impact on the groups overall profitability has been mitigated by the overall
growth in revenues and our cost efficiency programmes which achieved savings
of over £500 million in the 2007 financial year. We expect to continue
to pursue profitable growth in new wave markets, defend our traditional business
and generate sustainable cost savings.
The
table below analyses revenue by customer segment. Major corporate includes the
external revenue of BT Global Services major corporate customers. Business
includes the external revenue of BT Retail from small and medium sized enterprises
(SME) customers. Consumer includes the external revenue of BT Retail from consumer
customers. Wholesale includes the external revenue of Openreach, BT Wholesale
and BT Global Services global carrier business.
2007 £m |
2006 £m |
2005 £m |
||||||||
|
|
|||||||||
Revenue
by customer segment |
||||||||||
Major
corporate |
7,244 | 6,880 | 5,936 | |||||||
Business |
2,353 | 2,324 | 2,442 | |||||||
Consumer |
5,124 | 5,296 | 5,599 | |||||||
Wholesale |
5,485 | 4,996 | 4,427 | |||||||
Other |
17 | 18 | 25 | |||||||
|
|
|||||||||
20,223 | 19,514 | 18,429 | ||||||||
|
|
32 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 33
Report of the Directors Financial review |
Internal cost recorded by | |||||||||||||||||||
BT
Global Services £m |
BT Retail £m |
BT Wholesale £m |
Openreach £m |
Other £m |
Total £m |
||||||||||||||
Internal revenue recorded by: | |||||||||||||||||||
BT
Global Services |
| 596 | 988 | 13 | 42 | 1,639 | |||||||||||||
BT
Retail |
156 | | 177 | 71 | 13 | 417 | |||||||||||||
BT
Wholesale |
1,115 | 1,105 | | 1,307 | | 3,527 | |||||||||||||
Openreach |
441 | 2,517 | 1,499 | | 35 | 4,492 | |||||||||||||
Total |
1,712 | 4,218 | 2,664 | 1,391 | 90 | 10,075 | |||||||||||||
2007 | 2006 | a | |||||
£m | £m | ||||||
|
|
|
|||||
Revenue |
9,106 | 8,772 | |||||
EBITDA |
968 | 926 | |||||
Operating
profit |
293 | 288 | |||||
Capital
expenditure |
695 | 702 | |||||
|
|
|
|
|
|
|
a | Restated to
reflect the creation of Openreach. |
|
|||||||||||||||||||
Revenue | Operating profit (loss)a | Specific items | |||||||||||||||||
2007 |
2006 |
b |
2007 |
2006 |
b |
2007 |
2006 |
b | |||||||||||
£m | £m |
£m | £m | £m | £m | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT
Global Services |
9,106 | 8,772 | 293 | 288 | |||||||||||||||
BT
Retail |
8,414 | 8,507 | 674 | 569 | |||||||||||||||
BT
Wholesale |
7,584 | 7,343 | 724 | 759 | |||||||||||||||
Openreach |
5,177 | 5,142 | 1,177 | 1,183 | |||||||||||||||
Other |
17 | 18 | (327 | ) | (304 | ) | 172 | 138 | |||||||||||
Intra-group |
(10,075 | ) | (10,268 | ) | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
totals |
20,223 | 19,514 | 2,541 | 2,495 | 172 | 138 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a | A reconciliation
from total operating profit to profit after tax (net income) is given
on page 86. |
b | Restated to reflect the creation of Openreach. |
34 BT
Group plc Annual Report & Form 20-F
2007 | 2006 | a | |||||
£m | £m | ||||||
|
|
|
|
||||
Revenue |
8,414 | 8,507 | |||||
Gross
margin |
2,350 | 2,229 | |||||
Sales,
general and administration costs |
1,481 | 1,491 | |||||
EBITDA |
845 | 716 | |||||
Operating
profit |
674 | 569 | |||||
Capital
expenditure |
166 | 153 | |||||
|
|
|
|
a | Restated to
reflect the creation of Openreach. |
2007 | 2006 | a | |||||
£m | £m | ||||||
|
|
|
|
||||
BT
Retail revenue |
|||||||
Traditional |
6,630 | 7,143 | |||||
Networked
IT services |
375 | 363 | |||||
Broadband |
946 | 730 | |||||
Mobility
and other |
463 | 271 | |||||
New
wave |
1,784 | 1,364 | |||||
|
|
|
|
||||
Total |
8,414 | 8,507 | |||||
|
|
|
|
a | Restated to reflect the creation of Openreach. |
Operating
profit (loss) before specific items |
Depreciation | Amortisation
of intangible assets |
EBITDA
before specific items |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
2007 |
2006 | b | 2007 | 2006 | b | 2007 | 2006 | b | 2007 | 2006 | b | ||||||||||||||
£m |
£m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
293 |
288 | 494 | 555 | 181 | 83 | 968 | 926 | BT Global Services | |||||||||||||||||
674 |
569 | 128 | 120 | 43 | 27 | 845 | 716 | BT Retail | |||||||||||||||||
724 |
759 | 1,102 | 1,008 | 96 | 94 | 1,922 | 1,861 | BT Wholesale | |||||||||||||||||
1,177 |
1,183 | 663 | 770 | 44 | 30 | 1,884 | 1,983 | Openreach | |||||||||||||||||
(155) |
(166 | ) | 149 | 181 | 20 | 16 | 14 | 31 | Other | ||||||||||||||||
|
| | | | | | | Intra-group | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2,713 |
2,633 | 2,536 | 2,634 | 384 | 250 | 5,633 | 5,517 | Group totals | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 35
Report of the Directors Financial review |
2007 | 2006 | a | |||||
£m | £m | ||||||
|
|
||||||
Revenue |
7,584 | 7,343 | |||||
Gross
variable profit |
3,736 | 3,623 | |||||
EBITDA |
1,922 | 1,861 | |||||
Operating
profit |
724 | 759 | |||||
Capital
expenditure |
1,017 | 975 | |||||
|
|
|
|
a | Restated to
reflect the creation of Openreach. |
36 BT
Group plc Annual Report & Form 20-F
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Revenue |
5,177 | 5,142 | |||||
EBITDA |
1,884 | 1,983 | |||||
Operating
profit |
1,177 | 1,183 | |||||
Capital
expenditure |
1,108 | 1,038 | |||||
|
|
|
|
BT Group plc Annual Report & Form 20-F 37
Report of the Directors Financial review |
2006 | 2005 | ||||||
£m | £m | ||||||
Revenue |
8,632 | 7,488 | |||||
EBITDA |
1,001 | 961 | |||||
Operating profit |
363 | 411 | |||||
Capital expenditure |
702 | 605 | |||||
2006 £m |
2005 £m |
||||||
Revenue |
8,452 | 8,698 | |||||
Gross margin |
2,354 | 2,354 | |||||
Sales, general and administration costs |
1,563 | 1,600 | |||||
EBITDA |
791 | 754 | |||||
Operating profit |
644 | 607 | |||||
Capital expenditure |
153 | 170 | |||||
2006 | 2005 | ||||||
£m | £m | ||||||
BT
Retail revenue |
|||||||
Traditional |
7,088 | 7,712 | |||||
Networked
IT services |
363 | 304 | |||||
Broadband |
730 | 502 | |||||
Mobility
and other |
271 | 180 | |||||
New
wave |
1,364 | 986 | |||||
Total |
8,452 | 8,698 | |||||
38 BT Group plc Annual Report & Form 20-F
2006 | 2005 | ||||||
£m | £m | ||||||
Revenue |
9,232 | 9,095 | |||||
Gross variable profit |
7,031 | 6,933 | |||||
EBITDA |
3,894 | 3,864 | |||||
Operating profit |
1,992 | 1,950 | |||||
Capital expenditure |
2,013 | 1,981 | |||||
BT Group plc Annual Report & Form 20-F 39
Report of the Directors Financial review |
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|||||||||
Operating
costs: |
||||||||||
Staff
costs |
5,223 | 4,966 | 4,554 | |||||||
Own
work capitalised |
(718 | ) | (674 | ) | (620 | ) | ||||
Depreciation |
2,536 | 2,634 | 2,694 | |||||||
Amortisation |
384 | 250 | 150 | |||||||
Payments
to telecommunications operators |
4,162 | 4,045 | 3,725 | |||||||
Other
operating costs |
6,159 | 5,887 | 5,426 | |||||||
|
|
|||||||||
Total
operating costs before specific items |
17,746 | 17,108 | 15,929 | |||||||
Specific
items |
169 | 138 | 59 | |||||||
|
|
|||||||||
Total
operating costs |
17,915 | 17,246 | 15,988 | |||||||
|
|
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|||||||||
Operating
costs: |
||||||||||
Property
rationalisation costs |
64 | 68 | 59 | |||||||
Write
off of circuit inventory and other working capital balances |
65 | | | |||||||
Creation
of Openreach |
30 | 70 | | |||||||
Costs
associated with settlement of open tax years |
10 | | | |||||||
|
|
|||||||||
169 | 138 | 59 | ||||||||
Other
operating income: |
||||||||||
Net
loss on sale of group undertakings |
5 | | | |||||||
Profit
on sale of non current asset investments |
(2 | ) | | (358 | ) | |||||
|
|
|||||||||
3 | | (358 | ) | |||||||
Finance
income: |
||||||||||
Interest
on settlement of open tax years |
(139 | ) | | | ||||||
|
|
|||||||||
Associates
and joint ventures: |
||||||||||
Profit
on sale of joint venture |
| (1 | ) | | ||||||
Profit
on sale of associate |
(22 | ) | | | ||||||
Impairment
of assets in joint ventures |
| | 25 | |||||||
|
|
|||||||||
Net
specific items loss (profit) before tax |
11 | 137 | (274 | ) | ||||||
Tax
credit in respect of settlement of open tax years |
(938 | ) | | | ||||||
Tax
credit on specific items |
(41 | ) | (41 | ) | (16 | ) | ||||
|
|
|||||||||
Net
specific items loss (profit) after tax |
(968 | ) | 96 | (290 | ) | |||||
|
|
40 BT Group plc Annual Report & Form 20-F
2007 £m |
2006 £m |
2005 £m |
||||||||
|
|
|
|
|
|
|
|
|
|
|
Interest
on borrowings |
728 | 916 | 1,053 | |||||||
Loss
arising on derivatives not in a designated hedge relationship |
4 | 8 | | |||||||
Interest
on pension scheme liabilities |
1,872 | 1,816 | 1,720 | |||||||
|
|
|
|
|
|
|
|
|
|
|
Total
finance expense |
2,604 | 2,740 | 2,773 | |||||||
|
|
|
|
|
|
|
|
|
|
|
Income
from listed investments |
(7 | ) | (44 | ) | (47 | ) | ||||
Other
interest and similar income |
(72 | ) | (154 | ) | (209 | ) | ||||
Expected
return on pension scheme assets |
(2,292 | ) | (2,070 | ) | (1,918 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
Total
finance income |
(2,371 | ) | (2,268 | ) | (2,174 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
Analysed
as: |
||||||||||
Net
finance expense before specific items and pensions |
653 | 726 | 797 | |||||||
Interest
associated with pensions |
(420 | ) | (254 | ) | (198 | ) | ||||
|
|
|||||||||
Net
finance expense before specific items |
233 | 472 | 599 | |||||||
Specific
items |
(139 | ) | | | ||||||
|
|
|
|
|
|
|
|
|
|
|
Net
finance expense |
94 | 472 | 599 | |||||||
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 41
Report of the Directors Financial review |
2007 £m |
2006 £m |
2005 £m |
||||||||
|
|
|||||||||
Share
of post tax profit (loss) of associates and joint ventures |
15 | 16 | (14 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
2007 pence |
2006 pence |
2005 pence |
||||||||
|
|
|||||||||
Basic
earnings per share before specific items |
22.7 | 19.5 | 18.1 | |||||||
Specific
items |
11.7 | (1.1 | ) | 3.4 | ||||||
|
|
|||||||||
Total
basic earnings per share |
34.4 | 18.4 | 21.5 | |||||||
|
|
42 BT Group plc Annual Report & Form 20-F
Summarised
cash flow statement |
2007 £m |
2006 £m |
2005 £m |
||||||
|
|
|
|
|
|||||
Cash
generated from operations |
5,245 | 5,777 | 5,906 | ||||||
Income
taxes paid |
(35 | ) | (390 | ) | (332 | ) | |||
|
|
|
|
|
|||||
Net
cash inflow from operating activities |
5,210 | 5,387 | 5,574 | ||||||
Net
purchase of property, plant, equipment and software |
(3,209 | ) | (2,874 | ) | (2,945 | ) | |||
Net
acquisition of subsidiaries, associates, joint ventures and group undertakings |
(237 | ) | (167 | ) | (418 | ) | |||
Net
sale of current and non current asset investments |
258 | 3,220 | 1,247 | ||||||
Dividends
received from associates and joint ventures |
6 | 1 | 2 | ||||||
Interest
received |
147 | 185 | 374 | ||||||
|
|
|
|
|
|||||
Net
cash (used) received in investing activities |
(3,035 | ) | 365 | (1,740 | ) | ||||
Net
repayment of borrowings |
(765 | ) | (2,946 | ) | (1,292 | ) | |||
Equity
dividends paid |
(1,057 | ) | (907 | ) | (784 | ) | |||
Repurchase
of shares |
(279 | ) | (339 | ) | (193 | ) | |||
Interest
paid |
(797 | ) | (1,086 | ) | (1,260 | ) | |||
|
|
|
|
|
|||||
Net
cash used in financing activities |
(2,898 | ) | (5,278 | ) | (3,529 | ) | |||
|
|
|
|
|
|||||
Effect
of exchange rates on cash and cash equivalents |
(37 | ) | | | |||||
Net
(decrease) increase in cash and cash equivalents |
(760 | ) | 474 | 305 | |||||
|
|
|
|
|
|||||
(Increase)
decrease in net debt resulting from cash flows |
(219 | ) | 199 | 887 | |||||
|
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 43
Report of the Directors Financial review |
Free
cash flow |
2007 £m |
2006 £m |
2005 £m |
|||||||
|
|
|||||||||
Reconciliation
of free cash flow |
||||||||||
Net
cash inflow from operating activities |
5,210 | 5,387 | 5,574 | |||||||
Net
purchase of property, plant equipment and software |
(3,209 | ) | (2,874 | ) | (2,945 | ) | ||||
Net
(purchase) sale of non current asset investments |
(3 | ) | (1 | ) | 537 | |||||
Dividends
from associates and joint ventures |
6 | 1 | 2 | |||||||
Interest
received |
147 | 185 | 374 | |||||||
Interest
paid |
(797 | ) | (1,086 | ) | (1,260 | ) | ||||
|
|
|||||||||
Free
cash flow |
1,354 | 1,612 | 2,282 | |||||||
|
|
44 BT Group plc Annual Report & Form 20-F
Payments due by period | ||||||||||||||||
Contractual
obligations and commitments |
Total £m |
Less than 1 year £m |
1-3 years £m |
3-5 years £m |
More than 5 years £m |
|||||||||||
Loans
and other borrowings |
8,022 | 1,900 | 637 | 2,239 | 3,246 | |||||||||||
Finance
lease obligations |
567 | 303 | 33 | 23 | 208 | |||||||||||
Operating
lease obligations |
9,557 | 479 | 882 | 829 | 7,367 | |||||||||||
Pension
deficiency obligations |
2,280 | 320 | 280 | 560 | 1,120 | |||||||||||
Capital
commitments |
779 | 616 | 118 | 29 | 16 | |||||||||||
Total |
21,205 | 3,618 | 1,950 | 3,680 | 11,957 | |||||||||||
|
BT Group plc Annual Report & Form 20-F 45
Report of the Directors Financial review |
46 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 47
Report of the Directors
Corporate governance
BOARD
OF DIRECTORS AND OPERATING COMMITTEE
Board of Directors
Sir Christopher Bland Chairmand,e,f |
||
.............................................................................................................................................................................................................................................. |
Sir Christopher Bland was appointed
to the Board as Chairman on 1 May 2001. He chairs the Nominating
and Community Support committees. He was chairman of the BBC Board of Governors from 1 April 1996 until 30 September 2001. From 1972 to 1979, Sir Christopher was deputy chairman of the Independent Broadcasting Authority and chairman of its Complaints Review Board. In 1982, he became a non-executive director of LWT Holdings and was chairman from 1983 to 1994, when LWT was acquired by Granada Group. From December 1994 to May 2000, he was chairman of NFC. From 1977 to 1985, he was chairman of Sir Joseph Causton & Sons. Sir Christopher, who was chairman of the Hammersmith and Queen Charlottes Hospitals Special Health Authority from 1982 to 1994 and of Hammersmith Hospitals NHS Trust from 1994 to February 1997, was knighted for his work in the NHS in 1993. He was chairman of the Private Finance Panel from 1995 to 1996 and a member of the Prime Ministers Advisory Panel on the Citizens Charter. He is a senior advisor at Warburg Pincus and chairman of the Royal Shakespeare Company. Aged 68. |
Executive directors
Ben Verwaayen Chief Executivea |
|||
.............................................................................................................................................................................................................................................. |
Ben Verwaayen was appointed
to the Board on 14 January 2002 and became Chief Executive on 1 February
2002. He chairs the Operating Committee. Ben was formerly vice chairman of the management board of Lucent Technologies in the USA from October 1999. He joined Lucent in September 1997 as executive vice president international and became chief operating officer the following month. Prior to joining Lucent, Ben worked for KPN in the Netherlands for nine years as president and managing director of its telecoms subsidiary, PTT Telecom. From 1975 to 1988, he worked for ITT in Europe. He was created an Officer of the Order of Orange-Nassau in April 2006 and appointed a Chevalier de la Légion dHonneur in June 2006. He is a non-executive director of UPS (a US corporation). A Dutch national, he is aged 55. |
François Barrault Chief Executive, BT Global Servicesa |
|||
.............................................................................................................................................................................................................................................. |
François Barrault was appointed to the Board and became Chief Executive, BT Global Services on 24 April 2007. He joined BT in April 2004 as President BT International, BT Global Services. François was formerly president, Lucent Technologies and previously held other roles within Lucent including president and CEO Mobility International, and president and CEO Europe, Middle East and Africa (EMEA). Before this, François worked for Ascend Communications where he held the position of senior vice president, EMEA and International until its acquisition by Lucent. He previously held executive positions with IBM, Computervision/Prime and Stratus. He is a non-executive director of eServGlobal (an Australian corporation). A French national, he is aged 46. |
Andy Green Chief Executive, Group Strategy and Operationsa |
|||
.............................................................................................................................................................................................................................................. |
Andy Green was appointed to the Board on 19 November 2001. He was appointed Chief Executive, Group Strategy and Operations on 24 April 2007. Since joining BT in 1986, he has held a number of positions, including Chief Executive of Global Services, Chief Executive of BT Openworld and Group Director of Strategy and Development. Andy was a member of the former Executive Committee from February 1995. He is a board member of e-skills UK, and ABESU (a charity with the objective of making poverty history) and a non-executive director of NAVTEQ Corporation (a US corporation). Aged 51. |
Hanif Lalani Group Finance Directora,f |
||
.............................................................................................................................................................................................................................................. |
Hanif Lalani was appointed to the Board on 7 February 2005 as Group Finance Director. He was formerly Chief Financial Officer for BT Wholesale. Since joining BT in 1983, he has held a number of positions, including Chief Executive of BT Northern Ireland and Managing Director BT Regions. Hanif was also chairman of OCEAN Communications (BTs subsidiary in the Republic of Ireland). He was awarded the OBE in January 2003 for services to business in Northern Ireland. He is a Chartered Management Accountant. Aged 45. |
BT Group plc Annual Report & Form 20-F 49
Report of the Directors Corporate governance |
Ian Livingston Chief Executive, BT Retaila |
|||
.............................................................................................................................................................................................................................................. |
Ian Livingston was appointed as Chief Executive of BT Retail on 7 February 2005. He was formerly Group Finance Director from April 2002. Prior to joining BT, he was group finance director of Dixons Group from 1997. He joined Dixons in 1991 after working for 3i Group and Bank of America International. His experience at Dixons spanned a number of operational and financial roles, both in the UK and overseas. He was also a non-executive director of Ladbrokes (formerly Hilton Group), and a director of Freeserve from its inception. He is a Chartered Accountant. Aged 42. |
Dr Paul Reynolds Chief Executive, BT Wholesalea |
|||
.............................................................................................................................................................................................................................................. |
Paul Reynolds was appointed to the Board on 19 November 2001. In April 2000, he was appointed as Chief Executive of BT Wholesale. He joined BT in 1983, and has held a number of roles including Director of the Office of the Chairman, Director of Multimedia and, from 1999, Managing Director of Networks and Information Services. He is a non-executive director of E-Access (a Japanese corporation). Aged 50. |
Non-Executive directors
Maarten van den Bergh Deputy Chairmanb,c,d,f |
|||
.............................................................................................................................................................................................................................................. |
Maarten van den Bergh was appointed
to the Board on 1 September 2000. He was appointed Deputy Chairman on 1
October 2006. He chairs the Remuneration Committee and the Pension
Scheme Performance Review Group. He is the senior independent director.
He is chairman of Akzo Nobel Supervisory Board and a non-executive director
of British Airways and Royal Dutch Shell, and former chairman of Lloyds
TSB Group. Prior to his retirement in July 2000, Maarten was president of the Royal Dutch Petroleum Company and vice chairman of its committee of managing directors from July 1998, having been appointed a managing director of the Royal Dutch Shell Group of companies in July 1992. A Dutch national, he is aged 65. |
Matti Alahuhtac |
|||
.............................................................................................................................................................................................................................................. |
Matti Alahuhta was appointed
to the Board on 1 February 2006. He has been president of Kone Corporation
since 2005, president and CEO since 2006 and a director since 2003. He was
formerly at Nokia Corporation for more than 20 years, where his most recent
roles were executive vice president and chief strategy officer, president
mobile phones and president telecommunications. Matti is foundation board chairman of the International Institute for Management Development (IMD) and chairman of Technology Industries of Finland Centennial Foundation. A Finnish national, he is aged 54. |
Clayton Brendishb,e |
|||
.............................................................................................................................................................................................................................................. |
Clay Brendish was appointed to the Board on 1 September 2002. He is non-executive chairman of Anite, Close Beacon Investment Fund and Echo Research Limited and a non-executive director of Herald Investment Trust. He is also a trustee of Economist Newspapers and the Foundation for Liver Research. Prior to his retirement in May 2001, Clay was executive deputy chairman of CMG having joined the board when it acquired Admiral. Clay was co-founder and executive chairman of Admiral, incorporated in 1979. He also acted as an adviser to the Government on the efficiency of the Civil Service. Aged 60. |
Phil Hodkinsonb,d,e |
|||
.............................................................................................................................................................................................................................................. |
Phil Hodkinson was appointed
to the Board on 1 February 2006. He was appointed chairman of the Audit
Committee on 1 October 2006. He is group finance director of HBOS. A
Fellow of the Institute of Actuaries, he was formerly chairman of Insight
Investment, Clerical Medical Investment Group and Halifax Financial Services,
and previously chief executive of Zurich Life and Eagle Star Life. Phil is a non-executive director of Business in the Community and chairman of the HBOS Foundation. Aged 49. |
50 BT Group plc Annual Report & Form 20-F
The Rt Hon Baroness Jay of Paddington PCc,e |
|||
.............................................................................................................................................................................................................................................. |
Baroness (Margaret) Jay was
appointed to the Board on 14 January 2002. She was formerly Lord Privy Seal,
Leader of the House of Lords and Minister for Women. Previously, she was
Minister of State at the Department of Health. Baroness Jay has held non-executive positions with Scottish Power, Carlton Television and LBC. She has been a member of the Central Research and Development Committee for the NHS, was a founding director of the National AIDS Trust and a governor of South Bank University. She is currently chairman of the Overseas Development Institute and a non-executive director of Independent News & Media and a member of its International Advisory Board. Aged 67. |
Deborah Lathenc |
|||
.............................................................................................................................................................................................................................................. |
Deborah Lathen was appointed to the Board on 1 February 2007. She is a US attorney and has been president of Lathen Consulting (which provides strategic, legal and management advice on policy and regulatory matters to senior executives of major US companies) since 2001. From 1998 to 2001 she worked at the Federal Communications Commission (FCC) as chief of the Cable Services Bureau where she was responsible for policy and regulation covering the cable, satellite TV and broadcast industries. Prior to joining the FCC, she held roles as Director of National Consumer Affairs and Managing Counsel at Nissan Motor Corporation USA and legal positions at TRW Financial Systems and the Quaker Oats Company. A US national, she is aged 54. |
John Nelsonb,d,f |
|||
.............................................................................................................................................................................................................................................. |
John Nelson was appointed to
the Board on 14 January 2002. A Chartered Accountant, he retired as chairman
of Credit Suisse First Boston Europe (CSFB) on 31 January 2002. He was a
member of the executive board and chairman of the European executive committee
of CSFB. Prior to joining CSFB in January 1999, John spent 13 years with Lazard Brothers. He was appointed vice chairman of Lazard Brothers in 1990. He was also chairman of Lazard S.p.A. in Italy and a managing director of Lazard Freres, New York. He was a non-executive director of Woolwich until it was taken over by Barclays Bank in 2000. He is chairman of Hammerson, deputy chairman of Kingfisher, a member of the Board of English National Opera and a senior advisor to Charterhouse Capital Partners. Aged 59. |
Carl G Symonb,c,g |
|||
.............................................................................................................................................................................................................................................. |
Carl Symon was appointed to
the Board on 14 January 2002, and was appointed chairman of the Equality
of Access Board when it became operational on 1 November 2005. He retired
from IBM in May 2001 after a 32-year career, during which he held senior
executive positions in the USA, Canada, Latin America, Asia and Europe,
including chairman and chief executive officer of IBM UK. Carl is chairman of HMV Group and Clearswift Systems and a non-executive director of Rolls-Royce and Rexam, and an advisory board member of Cross Atlantic Capital Partners. A US national, he is aged 61. |
Operating Committee
Ben Verwaayen Chief
Executive
François Barrault Chief Executive, BT Global Services
Andy Green Chief
Executive, Group Strategy and Operations
Hanif Lalani Group Finance Director
Ian Livingston
Chief Executive, BT Retail
Dr Paul Reynolds Chief Executive, BT Wholesale
Larry Stonee |
|||
.............................................................................................................................................................................................................................................. |
Larry Stone, formerly Corporate Governance Director from 1 June 2000, was appointed Company Secretary on 27 March 2002. He previously held external relations and regulatory roles with BT in Tokyo and Brussels and with BT Cellnet (now 02). He is a trustee of the BT Pension Scheme and a member of the Primary Markets Group of the London Stock Exchange and of the UK Social Investment Forums Sustainable Pensions Advisory Board. He is Honorary Colonel of 81 Signal Squadron (Volunteers). Aged 49. |
Key to membership of Board committees:
aOperating
bAudit
cRemuneration
dNominating
eCommunity Support
fPension Scheme Performance
Review Group
gEquality of Access Board
All the non-executive
directors are considered independent of the management of the company.
BT Group plc Annual Report & Form 20-F 51
Report of the Directors Corporate governance |
BOARD COMPOSITION
AND ROLE
The names and biographical details
of the directors are given on pages 49 to 51 in Board
of Directors and Operating Committee. All served throughout the financial
year, with the exception of Deborah Lathen, who was appointed to the Board on
1 February 2007, and François Barrault, who was appointed to the Board
on 24 April 2007. Sir Anthony Greener served as a director until 30 September
2006. The Board, which operates as a single team, is currently made up of the
part-time Chairman, the Chief Executive, five other executive directors and
eight non-executive directors. All of the non-executive directors during the
2007 financial year met, and continue to meet, the criteria for independence
set out in the Combined Code and are therefore considered by the Board to be
independent. In line with BTs policy, the Board comprised a majority of
independent non-executive directors throughout the 2007 financial year.
The
Boards principal focus is the overall strategic direction, development
and control of the group. In support of this, the Board approves the groups
values, business practice policies, strategic plans, annual budget, capital
expenditure and investments budgets, larger capital expenditure proposals and
the groups overall system of internal controls, governance and compliance
authorities. It also has oversight and control of the groups operating
and financial performance and reviews the risk register. These responsibilities
are set out in a formal statement of the Boards role which is available
on the companys website. The Board has agreed the groups corporate
governance framework, including empowering the companys key management
committee, the Operating Committee, to make decisions on operational
and other matters. The roles and powers of this committee are set out below.
A statement of their powers and the authorities delegated to individual members
of the Operating Committee is available on the groups intranet
site.
Historically
the Board met every month, except in August. The standard Board cycle changed
in the 2006 financial year to nine meetings each year. The Board met eleven
times during the 2007 financial year including two ad hoc meetings to consider
time-critical matters.
The
roles of the Chairman and the Chief Executive are separate. They are set out
in written job descriptions, approved by the Nominating Committee. In
addition to chairing the Board, the Chairman is responsible for consulting the
non-executive directors, particularly the Deputy Chairman, on corporate governance
issues, matters considered by the Nominating Committee, which the Chairman
chairs, and the individual performance of the non-executive directors. The Chairman
and the non-executive directors hold regular dinners at which they discuss matters
without the executive directors being present. With the Chief Executive and
the Secretary, the Chairman ensures the Board is kept properly informed, is
consulted on all issues reserved to it and that its decisions are made in a
timely and considered way that enables the directors to fulfil their fiduciary
duties. The Chairman ensures that the views of the shareholders are known to
the Board and considered appropriately. He represents the company in specified
strategic and Government relationships, as agreed with the Chief Executive,
and generally acts as the bridge between the Board and the companys executive
team, particularly on the groups broad strategic direction. The Chairmans
other current significant commitments are shown in Board of Directors and
Operating Committee above. The Chief Executive has final executive responsibility,
reporting to the Board, for the success of the group.
The
Secretary manages the provision of timely, accurate and considered information
to the Board for its meetings and, in consultation with the Chairman and Chief
Executive, at other appropriate times. He recommends to the Chairman and the
Chief Executive, for Board consideration where appropriate, the companys
corporate governance policies and practices and is responsible for their communication
and implementation. He advises the Board on appropriate procedures for the management
of its meetings and duties (and the meetings of the companys principal
committees), as well as the implementation of corporate governance and compliance
within the group. The appointment and removal of the Secretary is a matter for
the whole Board.
BTs non-executive
directors
The Nominating Committee has
agreed and periodically reviews the combination of experience, skills and other
attributes which the non-executive directors as a whole should bring to the
Board. This profile is used by the Committee, when the appointment of a non-executive
director is being considered, to assess the suitability of candidates put forward
by the directors and outside consultants. Short-listed candidates meet the Committee,
which then recommends to the Board candidates for appointment.
The
non-executive directors provide a strong, independent element on the Board.
Between them, they bring experience and independent judgment, gained at the
most senior levels of international business operations and strategy, finance,
marketing, technology, communications and political and international affairs.
Maarten
van den Bergh, the Deputy Chairman, is the senior independent director. In this
capacity and his capacity as the chairman of the Remuneration Committee,
he meets with BTs major institutional shareholders. He is available to
discuss matters with institutional shareholders where it would be inappropriate
for those discussions to take place with either the Chairman or the Chief Executive.
Non-executive
directors are appointed initially for three years, subject to three months
termination notice from either BT or the director. At the end of the first three
years the appointment may be continued by mutual agreement. Each non-executive
director is provided, upon appointment, with a letter setting out the terms
of his or her appointment, including membership of Board committees, the fees
to be paid and the time commitment expected from the director. The letter also
covers such matters as the confidentiality of information and the companys
share dealing code.
Principal Board
committees
The Operating Committee, the
companys key management committee, meets weekly and is chaired by the
Chief Executive. The other members are the Group Finance Director and the Chief
Executives of BT Retail, BT Wholesale, BT Global Services and Group Strategy
and Operations. The Secretary attends all meetings and the Group HR Director
normally attends meetings. The Committee has collective responsibility for running
the groups business end-to-end. To do that, it develops the groups
strategy and budget for Board approval, recommends to the Board the groups
capital expenditure and investments budgets, monitors the financial, operational
and customer quality of service performance of the whole group, reviews the
groups risk register, allocates resources across the group within plans
agreed by the Board, plans and delivers major cross-business programmes and
reviews the senior talent base and succession plans of the group. Within the
groups corporate governance
52 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 53
Report of the Directors Corporate governance |
REPORT OF THE AUDIT
COMMITTEE
Introduction
The Audit Committee is chaired
by Phil Hodkinson. The other members are Maarten van den Bergh, Clay Brendish,
John Nelson and Carl Symon. They are all independent non-executive directors.
They were members of the Committee throughout the 2007 financial year. Sir Anthony
Greener stepped down as chairman and a member of the Committee on 30 September
2006 when he retired from the Board, and Phil Hodkinson was appointed chairman
of the Committee on 1 October 2006. The Board considers that the Committees
members have broad commercial knowledge and extensive business leadership experience,
having held various roles in accountancy, financial management and supervision,
treasury and corporate finance and that there is a broad and suitable mix of
business, financial and IT experience on the Committee. The Board has reviewed
membership of the Committee and is satisfied that several of the Committees
members have the recent and relevant financial experience required for the provisions
of the Combined Code. It is the opinion of the Board that the Audit Committee
includes a member in the person of Phil Hodkinson who is an audit committee
financial expert for the purposes of the US Sarbanes-Oxley Act.
Committee role
The Committee recommends the appointment
and reappointment of the companys external auditors and considers their
resignation or dismissal, recommending to the Board appropriate action to appoint
new auditors. It ensures that key partners are rotated at appropriate intervals.
It discusses with the auditors the scope of their audits before they commence,
reviews the results and considers the formal reports of the auditors and reports
the results of those reviews to the Board. It reviews the auditors performance,
including the scope of the audit, and recommends to the Board appropriate remuneration.
As a
result of regulatory or similar requirements, it may be necessary to employ
the companys external auditors for certain non-audit work. In order to
safeguard the independence and objectivity of the external auditors, the Board
has determined policies as to what non-audit services can be provided by the
companys external auditors and the approval processes related to them.
Under those policies, work of a consultancy nature will not be offered to the
external auditors unless there are clear efficiencies and value added benefits
to the company. The overall policies and the processes to implement them were
reviewed and appropriately modified in the light of the provisions of the Sarbanes-Oxley
Act relating to non-audit services that external auditors may not perform. The
Audit Committee monitors the extent of non-audit work being performed
by the companys auditors and approves any substantive work before it is
undertaken. It also monitors the level of non-audit fees paid to the external
auditors.
The
Audit Committee reviews the companys published financial results,
the Annual Report & Form 20-F and other published information for statutory
and regulatory compliance. It reports its views to the Board to assist it in
its approval of the results announcements and the Annual Report &
Form 20-F. The Committee also reviews the disclosure made by the Chief Executive
and Group Finance Director during the certification process for the annual report
about the design and operation of internal controls or material weaknesses in
the controls, including any fraud involving management or other employees who
have a significant role in the companys financial controls. The Board,
as required by UK law, takes responsibility for all disclosures in the annual
report.
Committee activities
During the year, the Audit Committee
monitored and reviewed the standards of risk management and internal control,
including the processes and procedures for ensuring that material business risks,
including risks relating to IT security, fraud and related matters, are properly
identified and managed, the effectiveness of internal control, financial reporting,
accounting policies and procedures, and the companys statements on internal
controls before they were agreed by the Board for the annual report. It also
reviewed the companys internal audit function and its relationship with
the external auditors, including internal audits plans and performance.
It reviewed the arrangements for dealing, in confidence, with complaints from
employees and others about accounting or financial management impropriety, fraud,
poor business practices and other matters, ensuring that arrangements are in
place for the proportionate and independent investigation and appropriate follow
up action. At each of its meetings it reviewed with the group chief internal
auditor and appropriate executives the implementation and effectiveness of key
operational and functional change and remedial programmes including major contracts
and IT programmes. The Committee also set aside time at every meeting to seek
the views of the companys internal and external auditors in the absence
of executives.
In addition
to carrying out those regular tasks described above under the Committees
terms of reference, which are posted on the companys website at www.bt.com/committees
the Committee also carried out its annual consideration of the groups
risk register process, and reviewed the companys system of internal control,
its accounting systems, IT security and fraud and related matters. Additionally,
the Committee has reviewed at each of its meetings during the 2007 financial
year the steps being taken within the group with regard to the application of
the Sarbanes-Oxley Act dealing with internal control over financial reporting.
It also specifically evaluated its performance and processes by again inviting
Committee members and several executives and the external auditors to complete
questionnaires. This process formed part of the annual Board and Committee evaluation.
Committee members, and those others consulted, regard the Committee as effective
on both behaviours and processes. There is a similar view too of the external
audit process, which is regarded as effective. The Committee also reviewed the
experience, skills and succession planning within the Groups finance function.
The
Group Finance Director, the Secretary, the groups chief internal auditor
and the companys external auditors attend the Committees meetings.
The Committee met four times during the 2007 financial year. The papers and
minutes of Audit Committee meetings are sent to directors who are not
members of the Committee.
54 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 55
Report of the Directors Corporate governance |
| Remuneration
policy (not audited) |
|
(i) | Constitution
and process |
(ii) | Packages and
financial year 2006/07 operation |
(iii) | Annual package
financial year 2007/08 |
(iv) | Other matters |
Executive
share ownership |
Pensions |
Other benefits |
Service agreements |
Outside appointments |
Non-executive
directors letters of appointment |
Non-executive
directors remuneration |
Directors
service agreements and contracts of appointment |
Directors
interests |
Performance
graph |
Directors emoluments |
Former directors |
Loans |
Pensions |
Share options |
Share awards
under long-term incentive plans |
Vesting of
outstanding share awards and options |
Deferred Bonus
Plan |
Share awards
under the Employee Share Investment Plan |
| Matti Alahuhta
(appointed 7 February 2006) |
| Lou Hughes
(retired 31 March 2006) |
| Baroness Jay |
| Deborah Lathen
(appointed 1 February 2007) |
| Carl Symon. |
The Chairman and Chief
Executive are invited to attend meetings. They are not present when matters
affecting their own remuneration arrangements are considered. No director
or executive is involved in any decision relating to his or her remuneration.
Non-executive directors who are not members of the Committee are entitled to
receive papers and minutes of the Committee. The Committee had access during
the year to professional advisers, both from within the company and externally:
Kepler Associates (remuneration consultants), who were appointed by the company;
Ben Verwaayen, Chief Executive; Hanif Lalani, Group Finance Director; Alex Wilson,
Group HR Director and Larry Stone, Company Secretary. They provided advice that
materially assisted the Committee in relation to directors remuneration
in the financial year 2006/07. Remuneration consultants provide a range of data
and advisory services covering all aspects of executive pay, bonus arrangements,
shares and benefits. The Committee agreed that Kepler Associates may advise
both the Committee and BT, and should be invited to attend meetings when major
remuneration policy issues were discussed.
BTs
policy is to reward its senior executives competitively, taking account of the
performance of individual lines of business and the company as a whole, comparison
with other FTSE 30 companies and the competitive pressures in the information
and communications technology industry. This has been crucial as BTs revenues
from traditional business have fallen and new
56 BT
Group plc Annual Report & Form 20-F
Earnings per share weighting 40% of target |
Free
cash flow weighting 40% of target |
Customer
satisfaction weighting 20% of target |
Total
% of target |
|||||||
80 |
80 | 13 | 173 | |||||||
(Note
threshold reflects 50% of target; target is 100%; and stretch is
200%) |
The
deferred share element of the annual bonus is paid under the DBP (Deferred Bonus
Plan). The shares vest and are transferred to the executive after three years
if still employed by the company. There are no additional performance measures
for the vesting of deferred share awards. The Committee considers that deferring
a part of the annual bonus in this way also acts as a retention measure and
contributes to aligning management with long-term shareholder interests.
The
deferred awards for Ben Verwaayen, Andy Green, Hanif Lalani, Ian Livingston
and Paul Reynolds at the end of the financial year 2006/07, and for François
Barrault on 24 April 2007 when he was appointed as a director, are contained
in the table on page 67. The initial values of the awards
to be granted in respect of the financial year 2006/07 are given in the table
on page 63.
Long-term incentives
The BT Equity Incentive Portfolio
(the Portfolio) is designed to ensure that equity participation is an important
part of total remuneration and that overall directors remuneration is
aligned with shareholders interests. It comprises three elements: share
options, incentive shares and retention shares. Incentive shares were used for
equity participation in the financial year 2006/07. Retention shares are used
principally as a recruitment or retention tool. No options were granted in the
financial year 2006/07.
Under
his service agreement, the Chairman is not entitled to receive annual grants
of incentive awards or options.
Normally,
awards vest and options become exercisable only if a predetermined performance
target has been achieved. The performance measure for outstanding awards and
options is total shareholder return (TSR), calculated on a common currency basis
and compared with a relevant basket of companies. TSR for these purposes was
calculated by the law firm, Allen & Overy. TSR links the reward given to
directors with the performance of BT against the shares of other major companies.
For grants in the financial years 2002/03 and 2003/04, the comparator group
was the FTSE 100 at 1 April in each year. For grants in the financial year 2004/05,
2005/06 and 2006/07, TSR was measured against a group of companies from the
European Telecom Sector. This comparator group was chosen because the companies
face similar market sector challenges to BT and are within the sector in which
BT competes for capital.
BT Group plc Annual Report & Form 20-F 57
Report of the Directors Corporate governance |
BT
Group Belgacom Cosmote Mobile Telecommunications Deutsche Telekom France Telecom Hellenic Telecom Portugal Telecom Royal KPN Swisscom |
Telecom
Italia Telecom Italia Mobile Telefonica Telecom Moviles Telekom Austria Telenor TeliaSonera Vodafone Group |
58 BT Group plc Annual Report & Form 20-F
Fixed Base Pay |
Variable | Total | ||||||||
B
Verwaayen |
23% | 77% | 100% | |||||||
F
Barrault |
37% | 63% | 100% | |||||||
A
Green |
34% | 66% | 100% | |||||||
H
Lalani |
37% | 63% | 100% | |||||||
I
Livingston |
34% | 66% | 100% | |||||||
P
Reynolds |
40% | 60% | 100% | |||||||
BT Group plc Annual Report & Form 20-F 59
Report of the Directors Corporate governance |
60 BT Group plc Annual Report & Form 20-F
Chairman
and executive directors |
Commencement date | Expiry date of current service agreement or letter of appointment | ||||
Sir
Christopher Bland |
1 | May 2001 | Sir Christopher Blands service agreement was extended on 19 February 2007 so that it will terminate on 30 September 2007. | |||
|
||||||
B
Verwaayen |
14 | January 2002 | The contract is terminable by the company on 12 months notice and by the director on six months notice. | |||
F
Barraulta |
24 | April 2007 | ||||
A Green | 19 | November 2001 | ||||
H Lalani | 7 | February 2005 | ||||
I Livingston | 8 | April 2002 | ||||
P Reynolds | 19 | November 2001 | ||||
|
||||||
Non-executive
directors |
||||||
M
van den Bergh |
1 | September 2000 | Letter of appointment was for an initial period of three years. The appointment was extended for three years in 2003 and extended for a further three years in 2006. The appointment is terminable by the company or the director on three months notice. | |||
C Brendish | 1 | September 2002 | Letters of appointment were for an initial period of three years. Appointments were extended for a further three years and are terminable by the company or the director on three months notice. | |||
Baroness Jay | 14 | January 2002 | ||||
J F Nelson | 14 | January 2002 | ||||
C
G Symon |
14 | January 2002 | ||||
|
||||||
Sir
Anthony Greener |
1 | October 2000 | Letter of appointment was for an initial period of three years. The appointment was extended for a further three years. Terminated 30 September 2006. | |||
M Alahuhta | 1 | February 2006 | Letters of appointment are for an initial period of three years and are terminable by the company or the director on three months notice. The appointment is renewable by mutual agreement. | |||
P Hodkinson | 1 | February 2006 | ||||
D
Lathen |
1 | February 2007 | ||||
a | François Barrault also has a management agreement, dated 26 April 2004, which he entered into when he was appointed President, BT International. This agreement is terminable by the company on 12 months notice and by François Barrault on six months notice. |
There are no other service agreements or material contracts, existing or proposed, between the company and the directors.
There are no arrangements or understandings between any director or executive officer and any other person pursuant to which
any director or executive officer was selected to serve. There are no family relationships between the directors.
BT Group plc Annual Report & Form 20-F 61
Report of the Directors Corporate governance |
No. of shares | |||||||
Beneficial
holdings |
2007 | 2006 | |||||
Sir
Christopher Blanda |
674,386 | b | 674,257 | b | |||
B
Verwaayena |
1,238,827 | 951,497 | |||||
F
Barraulta,e |
107 | b | | ||||
A
Greena |
204,629 | b | 152,645 | b | |||
H
Lalania |
36,358 | b,c | 14,360 | b | |||
I
Livingstona |
349,901 | b,c | 313,110 | b | |||
P
Reynoldsa |
147,169 | b,c | 98,050 | b | |||
M
Alahuhta |
20,000 | 20,000 | |||||
M
van den Bergh |
13,621 | 12,040 | |||||
C
Brendish |
30,920 | 30,920 | |||||
P
Hodkinson |
4,622 | 4,622 | |||||
Baroness
Jay |
10,185 | 8,214 | |||||
D
Lathend |
| | |||||
J
F Nelson |
50,000 | 50,000 | |||||
C
G Symon |
15,069 | 15,069 | |||||
Total |
2,795,794 | 2,344,784 | |||||
a | At 31 March 2007, Sir Christopher Bland and each of the executive directors, as potential beneficiaries, had a non-beneficial interest in 20,797,054 shares (2006 24,809,976) held in trust by Ilford Trustees (Jersey) Limited for allocation to employees under the employee share plans. They each also had a non-beneficial interest in 30,378 shares (2006 50,342) held in trust by Halifax Corporate Trustees Limited for participants in the BT Group Employee Share Investment Plan. |
b | Includes free shares awarded under the BT Group Employee Share Investment Plan. |
c | During the period from 1 April 2007 to 15 May 2007, Paul Reynolds and Hanif Lalani each purchased 473 shares and Ian Livingston purchased 472 shares under the BT Group Employee Share Investment Plan. |
d | Deborah Lathen was appointed as a director on 1 February 2007. |
e | François Barrault was appointed as a director on 24 April 2007. |
The directors, as a group, beneficially
own less than 1% of the companys ordinary shares.
Performance graph
This graph illustrates, as required
by the Companies Act 1985, the performance of BT Group plc measured by TSR relative
to a broad equity market index over the past five years. We consider the FTSE
100 to be the most appropriate index against which to measure performance for
these purposes, as BT has been a constituent of the FTSE 100 throughout the
five-year period and the index is widely used. TSR is the measure of the returns
that a company has provided for its shareholders, reflecting share price movements
and assuming reinvestment of dividends.
62 BT
Group plc Annual Report & Form 20-F
REMUNERATION
REVIEW
This
part of the Report on directors remuneration is subject to audit.
Directors
emoluments
Directors emoluments for the
financial year 2006/07 were as follows:
Basic salary and |
Pension allowance net of pension |
Total salary | Annual | Expenses | Other benefits excluding |
Total | Total | Deferred Bonus Plan | f | ||||||||||||
fees | contributions | a | and fees | cash bonus | allowance | pension | 2007 | 2006 | 2007 | 2006 | |||||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||||||||||
Sir
Christopher Blandc |
500 | 15 | 515 | | | 36 | 551 | 532 | | | |||||||||||
B
Verwaayenc |
742 | 190 | 932 | 884 | | 44 | 1,860 | 1,694 | 1,366 | 1,316 | |||||||||||
A
Greenc |
500 | | 500 | 483 | | 36 | 1,019 | 930 | 362 | 300 | |||||||||||
H
Lalanic,d |
450 | 135 | 585 | 444 | | 39 | 1,068 | 759 | 333 | 240 | |||||||||||
I
Livingstonb,c |
525 | 102 | 627 | 507 | 19 | 12 | 1,165 | 1,110 | 380 | 315 | |||||||||||
P
Reynoldsb,c |
450 | 135 | 585 | 434 | 19 | 18 | 1,056 | 834 | 326 | 270 | |||||||||||
M
van den Bergh |
93 | | 93 | | | | 93 | 59 | | | |||||||||||
M
Alahuhta |
45 | | 45 | | | | 45 | 8 | | | |||||||||||
C
Brendish |
50 | | 50 | | | | 50 | 50 | | | |||||||||||
P
Hodkinson |
55 | | 55 | | | | 55 | 8 | | | |||||||||||
Baroness
Jay |
50 | | 50 | | | | 50 | 50 | | | |||||||||||
D
Lathene |
8 | | 8 | | | | 8 | | | | |||||||||||
J
F Nelson |
55 | | 55 | | | | 55 | 52 | | | |||||||||||
C
G Symon |
115 | | 115 | | | | 115 | 87 | | | |||||||||||
Sir
Anthony Greenerg |
57 | | 57 | | | | 57 | 115 | | | |||||||||||
L
R Hughesh |
| | | | | | | 38 | | | |||||||||||
|
|
|
|
|
|
||||||||||||||||
3,695 | 577 | 4,272 | 2,752 | 38 | 185 | 7,247 | 6,326 | ||||||||||||||
a | Balance or part of the pension allowance for the financial year 2006/07 see Pensions below. Retirement benefits are accruing to three directors under defined contribution arrangements and to three directors and one former director under defined benefit arrangements. |
b | Expenses allowance in the above table includes a monthly cash allowance in lieu of a company car equivalent to £18,500 received by Ian Livingston and Paul Reynolds. |
c | Other benefits includes some or all of the following: company car, fuel or driver, personal telecommunications facilities and home security, medical and dental cover for the director and immediate family, special life cover, professional subscriptions and personal tax planning, and financial counselling. In addition, Paul Reynolds had an interest free loan see Loans below. |
d | Hanif Lalani received an additional cash payment of £150,000 on 30 June 2006 in respect of a special retention arrangement established on 1 July 2004 when he was Chief Financial Officer, BT Wholesale. |
e | Deborah Lathen was appointed as a director on 1 February 2007. |
f | Deferred annual bonuses payable in shares in three years time, subject to continued employment. |
g | Sir Anthony Greener retired as a director on 30 September 2006. |
h | Lou Hughes retired as a director on 31 March 2006. |
BT Group plc Annual Report & Form 20-F 63
Report of the Directors Corporate governance |
The table below shows the increase
in the accrued benefits, including those referred to above, to which each director,
who is a member of the BT Pension Scheme, has become entitled during the year
and the transfer value of the increase in accrued benefits.
Accrued pension | Transfer
value of accrued benefits |
Change
in transfer value c-d less directors contributions |
Additional
accrued benefits earned in the year |
Transfer
value of increase in accrued benefits in e less directors contributions |
|||||||||||||||||
2007 | 2006 | 2007 | 2006 | 2007 | 2007 | 2007 | |||||||||||||||
£000 | a | £000 | b | £000 | c | £000 | d | £000 | £000 | e | £000 | f | |||||||||
A
Green |
167 | 157 | 2,879 | 2,448 | 401 | 2 | 13 | ||||||||||||||
H
Lalani |
126 | 112 | 1,394 | 1,144 | 250 | 9 | 98 | ||||||||||||||
P
Reynolds |
140 | 140 | 2,160 | 1,995 | 165 | | | ||||||||||||||
a-d | As required by the Companies Act 1985 Schedule 7A. |
a-b | These amounts represent the deferred pension to which the directors would have been entitled had they left the company on 31 March 2007 and 2006, respectively. |
c | Transfer value of the deferred pension in column (a) as at 31 March 2007 calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11. The transfer value represents a liability of the BT Pension Scheme rather than any remuneration due to the individual and cannot be meaningfully aggregated with annual remuneration, as it is not money the individual is entitled to receive. |
d | The equivalent transfer value but calculated as at 31 March 2006 on the assumption that the director left service at that date. |
e | The increase in pension built up during the year, net of inflation. The gross amount can be calculated by deducting the amount under column (b) from the amount under column (a). |
f | The transfer value of the pension in column (e), less directors contributions. |
g | Directors contributions in the financial year 2006/07 were as follows: Andy Green, £30,000 (2006 £30,000); Hanif Lalani £nil (2006 £24,000) and Paul Reynolds £nil (2006 £26,000). |
64 BT
Group plc Annual Report & Form 20-F
Number
of shares under option |
|||||||||||||||||||||||||
1 April 2006 | Granted | Lapsed | Exercised | 31 March 2007 | Option
price per share |
Usual
date from which exercisable |
Usual
expiry date |
||||||||||||||||||
Sir
Christopher Bland |
314,244 | a | | | 314,244 | 318p | 01/05/2004 | 01/05/2011 | |||||||||||||||||
B
Verwaayen |
1,121,121 | b | | 1,121,121 | | | 250p | 01/04/2005 | 11/02/2012 | ||||||||||||||||
935,830 | c | | 935,830 | | | 187p | 29/07/2005 | 29/07/2012 | |||||||||||||||||
1,052,632 | d | | | | 1,052,632 | 199.5p | 24/06/2006 | 24/06/2013 | |||||||||||||||||
546,875 | e | | 229,687 | | 317,188 | 192p | 24/06/2007 | 24/06/2014 | |||||||||||||||||
3,656,458 | | 2,286,638 | | 1,369,820 | |||||||||||||||||||||
F
Barraultk |
| | | | 362,500 | m | 180p | 21/05/2007 | 21/05/2014 | ||||||||||||||||
A
Green |
568,190 | c | | 568,190 | | | 187p | 29/07/2005 | 29/07/2012 | ||||||||||||||||
639,098 | d | | | | 639,098 | 199.5p | 24/06/2006 | 24/06/2013 | |||||||||||||||||
332,032 | e | | 139,453 | | 192,579 | 192p | 24/06/2007 | 24/06/2014 | |||||||||||||||||
5,712 | f | | | | 5,712 | 165p | 14/08/2007 | 31/02/2008 | |||||||||||||||||
1,545,032 | | 707,643 | | 837,389 | |||||||||||||||||||||
H
Lalani |
177,810 | c | | 177,810 | | | 187p | 29/07/2005 | 29/07/2012 | ||||||||||||||||
210,527 | d | | | | 210,527 | 199.5p | 24/06/2006 | 24/06/2013 | |||||||||||||||||
156,250 | e | | 65,625 | | 90,625 | 192p | 24/06/2007 | 24/06/2014 | |||||||||||||||||
5,346 | g | | | 5,346 | | 173p | 14/08/2006 | 13/02/2007 | |||||||||||||||||
8,994 | l | | | 8,994 | 179p | 14/08/2012 | 13/02/2013 | ||||||||||||||||||
105,264 | h | | | | 105,264 | 199.5p | 24/06/2004 | 24/06/2013 | |||||||||||||||||
655,197 | 8,994 | 243,435 | 5,346 | 415,410 | |||||||||||||||||||||
I
Livingston |
601,610 | c | | 601,610 | | | 187p | 29/07/2005 | 29/07/2012 | ||||||||||||||||
676,692 | d | | | | 676,692 | 199.5p | 24/06/2006 | 24/06/2013 | |||||||||||||||||
351,563 | e | | 147,656 | | 203,907 | 192p | 24/06/2007 | 24/06/2014 | |||||||||||||||||
7,290 | i | | | | 7,290 | 227p | 14/08/2007 | 13/02/2008 | |||||||||||||||||
1,637,155 | | 749,266 | | 887,889 | |||||||||||||||||||||
P
Reynolds |
534,760 | c | | 534,760 | | | 187p | 29/07/2005 | 29/07/2012 | ||||||||||||||||
601,504 | d | | | | 601,504 | 199.5p | 24/06/2006 | 24/06/2013 | |||||||||||||||||
312,500 | e | | 131,250 | | 181,250 | 192p | 24/06/2007 | 24/06/2014 | |||||||||||||||||
4,555 | j | | | | 4,555 | 218p | 14/02/2007 | 13/08/2007 | |||||||||||||||||
1,453,319 | | 666,010 | | 787,309 | |||||||||||||||||||||
Total |
9,261,405 | 8,994 | 4,652,992 | 5,346 | 4,974,561 | ||||||||||||||||||||
All of the above options were granted for nil consideration. |
a | Option granted under the GSOP on 22 June 2001. The option is not subject to a performance measure. It was a term of Sir Christopher Blands initial service contract that (i) he purchased BT shares to the value of at least £1 million; and (ii) as soon as practicable after the purchase of the shares (invested shares), the company would grant a share option over shares to the value of at least £1 million. Sir Christopher Bland was the legal and beneficial owner of the invested shares on 1 May 2004, so the option became exercisable on that date. |
b | Option granted under the GSOP on 11 February 2002. The exercise of the option was subject to a performance measure being met. The performance measure was relative TSR compared with the FTSE 100 as at 1 April 2002. BTs TSR must be in the upper quartile for all of the option to become exercisable. At median, 40% of the option would be exercisable. Below that point, none of the option may be exercised. On 31 March 2005, BTs TSR was below median and also when it was retested on 31 March 2006 and 31 March 2007. As a result, the option lapsed on 31 March 2007. |
c | Options granted under the GSOP on 29 July 2002. The exercise of the options was subject to a performance measure being met. The performance measure was relative TSR compared with the FTSE 100 as at 1 April 2002. BTs TSR must be in the upper quartile for all of the options to become exercisable. At median, 30% of the options would be exercisable. Below that point, none of the options may be exercised. On 31 March 2005, BTs TSR was below median and also when it was retested on 31 March 2006 and 31 March 2007. As a result, the options lapsed on 31 March 2007. |
d | Options granted under the GSOP on 24 June 2003. The exercise of the options is subject to a performance measure being met. The performance measure is relative TSR compared with the FTSE 100 as at 1 April 2003. BTs TSR must be in the upper quartile for all of the options to become exercisable. At median, 30% of the options will become exercisable. Below that point, none of the options may be exercised. On 31 March 2006, BTs TSR was at 85th position against the FTSE 100. As a result, the options did not become exercisable. The TSR will be re-tested against a fixed base on 31 March 2008. |
e | Options granted under the GSOP on 24 June 2004. The exercise of the options is subject to a performance measure being met. The performance measure is relative TSR compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BTs TSR must be in the upper quartile for all of each option to become exercisable. At median, 30% of the option will be exercisable. Below that point, no part of the option may be exercised. On 31 March 2007, BTs TSR was at 8th position against the comparator group and as a result, 42% of each option lapsed and 58% of each option will become exercisable on 24 June 2007. |
f | Option granted on 25 June 2004 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
g | Option granted on 27 June 2003 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. On 14 August 2006, Hanif Lalani exercised his option and realised a gain of £3,608 based on the share price of 240.5p per share on the date of exercise. |
h | Option granted under the GSOP (Special Incentive Award) on 24 June 2003, prior to Hanif Lalanis appointment as a director. This option is not subject to a performance measure as the grant was linked to personal performance. |
i | Option granted on 25 June 2002 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
j | Option granted on 21 December 2001 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
k | François Barrault was appointed as a director on 24 April 2007. |
l | Option granted on 23 June 2006 under the Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
m | Option granted under the GSOP on 21 May 2004. The exercise of the option is subject to the same performance measure as options granted on 24 June 2004 see e above. |
The
market price of a BT share at 31 March 2007 was 303.75p (2006 222p) and
the range during the financial year 2006/07 was 209.25p 321.75p (2005/06
196.5p 235p).
BT Group plc Annual Report & Form 20-F 65
Report of the Directors Corporate governance |
1 April 2006 | Awarded | Dividends re-invested |
Vested | Lapsed | d | Total
number of award shares 31 March 2007 |
Expected vesting date |
Price
on grant |
Market
price at vesting |
Monetary value of vested award £000 |
|||||||||||
Sir
Christopher Bland |
|||||||||||||||||||||
RSP
2003a |
314,785 | | 14,633 | | | 329,418 | 2007 | g | 182p | | | ||||||||||
B
Verwaayen |
|||||||||||||||||||||
ISP
2004 |
265,475 | | 12,341 | | 125,017 | 152,799 | 31/03/2007 | 193.42p | | | |||||||||||
ISP
2005 |
322,767 | | 15,005 | | | 337,772 | 31/03/2008 | 227.75p | | | |||||||||||
ISP
2006b |
302,271 | 14,052 | | | 316,323 | 31/03/2009 | 231.58p | | | ||||||||||||
F
Barraultf |
|||||||||||||||||||||
RSP
2004a |
| | | | | 358,655 | 21/05/2007 | 181.00p | | | |||||||||||
ISP
2005 |
| | | | | 185,894 | 31/03/2008 | 227.75p | | | |||||||||||
ISP
2006b |
| | | | | 194,914 | 31/03/2009 | 231.58p | | | |||||||||||
RSP
2007a |
| | | | | 160,865 | 30/06/2009 | 300.25p | | | |||||||||||
A
Green |
|||||||||||||||||||||
ISP
2004 |
161,180 | | 7,492 | | 75,902 | 92,770 | 31/03/2007 | 193.42p | | | |||||||||||
ISP
2005 |
230,546 | | 10,717 | | | 241,263 | 31/03/2008 | 227.75p | | | |||||||||||
ISP
2006b |
| 215,908 | 10,037 | | | 225,945 | 31/03/2009 | 231.58p | | | |||||||||||
RSP
2006a,c |
| 323,862 | 15,056 | | | 338,918 | 30/06/2009 | 231.58p | | | |||||||||||
H
Lalani |
|||||||||||||||||||||
ISP
2004 |
75,845 | | 3,525 | | 35,716 | 43,654 | 31/03/2007 | 193.42p | | | |||||||||||
ISP
2005 |
184,438 | | 8,573 | | | 193,011 | 31/03/2008 | 227.75p | | | |||||||||||
ISP
2006b |
| 172,726 | 8,029 | | | 180,755 | 31/03/2009 | 231.58p | | | |||||||||||
I
Livingston |
|||||||||||||||||||||
ISP
2004 |
170,661 | | 7,933 | | 80,367 | 98,227 | 31/03/2007 | 193.42p | | | |||||||||||
ISP
2005 |
242,074 | | 11,253 | | | 253,327 | 31/03/2008 | 227.75p | | | |||||||||||
RSP
2005a,e |
536,803 | | 20,532 | 276,456 | | 280,879 | 09/11/2007 | 213.25p | 279.5p | £772 | |||||||||||
ISP
2006b |
| 226,703 | 10,539 | | | 237,242 | 31/03/2009 | 231.58p | | | |||||||||||
P
Reynolds |
|||||||||||||||||||||
ISP
2004 |
151,700 | | 7,052 | | 71,438 | 87,314 | 31/03/2007 | 193.42p | | | |||||||||||
ISP
2005 |
184,438 | | 8,573 | | | 193,011 | 31/03/2008 | 227.75p | | | |||||||||||
ISP
2006b |
| 194,317 | 9,033 | | | 203,350 | 31/03/2009 | 231.58p | | | |||||||||||
a | Vesting of RSP awards is not subject to a performance target being met. |
b | Awards under the ISP were granted on 30 June 2006. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. The awards will vest, subject to meeting a performance target, on 31 March 2009. The performance measure is relative TSR compared with a group of companies from the European Telecom Sector as at 1 April 2006. BTs TSR must be in the upper quartile for all of the awards to vest. At median, 25% of the shares will vest. Below that point, none of the shares will vest. |
c | The RSP award was granted to Andy Green on 30 June 2006. The award will vest, subject to continued employment, on 30 June 2009. |
d | Awards granted under the ISP in 2004 were subject to a performance target. The performance measure was relative TSR compared with a group of 20 companies from the European Telecom Sector as at 1 April 2004. BTs TSR had to be in the upper quartile for all of the awards to vest. At median, 25% of the shares would vest. At 31 March 2007, BTs TSR was at 8th position against the comparator group. As a result, 45% of the awards lapsed on that date and 55% of the awards will be transferred to participants in May 2007. |
e | Ian Livingston was granted an award under the RSP on 31 May 2005. 50% of the award vested on 10 November 2006 and 50% will vest on 9 November 2007. |
f | François Barrault was appointed as a director on 24 April 2007. |
g | The RSP award granted to Sir Christopher Bland on 1 September 2003 will vest, subject to continued employment, at the conclusion of the 2007 AGM. |
66 BT
Group plc Annual Report & Form 20-F
31 March 2007 | 31 March 2006 | |||||||||||||||
Expected vesting date | TSR position | Percentage of shares vesting | TSR position | Percentage of shares vesting | ||||||||||||
GSOP
2002 |
29/07/2005 | 62 | 0% | 73 | 0% | |||||||||||
GSOP
2003 |
24/06/2006 | 60 | 0% | 85 | 0% | |||||||||||
GSOP
2004 |
24/06/2007 | 8 | 58% | 9 | 44% | |||||||||||
ISP
2004 |
23/05/2007 | 8 | 55% | 9 | 40% | |||||||||||
ISP
2005 |
31/03/2008 | 7 | 70% | 8 | 55% | |||||||||||
ISP
2006 |
31/03/2009 | 3 | 100% | | | |||||||||||
1 April 2006 | Awardeda | Vestedb | Dividends re-invested |
Lapsed | Total number
of award shares 31 March 2007 |
Expected vesting date |
Price at grant | Market price at vesting |
Monetary value of vested award £000 |
||||||||||||
B
Verwaayen |
487,679 | | 487,679 | | | | | 199.5p | 237.62p | £1,159 | |||||||||||
244,290 | | | 11,356 | | 255,646 | 01/08/07 | 193.42p | | | ||||||||||||
103,398 | | | 4,806 | | 108,204 | 01/08/08 | 227.75p | | | ||||||||||||
| 568,269 | | 26,418 | | 594,687 | 01/08/09 | 231.58p | | | ||||||||||||
F
Barraultc |
| | | | | 59,013 | 01/08/07 | 193.42p | | | |||||||||||
| | | | | 55,767 | 01/08/08 | 227.75p | | | ||||||||||||
| | | | | 91,491 | 01/08/09 | 231.58p | | | ||||||||||||
A
Green |
88,001 | | 88,001 | | | | | 199.5p | 237.62p | £209 | |||||||||||
95,654 | | | 4,446 | | 100,100 | 01/08/07 | 193.42p | | | ||||||||||||
46,974 | | | 2,183 | | 49,157 | 01/08/08 | 227.75p | | | ||||||||||||
| 129,544 | | 6,021 | | 135,565 | 01/08/09 | 231.58p | | | ||||||||||||
H
Lalani |
27,718 | | 27,718 | | | | | 199.5p | 237.62p | £66 | |||||||||||
28,709 | | | 1,334 | | 30,043 | 01/08/07 | 193.42p | | | ||||||||||||
31,459 | | | 1,462 | | 32,921 | 01/08/08 | 227.75p | | | ||||||||||||
| 103,635 | | 4,817 | | 108,452 | 01/08/09 | 231.58p | | | ||||||||||||
I
Livingston |
96,918 | | 96,918 | | | | 01/08/06 | 199.5p | 237.62p | £230 | |||||||||||
92,378 | | | 4,294 | | 96,672 | 01/08/07 | 193.42p | | | ||||||||||||
45,617 | | | 2,119 | | 47,736 | 01/08/08 | 227.75p | | | ||||||||||||
| 136,002 | | 6,323 | | 142,325 | 01/08/09 | 231.58p | | | ||||||||||||
P
Reynolds |
82,822 | | 82,822 | | | | | 199.5p | 237.62p | £197 | |||||||||||
83,995 | | | 3,904 | | 87,899 | 01/08/07 | 193.42p | | | ||||||||||||
49,119 | | | 2,283 | | 51,402 | 01/08/08 | 227.75p | | | ||||||||||||
| 116,590 | | 5,419 | | 122,009 | 01/08/09 | 231.58p | | | ||||||||||||
a | Awards granted on 30 June 2006 in respect of the financial year 2005/06. The number of shares subject to awards was calculated using the average middle market price of a BT share for the three days prior to the grant. |
b | Awards granted on 24 June 2003 vested on 1 August 2006. |
c | François Barrault was appointed as a director on 24 April 2007. |
Details of deferred bonus awards in respect of the financial year 2006/07 are given in the table on page 63. Awards in respect of the deferred bonuses will be granted in June 2007. The number of shares subject to the awards will be calculated using the average middle market price of a BT share for the three days prior to the grant. |
BT Group plc Annual Report & Form 20-F 67
Report of the Directors Corporate governance |
Share awards under
the Employee Share Investment Plan at 31 March 2007,
or date of appointment if later
1 April 2006 | Awarded | Vested | Total number
of award shares 31 March 2007 |
Expected vesting date | ||||||||||||
Sir Christopher Bland | ||||||||||||||||
ESIP
2003 |
186 | | | 186 | 05/08/2008 | |||||||||||
ESIP
2004 |
116 | | | 116 | 04/08/2009 | |||||||||||
ESIP
2005 |
56 | | | 56 | 27/06/2010 | |||||||||||
ESIP
2006 |
| 107 | a | | 107 | 26/06/2011 | ||||||||||
358 | 107 | | 465 | |||||||||||||
F
Barraultb |
||||||||||||||||
ESIP
2006 |
| | | 107 | 26/06/2011 | |||||||||||
| | | 107 | |||||||||||||
A
Green |
||||||||||||||||
ESIP
2002 |
130 | | | 130 | 14/08/2007 | |||||||||||
ESIP
2003 |
186 | | | 186 | 05/08/2008 | |||||||||||
ESIP
2004 |
116 | | | 116 | 04/08/2009 | |||||||||||
ESIP
2005 |
56 | | | 56 | 27/06/2010 | |||||||||||
ESIP
2006 |
| 107 | a | | 107 | 26/06/2011 | ||||||||||
488 | 107 | | 595 | |||||||||||||
H
Lalani |
||||||||||||||||
ESIP
2002 |
130 | | | 130 | 14/08/2007 | |||||||||||
ESIP
2003 |
186 | | | 186 | 05/08/2008 | |||||||||||
ESIP
2004 |
116 | | | 116 | 04/08/2009 | |||||||||||
ESIP
2005 |
56 | | | 56 | 27/06/2010 | |||||||||||
ESIP
2006 |
| 107 | a | | 107 | 26/06/2011 | ||||||||||
488 | 107 | | 595 | |||||||||||||
I
Livingston |
||||||||||||||||
ESIP
2004 |
116 | | | 116 | 04/08/2009 | |||||||||||
ESIP
2005 |
56 | | | 56 | 27/06/2010 | |||||||||||
ESIP
2006 |
| 107 | a | | 107 | 26/06/2011 | ||||||||||
172 | 107 | | 279 | |||||||||||||
P
Reynolds |
||||||||||||||||
ESIP
2002 |
130 | | | 130 | 14/08/2007 | |||||||||||
ESIP
2003 |
186 | | | 186 | 05/08/2008 | |||||||||||
ESIP
2004 |
116 | | | 116 | 04/08/2009 | |||||||||||
ESIP
2005 |
56 | | | 56 | 27/06/2010 | |||||||||||
ESIP
2006 |
| 107 | a | | 107 | 26/06/2011 | ||||||||||
488 | 107 | | 595 | |||||||||||||
a | Awards granted on 26 June 2006. At that time, the market price of a BT share was 229.75p. |
b | François Barrault was appointed as a director on 24 April 2007. |
By order of the Board
Maarten van den Bergh
Deputy Chairman and Chairman of Remuneration Committee
16 May 2007
68 BT
Group plc Annual Report & Form 20-F
Board | Audit Committee |
Nominating Committee |
Remuneration Committee |
||||||||||
(Attendance shown for committee member) | |||||||||||||
Number
of meetings |
11 | a | 4 | 8 | 5 | ||||||||
Sir
Christopher Bland |
11 | 6 | b | ||||||||||
Matti
Alahuhta |
11 | 5 | |||||||||||
François
Barraultc |
|||||||||||||
Maarten
van den Bergh |
10 | 4 | 8 | 5 | |||||||||
Clay
Brendish |
10 | 3 | |||||||||||
Andy
Green |
11 | ||||||||||||
Sir
Anthony Greenerd |
6 | 2 | 5 | 1 | |||||||||
Phil
Hodkinson |
10 | 3 | 6 | e | |||||||||
Baroness
Jay |
10 | 4 | |||||||||||
Hanif
Lalani |
11 | ||||||||||||
Deborah
Lathenf |
2 | 2 | |||||||||||
Ian
Livingston |
10 | ||||||||||||
John
Nelson |
11 | 4 | 8 | ||||||||||
Paul
Reynolds |
11 | ||||||||||||
Carl
Symon |
11 | 4 | 5 | ||||||||||
Ben
Verwaayen |
11 | ||||||||||||
a | Two meetings were ad hoc for time-critical matters. |
b | Did not attend certain meetings in relation to his succession. |
c | Was appointed to the Board on 24 April 2007. |
d | Resigned from the Board and Committees on 30 September 2006. |
e | Was appointed to the Committee on 1 October 2006. |
f | Was appointed to the Board and the Committee on 1 February 2007. |
BT Group plc Annual Report & Form 20-F 69
Report of the Directors Corporate governance |
70 BT Group plc Annual Report & Form 20-F
| senior executives, led by the Secretary, review the groups key risks and have created a group risk register describing the risks, owners and mitigation strategies. This is reviewed by the Operating Committee before being reviewed and approved by the Board. |
| the lines
of business carry out risk assessments of their operations, have created
registers relating to those risks, and ensure that the key risks are addressed. |
| senior management
reports regularly to the Group Finance Director on the operation of internal
controls in its area of responsibility. |
| the Chief
Executive receives annual reports from senior executives with responsibilities
for major group operations with their opinion on the effectiveness of
the operation of internal controls during the financial year. |
| the groups
internal auditors carry out continuing assessments of the quality of risk
management and control. Internal Audit reports to the management and the
Audit Committee on the status of specific areas identified for
improvement. Internal Audit also promotes effective risk management in
the lines of business operations. |
| the Audit
Committee, on behalf of the Board, considers the effectiveness of
the operation of internal control procedures in the group during the financial
year. It reviews reports from the internal auditors and from the external
auditors and reports its conclusions to the Board. The Audit Committee
has carried out these actions for the 2007 financial year. |
New
subsidiaries acquired during the year have not been included in the above risk
management process. They will be included for the 2008 financial year. Material
joint ventures and associates, which BT does not control, outside the UK are
not part of the group risk management process and are responsible for their
own internal control assessment.
The
Board has approved the formal statement of matters which are reserved to it
for consideration, approval or oversight. It has also approved the groups
corporate governance framework, which sets out the high level principles by
which the group is managed and the responsibilities and powers of the Operating
Committee and the groups senior executives. As part of this framework
the development and implementation of certain powers relating to group-wide
policies and practices are reserved to identified senior executives.
US Sarbanes-Oxley
Act of 2002
BT has securities registered with
the US Securities and Exchange Commission (SEC). As a result, BT is obliged
to comply with those provisions of the Sarbanes-Oxley Act applicable to foreign
issuers. BT complies with the legal and regulatory requirements introduced pursuant
to this legislation, in so far as they are applicable to the group.
It is
the opinion of the Board that the Audit Committee includes in the person
of Phil Hodkinson a member who is an audit committee financial expert,
and who is independent (as defined for this purpose). The Board considers that
the Committees members generally have broad commercial and business leadership
experience, having held various roles in accountancy, financial management and
supervision, treasury and corporate finance and that there is a broad and suitable
mix of business, financial and IT experience on the Committee.
The
code of ethics adopted for the purposes of the Sarbanes-Oxley Act is posted
on the companys website at www.bt.com/ethics The code applies to
the Chief Executive, Group Finance Director and senior finance managers.
Disclosure controls
and procedures
The Chief Executive and Group Finance
Director, after evaluating the effectiveness of BTs disclosure controls
and procedures as of the end of the period covered by this Annual Report &
Form 20-F, have concluded that, as of such date, BTs disclosure controls
and procedures were effective to ensure that material information relating to
BT was made known to them by others within the group. The Chief Executive and
Group Finance Director have also provided the certifications required by the
Sarbanes-Oxley Act.
Internal control
over financial reporting
BTs management is responsible
for establishing and maintaining adequate internal control over financial reporting
for the group. Internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in accordance
with IFRS, and the required reconciliation to US GAAP.
Management
conducted an assessment of the effectiveness of internal control over financial
reporting based on the framework for internal control evaluation contained in
the Turnbull Guidance.
Based
on this assessment, management has concluded that as at 31 March 2007, the groups
internal control over financial reporting was effective.
There
were no changes in BTs internal control over financial reporting that
occurred during the 2007 financial year that have
BT Group plc Annual Report & Form 20-F 71
Report of the Directors Corporate governance |
materially affected, or are reasonably
likely to have materially affected, the groups internal control over financial
reporting. Any significant deficiency, as defined by the US Public Company Accounting
Oversight Board (PCAOB), in internal control over financial reporting, is reported
to the Audit Committee.
PricewaterhouseCoopers
LLP, which has audited the consolidated financial statements of the group for
the 2007 financial year, has also audited managements assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of the groups internal control over financial reporting under Auditing
Standard No. 2 of the PCAOB. Their report is on page 75.
SHAREHOLDERS
AND ANNUAL GENERAL MEETING
Relations with
shareholders
Senior executives, led by the Chief
Executive and the Group Finance Director and including, as appropriate, the
other executive directors, hold meetings with the companys principal institutional
shareholders to discuss the companys strategy, financial performance and
specific major investment activities. The Deputy Chairman also attends, at his
discretion and in consultation with the Chairman and the Chief Executive, meetings
with shareholders during the year; this may also include meetings with investors
to discuss overall remuneration policies and plans in his role as chairman of
the Remuneration Committee. All non-executive directors have an invitation
to attend investors meetings if they wish. Contact with institutional
shareholders (and with financial analysts, brokers and the media) is controlled
by written guidelines to ensure the protection of share price sensitive information
that has not already been made generally available to the companys shareholders.
The directors are provided with either full or summarised reports and other
written briefings from the companys major shareholders and analysts and
are regularly informed by the Secretary about the holdings of its principal
shareholders. The Secretary also surveys the companys retail shareholders
about the quality of the companys shareholder communications and share
registration services.
Established
procedures ensure the timely release of share price sensitive information and
the publication of the companys financial results and regulatory financial
statements. All external announcements are also reviewed for accuracy and compliance
requirements by a committee of senior executives, the Disclosure Committee,
which is chaired by the Secretary.
Substantial
shareholdings
At 16 May 2007, the company had received
notifications from Legal & General Investment Management Limited, Brandes
Investment Partners LLC and Barclays PLC, under the Disclosure and Transparency
Rules issued by the Financial Services Authority, in respect of holdings of
300,805,154 shares, 330,627,819 shares and 360,935,363 shares respectively,
representing holdings of 3.6%, 4.0% and 4.4% of the companys total voting
rights.
AGM resolutions
We are continuing our policy that
shareholders vote on the annual report at the AGM. Shareholders will also again
be asked to vote separately on the Report on directors remuneration.
It is
part of our policy to involve shareholders fully in the affairs of the company
and to give them the opportunity at the AGM to ask questions about the companys
activities and prospects. We also give shareholders the opportunity to vote
on every substantially different issue by proposing a separate resolution for
each issue.
The
proxy votes for and against each resolution, as well as votes withheld, will
be counted before the AGM and the results will be made available at the meeting
after the shareholders have voted on each resolution on a show of hands, and
at the end of the meeting. It is our policy for all directors to attend the
AGM if at all possible. Whilst, because of ill health or other pressing reasons,
this may not always be possible, in normal circumstances this means that the
chairmen of the Audit, Nominating and Remuneration committees
are at the AGM and are available to answer relevant questions. All the directors
attended the 2006 AGM.
The
resolutions to be proposed at the AGM at The Sage Gateshead on 19 July 2007,
together with explanatory notes, appear in the separate Annual Review &
Notice of Meeting 2007 which is sent to all shareholders together with the
Annual Report & Form 20-F (if requested). These documents are sent out in
the most cost-effective fashion, given the large number of shareholders. We
aim to give as much notice as possible and at least 21 clear days notice,
as required by the companys articles of association. In practice, these
documents are being sent to shareholders more than 20 working days before the
AGM.
In line
with the new provisions introduced by the Companies Act 2006, we are proposing
a resolution at the AGM to allow us more flexibility in communicating electronically
with shareholders in the future.
Resolutions
to reappoint PricewaterhouseCoopers LLP as auditors of the company and to authorise
the directors to settle their remuneration will also be proposed at the AGM.
Authority to
purchase shares
The authority given at last years
AGM of the company held on 12 July 2006 for the company to purchase in the market
834 million of its shares, representing 10% of the issued share capital, expires
on 11 October 2007. Shareholders will be asked to give a similar authority at
the AGM.
During
the 2007 financial year, 148 million shares of 5 pence each were purchased under
this authority (1.7% of the share capital) for a total consideration of £401
million, at an average price of £2.72 per share. The shares were purchased
in an on-market programme of buying back the companys shares, initiated
in November 2003, as part of the companys shareholder distribution strategy.
For more details, see the table on page 162. A total of 368 million shares have
been retained as treasury shares. At 16 May 2007, 91 million treasury shares
had been transferred to meet the companys obligations under its employee
share plans.
By order of the Board
Larry Stone
Secretary
16 May 2007
72 BT Group plc Annual Report & Form 20-F
Financial statements |
|||||||||
The
groups consolidated financial statements have been prepared in accordance
with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU). |
|||||||||
74 | Statement of directors responsibility |
|
|||||||
75 | Report of the independent auditors | ||||||||
77 | Consolidated financial statements | ||||||||
143 | Glossary of terms and US equivalents | ||||||||
144 | Report of the independent auditors parent company | ||||||||
145 | Financial statements of BT Group plc | ||||||||
148 | Subsidiary undertakings and associate | ||||||||
149 | Quarterly analysis of revenue and profit | ||||||||
150 | Selected financial data | ||||||||
154 | Financial statistics | ||||||||
156 | Operational statistics | ||||||||
BT Group plc Annual Report & Form 20-F 73 |
Financial statements
Statement of directors
responsibility
for preparing the financial statements
| select suitable accounting policies and then apply them consistently; |
| make judgments
and estimates that are reasonable and prudent; |
| state whether
the group financial statements comply with IFRSs as adopted by the EU,
and with regard to the parent company financial statements whether applicable
accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and |
| prepare the
group financial statements on the going concern basis unless it is inappropriate
to presume that the group will continue in business. |
74 BT
Group plc Annual Report & Form 20-F
Financial statements
Report of the independent auditors
UNITED KINGDOM
OPINION
Independent auditors report
to the members of BT Group plc
We have audited the group financial
statements of BT Group plc for the year ended 31 March 2007 which comprise the
group income statement, the group balance sheet, the group cash flow statement,
the group statement of recognised income and expense, accounting policies and
the related notes. These group financial statements are set out on pages 78
to 142 and 148. These group financial statements have been prepared under the
accounting policies set out therein.
We have
reported separately on the parent company financial statements of BT Group plc
for the year ended 31 March 2007 and on the information in the Report on directors
remuneration that is described as having been audited. This separate report
is set out on page 144.
Respective responsibilities of
directors and auditors
The directors responsibilities
for preparing the Annual Report and the group financial statements in accordance
with applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union are set out in the statement of directors
responsibilities.
Our
responsibility is to audit the group financial statements in accordance with
relevant legal and regulatory requirements and International Standards on Auditing
(UK and Ireland). This report, including the opinion, has been prepared for
and only for the companys members as a body in accordance with Section
235 of the Companies Act 1985 and for no other purpose. We do not, in giving
this opinion, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We report
to you our opinion as to whether the group financial statements give a true
and fair view and whether the group financial statements have been properly
prepared in accordance with the Companies Act 1985 and Article 4 of the IAS
Regulation. We also report to you whether in our opinion the information given
in the Report of the Directors is consistent with the group financial statements.
In addition
we report to you if, in our opinion, we have not received all the information
and explanations we require for our audit, or if information specified by law
regarding directors remuneration and other transactions is not disclosed.
We review
whether the Corporate governance statement reflects the companys compliance
with the nine provisions of the Combined Code (2003) specified for our review
by the Listing Rules of the Financial Services Authority, and we report if it
does not. We are not required to consider whether the boards statements
on internal control cover all risks and controls, or form an opinion on the
effectiveness of the groups corporate governance procedures or its risk
and control procedures.
We read
other information contained in the Annual Report and Form 20-F and consider
whether it is consistent with the audited group financial statements. The other
information comprises only BT at a glance, the Chairmans message, the
Chief Executives statement and the Report of the Directors. We consider
the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the group financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance
with International Standards on Auditing (UK and Ireland) issued by the Auditing
Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the group financial statements. It
also includes an assessment of the significant estimates and judgments made
by the directors in the preparation of the group financial statements, and of
whether the accounting policies are appropriate to the groups circumstances,
consistently applied and adequately disclosed.
We planned
and performed our audit so as to obtain all the information and explanations
which we considered necessary in order to provide us with sufficient evidence
to give reasonable assurance that the group financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the presentation
of information in the group financial statements.
Opinion
In our opinion:
| the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the groups affairs as at 31 March 2007 and of its profit and cash flows for the year then ended; |
| the group
financial statements have been properly prepared in accordance with the
Companies Act 1985 and Article 4 of the IAS Regulation; and |
| the information
given in the Report of the Directors is consistent with the group financial
statements. |
PricewaterhouseCoopers LLP
Chartered Accountants and Registered
Auditors
London, United Kingdom
16 May 2007
BT Group plc Annual Report & Form 20-F 75
Financial Statements
Report of the independent auditors
UNITED STATES
OPINION
Report of Independent Registered
Public Accounting Firm to the Board of Directors and Shareholders of BT Group
plc
We have completed an integrated audit
of BT Group plcs 31 March 2007 consolidated financial statements and of
its internal control over financial reporting as of 31 March 2007 and audits
of its 31 March 2006 and 31 March 2005 consolidated financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Our opinions, based on our audits, are presented below.
Consolidated financial statements
In our opinion, the accompanying group
income statements and the related group balance sheets, group statements of
cash flows and group statements of recognised income and expense present fairly,
in all material respects, the financial position of BT Group plc and its subsidiaries
at 31 March 2007 and 2006, and the results of their operations and their cash
flows for each of the three years in the period ended 31 March 2007, in conformity
with International Financial Reporting Standards (IFRSs) as adopted by the European
Union. These financial statements are the responsibility of the companys
management. Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit of financial statements includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed
in the accounting policies section in the financial statements, the group adopted
IAS 32 and IAS 39 at 1 April 2005 prospectively.
IFRSs
as adopted by the European Union vary in certain significant respects from accounting
principles generally accepted in the United States of America. Information relating
to the nature and effect of such differences, as restated, is presented in the
United States Generally Accepted Accounting Principles note to the consolidated
financial statements (note 35).
Internal control over financial
reporting
Also, in our opinion, managements
assessment, included in Managements Evaluation of the Effectiveness of
Internal Control as set out in the first three paragraphs of Internal Control
over financial reporting in Report of the Directors, Corporate governance of
the Form 20-F, that the group maintained effective internal control over financial
reporting as of 31 March 2007 based on criteria established in Internal Control
Revised Guidance for Directors on the Combined Code as issued by the
Financial Reporting Council (the Turnbull criteria), is fairly stated, in all
material respects, based on those criteria. Furthermore, in our opinion, the
company maintained, in all material respects, effective internal control over
financial reporting as of 31 March 2007, based on criteria established in the
Turnbull criteria. The companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our responsibility
is to express opinions on managements assessment and on the effectiveness
of the companys internal control over financial reporting based on our
audit.
We conducted
our audit of internal control over financial reporting in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting
was maintained in all material respects. An audit of internal control over financial
reporting includes obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such
other procedures as we consider necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinions.
A companys
internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered
Auditors
London, United Kingdom
16 May 2007
76 BT Group plc Annual Report & Form 20-F
Consolidated financial
statements
Accounting
policies
(I) BASIS OF PREPARATION
OF THE FINANCIAL STATEMENTS
These consolidated financial statements
have been prepared in accordance with applicable law and IFRSs as adopted by
the EU. For BT there are no differences between IFRSs as adopted for use in
the EU and full IFRS as published by the IASB. The financial statements have
been prepared under the historical cost convention, modified for the revaluation
of certain financial assets and liabilities at fair value.
Where
there are significant differences to US GAAP, these have been described in note
35.
The
policies set out below have been consistently applied to all years presented
with the exception of those relating to financial instruments under IAS 32,
Financial Instruments: Disclosure and Presentation and IAS 39, Financial
Instruments: Recognition and Measurement, which have been applied with
effect from 1 April 2005.
Certain
comparative balance sheet amounts for the 2006 financial year have been reclassified
to conform with the presentation adopted in the 2007 financial year. These include
£305 million which has been reclassified from prepayments to non current
assets at 31 March 2006 in respect of costs relating to the initial set up,
transition or transformation phase of long term networked IT services contracts.
In addition, £267 million has been reclassified from property, plant and
equipment to intangible assets at 31 March 2006 in respect of IT software application
assets.
The
preparation of financial statements in conformity with IFRSs requires the use
of accounting estimates. It also requires management to exercise its judgement
in the process of applying the groups accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements, are disclosed below
in Critical accounting estimates and key judgements.
The
groups income statement and segmental analysis separately identifies trading
results before significant one-off or unusual items (termed specific items),
a non GAAP measure. This is consistent with the way that financial performance
is measured by management and assists in providing a meaningful analysis of
the trading results of the group. The directors believe that presentation of
the groups results in this way is relevant to an understanding of the
groups financial performance as specific items are significant one-off
or unusual in nature and have little predictive value. Furthermore, the group
consider a columnar presentation to be appropriate as it improves the clarity
of the presentation and is consistent with the way that financial performance
is measured and reported to the board of directors. Specific items may not be
comparable to similarly titled measures used by other companies. Items which
have been considered significant one-off or unusual in nature include disposals
of businesses and investments, business restructuring, asset impairment charges
and property rationalisation programmes. The directors intend to follow such
a presentation on a consistent basis in the future. Specific items for the current
and prior years are disclosed in note 4.
Accounting
policies in respect of the parent company, BT Group plc, are set out on page
145. These are in accordance with UK GAAP.
(II) BASIS OF CONSOLIDATION
The group financial statements consolidate
the financial statements of BT Group plc (the company) and entities
controlled by the company (its subsidiaries) and incorporate its share of the
results of jointly controlled entities (joint ventures) and associates using
the equity method of accounting.
The
results of subsidiaries acquired or disposed of during the year are consolidated
from the effective date of acquisition or up to the effective date of disposal,
as appropriate. Where necessary, adjustments are made to the financial statements
of subsidiaries, associates and joint ventures to bring the accounting policies
used in line with those used by the group. All intra-group transactions, balances,
income and expenses are eliminated on consolidation.
Investments
in associates and joint ventures are initially recognised at cost. Subsequent
to acquisition the carrying value of the groups investment in associates
and joint ventures includes the groups share of post acquisition reserves,
less any impairment in the value of individual assets. The income statement
reflects the groups share of the results of operations after tax of the
associate or joint venture.
The
groups principal operating subsidiaries and associate are detailed on
page 148.
(III) REVENUE
Revenue represents the fair value
of the consideration received or receivable for communication services and equipment
sales, net of discounts and sales taxes. Revenue from the rendering of services
and sale of equipment is recognised when it is probable that the economic benefits
associated with a transaction will flow to the group and the amount of revenue
and the associated costs can be measured reliably. Where the group acts as agent
in a transaction it recognises revenue net of directly attributable costs.
Revenue
arising from separable installation and connection services is recognised when
it is earned, upon activation. Revenue from the rental of analogue and digital
lines and private circuits is recognised evenly over the period to which the
charges relate. Revenue from calls is recognised at the time the call is made
over the groups network.
Subscription
fees, consisting primarily of monthly charges for access to broadband and other
internet access or voice services, are recognised as revenue as the service
is provided. Revenue arising from the interconnection of voice and data traffic
between other telecommunications operators is recognised at the time of transit
across the groups network.
Revenue
from the sale of peripheral and other equipment is recognised when all the significant
risks and rewards of ownership are transferred to the buyer, which is normally
the date the equipment is delivered and accepted by the customer.
Revenue
from long term contractual arrangements is recognised based on the percentage
of completion method. The stage of completion is estimated using an appropriate
measure according to the nature of the contract. For long term services contracts
revenue is recognised on a straight line basis over the term of the contract.
However, if the performance pattern is other than straight line, revenue is
recognised as services are provided, usually on an output or consumption basis.
For fixed price contracts, including contracts to design and build software
78 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 79
Consolidated financial statements Accounting policies
the asset can be reliably measured. All intangible assets, other than goodwill and indefinite lived assets, are amortised over their useful economic life. The method of amortisation reflects the pattern in which the assets are expected to be consumed. If the pattern cannot be determined reliably, the straight line method is used.
Telecommunication licences |
1 to 5 years | |||
Brands, customer lists and customer relationships |
3 to 15 years | |||
Computer software |
2 to 5 years |
Land
and buildings |
||||
Freehold
buildings |
40 years | |||
Leasehold
land and buildings |
Unexpired portion of lease or 40 years, whichever is the shorter | |||
Network
infrastructure and equipment |
||||
Transmission
equipment: |
||||
Duct |
40 years | |||
Cable |
3 to 25 years | |||
Radio
and repeater equipment |
2 to 25 years | |||
Exchange
equipment |
2 to 13 years | |||
Payphones
other network equipment |
2 to 20 years | |||
Other |
||||
Motor
vehicles |
2 to 9 years | |||
Computers
and office equipment |
3 to 6 years |
80 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 81
Consolidated financial statements Accounting policies
Recognition and derecognition of financial assets and financial liabilities
| those that the group intends to sell immediately or in the short term, which are classified as held for trading; |
| those for which the group may not recover substantially all of its initial investment, other than because of credit deterioration, which are classified as available-for-sale. |
82 BT Group plc Annual Report & Form 20-F
BT Group plc Annual Report & Form 20-F 83
Consolidated financial statements Accounting policies
Criteria to qualify for hedge accounting
84 BT Group plc Annual Report & Form 20-F
| Amendment to IAS 21, Net Investment in a Foreign Operation |
|
| Amendment to IAS 39 and IFRS 4, Financial Guarantee Contracts | |
| Amendment to IAS 39, Cash Flow Hedge Accounting of Forecast Intragroup Transactions | |
| Amendment to IAS 39, The Fair Value Option | |
| IFRIC 4, Determining whether an arrangement contains a lease | |
| IFRIC 6, Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment |
BT Group plc Annual Report & Form 20-F 85
Consolidated financial
statements
Group income
statement
For the year
ended 31 March 2007
Before specific items |
Specific items |
a | Total | ||||||||||
For the year ended 31 March 2007 |
Notes | £m | £m | £m | |||||||||
Revenue |
1 | 20,223 | | 20,223 | |||||||||
Other operating income |
2 | 236 | (3 | ) | 233 | ||||||||
Operating costs |
3 | (17,746 | ) | (169 | ) | (17,915 | ) | ||||||
Operating profit |
1 | 2,713 | (172 | ) | 2,541 | ||||||||
Finance expense |
5 | (2,604 | ) | | (2,604 | ) | |||||||
Finance income |
5 | 2,371 | 139 | 2,510 | |||||||||
Net finance expense |
(233 | ) | 139 | (94 | ) | ||||||||
Share of post tax profit of associates and joint ventures |
15 | 15 | | 15 | |||||||||
Profit on disposal of associate |
| 22 | 22 | ||||||||||
Profit before taxation |
2,495 | (11 | ) | 2,484 | |||||||||
Taxation |
6 | (611 | ) | 979 | 368 | ||||||||
Profit for the year |
1,884 | 968 | 2,852 | ||||||||||
Attributable to: |
|||||||||||||
Equity shareholders of the parent |
1,882 | 968 | 2,850 | ||||||||||
Minority interests |
22 | 2 | | 2 | |||||||||
Earnings per share |
8 | ||||||||||||
Basic |
34.4 | p | |||||||||||
Diluted |
33.6 | p | |||||||||||
Before specific items |
Specific items |
a | Total | ||||||||||
For the year ended 31 March 2006 |
Notes | £m | £m | £m | |||||||||
Revenue |
1 | 19,514 | | 19,514 | |||||||||
Other operating income |
2 | 227 | | 227 | |||||||||
Operating costs |
3 | (17,108 | ) | (138 | ) | (17,246 | ) | ||||||
Operating profit |
1 | 2,633 | (138 | ) | 2,495 | ||||||||
Finance expense |
5 | (2,740 | ) | | (2,740 | ) | |||||||
Finance income |
5 | 2,268 | | 2,268 | |||||||||
Net finance expense |
(472 | ) | | (472 | ) | ||||||||
Share of post tax profit of associates and joint ventures |
15 | 16 | | 16 | |||||||||
Profit on disposal of joint venture |
| 1 | 1 | ||||||||||
Profit before taxation |
2,177 | (137 | ) | 2,040 | |||||||||
Taxation |
6 | (533 | ) | 41 | (492 | ) | |||||||
Profit for the year |
1,644 | (96 | ) | 1,548 | |||||||||
Attributable to: |
|||||||||||||
Equity shareholders of the parent |
1,643 | (96 | ) | 1,547 | |||||||||
Minority interests |
22 | 1 | | 1 | |||||||||
Earnings per share |
8 | ||||||||||||
Basic |
18.4 | p | |||||||||||
Diluted |
18.1 | p | |||||||||||
a | For a definition of specific items, see accounting policies. An analysis of specific items is provided in note 4. |
86 BT Group plc Annual Report & Form 20-F
Consolidated financial statements
Group income statement
For the year ended 31 March 2007 continued
Before specific items |
Specific items |
a | Total | ||||||||||
For the year ended 31 March 2005 |
Notes | £m | £m | £m | |||||||||
Revenue |
1 | 18,429 | | 18,429 | |||||||||
Other operating income |
2 | 193 | 358 | 551 | |||||||||
Operating costs |
3 | (15,929 | ) | (59 | ) | (15,988 | ) | ||||||
Operating profit |
1 | 2,693 | 299 | 2,992 | |||||||||
Finance expense |
5 | (2,773 | ) | | (2,773 | ) | |||||||
Finance income |
5 | 2,174 | | 2,174 | |||||||||
Net finance expense |
(599 | ) | | (599 | ) | ||||||||
Share of post tax loss of associates and joint ventures |
(14 | ) | (25 | ) | (39 | ) | |||||||
Profit before taxation |
2,080 | 274 | 2,354 | ||||||||||
Taxation |
6 | (541 | ) | 16 | (525 | ) | |||||||
Profit for the year |
1,539 | 290 | 1,829 | ||||||||||
Attributable to: |
|||||||||||||
Equity shareholders of the parent |
1,540 | 290 | 1,830 | ||||||||||
Minority interests |
22 | (1 | ) | | (1 | ) | |||||||
Earnings per share |
8 | ||||||||||||
Basic |
21.5 | p | |||||||||||
Diluted |
21.3 | p | |||||||||||
a | For a definition of specific items, see accounting policies. An analysis of specific items is provided in note 4. |
Group
statement of recognised income and expense
For the year
ended 31 March 2007
Notes | 2007 £m |
2006 £m |
2005 £m |
||||||||||
Profit for the year |
2,852 | 1,548 | 1,829 | ||||||||||
Actuarial gains relating to retirement benefit obligations |
29 | 1,409 | 2,122 | 294 | |||||||||
Exchange differences: |
|||||||||||||
on translation of foreign operations |
(95 | ) | 53 | 27 | |||||||||
fair value loss on net investment hedges |
| (20 | ) | | |||||||||
reclassified and reported in net profit |
| (9 | ) | | |||||||||
Fair value movements on available-for-sale assets: |
|||||||||||||
fair value gains |
| 35 | | ||||||||||
reclassified and reported in net profit |
| (35 | ) | | |||||||||
Fair value movements on cash flow hedges: |
|||||||||||||
fair value (losses) gains |
(201 | ) | 4 | | |||||||||
reclassified and reported in net profit |
364 | (204 | ) | | |||||||||
Tax impact of above items |
6 | (486 | ) | (593 | ) | (79 | ) | ||||||
Net gains recognised directly in equity |
991 | 1,353 | 242 | ||||||||||
Total recognised income and expense for the year |
3,843 | 2,901 | 2,071 | ||||||||||
Attributable to: |
|||||||||||||
Equity shareholders of the parent |
3,843 | 2,900 | 2,072 | ||||||||||
Minority interests |
| 1 | (1 | ) | |||||||||
3,843 | 2,901 | 2,071 | |||||||||||
BT Group plc Annual Report & Form 20-F 87
Consolidated financial
statements
Group cash flow statement
For the year
ended 31 March 2007
Notes | 2007 £m |
2006 £m |
2005 £m |
||||||||||
Cash
flow from operating activities |
|||||||||||||
Profit
before taxation |
2,484 | 2,040 | 2,354 | ||||||||||
Depreciation
and amortisation |
2,920 | 2,884 | 2,844 | ||||||||||
(Profit)
loss on sale of associates and non current asset investments |
(19 | ) | 1 | (358 | ) | ||||||||
Net
finance expense |
94 | 472 | 599 | ||||||||||
Other
non cash charges |
50 | 87 | 2 | ||||||||||
Share
of (profits) losses of associates and joint ventures |
(15 | ) | (16 | ) | 39 | ||||||||
Increase
in inventories |
(6 | ) | (13 | ) | (12 | ) | |||||||
(Increase)
decrease in trade and other receivables |
(373 | ) | (41 | ) | 206 | ||||||||
Increase
in trade and other payables |
327 | 174 | 59 | ||||||||||
(Decrease)
increase in provisions and other liabilities |
(217 | ) | 189 | 173 | |||||||||
Cash
generated from operations |
5,245 | 5,777 | 5,906 | ||||||||||
Income
taxes paid |
(411 | ) | (390 | ) | (332 | ) | |||||||
Income
tax repayment for prior years |
376 | | | ||||||||||
Net
cash inflow from operating activities |
5,210 | 5,387 | 5,574 | ||||||||||
Cash
flow from investing activities |
|||||||||||||
Interest
received |
147 | 185 | 374 | ||||||||||
Dividends
received from associates and joint ventures |
6 | 1 | 2 | ||||||||||
Proceeds
on disposal of group undertakings |
27 | | | ||||||||||
Proceeds
on disposal of property, plant and equipment |
89 | 66 | 111 | ||||||||||
Proceeds
on disposal of associates and joint ventures |
27 | | 35 | ||||||||||
Proceeds
on disposal of non current financial assets |
4 | 1 | 539 | ||||||||||
Proceeds
on disposal of current financial assets |
3,687 | 5,964 | 3,754 | ||||||||||
Acquisition
of subsidiaries, net of cash acquired |
(284 | ) | (165 | ) | (426 | ) | |||||||
Purchases
of property, plant and equipment and computer software |
(3,298 | ) | (2,940 | ) | (3,056 | ) | |||||||
Investment
in associates and joint ventures |
(7 | ) | (2 | ) | (27 | ) | |||||||
Purchases
of non current financial assets |
(7 | ) | (2 | ) | (2 | ) | |||||||
Purchases
of current financial assets |
(3,426 | ) | (2,743 | ) | (3,044 | ) | |||||||
Net
cash (outflow) inflow from investing activities |
(3,035 | ) | 365 | (1,740 | ) | ||||||||
Cash
flow from financing activities |
|||||||||||||
Equity
dividends paid |
(1,054 | ) | (907 | ) | (784 | ) | |||||||
Dividends
paid to minority interests |
(3 | ) | | | |||||||||
Interest
paid |
(797 | ) | (1,086 | ) | (1,260 | ) | |||||||
Repayments
of borrowings |
(809 | ) | (4,148 | ) | (1,022 | ) | |||||||
Repayment
of finance lease liabilities |
(276 | ) | (284 | ) | (275 | ) | |||||||
New
bank loans raised |
11 | 1,022 | 5 | ||||||||||
Net
proceeds on issue of commercial paper |
309 | 464 | | ||||||||||
Repurchase
of ordinary shares |
(400 | ) | (348 | ) | (195 | ) | |||||||
Proceeds
on issue of treasury shares |
123 | 9 | 2 | ||||||||||
Repurchase
of ordinary shares by subsidiary |
(2 | ) | | | |||||||||
Net
cash used in financing activities |
(2,898 | ) | (5,278 | ) | (3,529 | ) | |||||||
Effect
of exchange rate changes on cash and cash equivalents |
(37 | ) | | | |||||||||
Net
(decrease) increase in cash and cash equivalents |
(760 | ) | 474 | 305 | |||||||||
Cash
and cash equivalents at the start of the year |
1,784 | 1,310 | 1,005 | ||||||||||
Cash
and cash equivalents at the end of the year |
9 | 1,024 | 1,784 | 1,310 | |||||||||
88 BT Group plc Annual Report & Form 20-F
Consolidated
financial statements
Group balance
sheet
As at 31 March
2007
Notes | 2007 £m |
2006 £m |
||||||||
Non current assets |
||||||||||
Intangible assets |
12 | 2,584 | 1,908 | |||||||
Property, plant and equipment |
13 | 14,997 | 15,222 | |||||||
Derivative financial instruments |
18 | 25 | 19 | |||||||
Investments |
14 | 27 | 17 | |||||||
Associates and joint ventures |
15 | 67 | 48 | |||||||
Trade and other receivables |
16 | 523 | 305 | |||||||
Deferred tax assets |
21 | 117 | 764 | |||||||
18,340 | 18,283 | |||||||||
Current assets |
||||||||||
Inventories |
133 | 124 | ||||||||
Trade and other receivables |
16 | 4,073 | 3,894 | |||||||
Current tax receivable |
504 | | ||||||||
Derivative financial instruments |
18 | 27 | 69 | |||||||
Investments |
14 | 3 | 365 | |||||||
Cash and cash equivalents |
9 | 1,075 | 1,965 | |||||||
5,815 | 6,417 | |||||||||
Current liabilities |
||||||||||
Loans and other borrowings |
17 | 2,203 | 1,940 | |||||||
Derivative financial instruments |
18 | 318 | 332 | |||||||
Trade and other payables |
19 | 6,719 | 6,540 | |||||||
Current tax liabilities |
277 | 598 | ||||||||
Provisions |
20 | 100 | 70 | |||||||
9,617 | 9,480 | |||||||||
Total assets less current liabilities |
14,538 | 15,220 | ||||||||
Non current liabilities |
||||||||||
Loans and other borrowings |
17 | 6,387 | 7,995 | |||||||
Derivative financial instruments |
18 | 992 | 820 | |||||||
Other payables |
19 | 590 | 485 | |||||||
Deferred tax liabilities |
21 | 1,683 | 1,505 | |||||||
Retirement benefit obligations |
29 | 389 | 2,547 | |||||||
Provisions |
20 | 225 | 261 | |||||||
10,266 | 13,613 | |||||||||
Equity |
||||||||||
Ordinary shares |
24 | 432 | 432 | |||||||
Share premium |
24 | 31 | 7 | |||||||
Capital redemption reserve |
2 | 2 | ||||||||
Other reserves |
25 | 88 | 364 | |||||||
Retained earnings |
25 | 3,685 | 750 | |||||||
Total parent shareholders equity |
4,238 | 1,555 | ||||||||
Minority interests |
22 | 34 | 52 | |||||||
Total equity |
23 | 4,272 | 1,607 | |||||||
14,538 | 15,220 | |||||||||
BT Group plc Annual Report & Form 20-F 89
Consolidated financial statements
Notes to the consolidated financial statements
Primary reporting format business segments
The group provides communication services which include networked IT services, local and international telecommunications services and broadband and internet products and services. The group is organised into four primary business segments; BT Global Services, BT Retail, BT Wholesale and Openreach.
Each of these four lines of businesses have differing risks, rewards and customer profiles and hence are the groups primary reporting segments. The revenue of each business segment is derived as follows:
BT Global Services mainly generates its revenue from the provision of networked IT services, outsourcing and system integration work and traditional fixed line services to multi-site organisations which include the public sector and major corporates and from the fixed network operations of the groups worldwide
subsidiaries.
BT Retail derives its revenue from the supply of exchange lines and from the calls made over these lines, the leasing of private circuits and other private services. It also generates revenue from broadband, mobility, data, internet and multimedia services and from providing managed and packaged communications
solutions to consumers and small and medium sized business customers in the UK.
BT Wholesale derives its revenue from providing network services and solutions to communication companies, including fixed and mobile network operators and other service providers, and from carrying transit traffic between telecommunications operators.
Openreach derives its revenue from providing equivalent access to the local access network in the UK. Its primary products are Local Loop Unbundling (LLU), Wholesale Line Rental (WLR), Wholesale Extension Services (WES) and Backhaul Extension Services (BES). These equivalent products are sold to BT lines of
business and other communication providers at the same arms length prices, with the BT lines of business being treated no differently than any other customer with regard to terms and conditions or access to systems and data.
There is extensive trading between BTs lines of business and the line of business profitability is dependent on the transfer price levels. For regulated products and services those transfer prices are market based whilst for other products and services the transfer prices are agreed between the relevant lines of business
on an arms length basis. These intra-group trading arrangements are subject to periodic review.
Impact of Openreach on segmental disclosure
Prior to the 2007 financial year, the group was organised into three primary segments; BT Global Services, BT Retail and BT Wholesale. On 22 September 2005, BT entered into the Undertakings with Ofcom as a result of which BT was required to establish a new line of business and primary segment called
Openreach. Openreach was launched operationally on 21 January 2006 and is separately reported within BTs results for the first time in the 2007 financial year.
In accordance with the timetable set out in the Undertakings, the group was required to facilitate the reporting of Openreach as a separate line of business by the end of July 2006. This was achieved and discrete financial information has been presented to senior management on the new business structure with
respect to periods from 1 April 2006 onwards.
Both IFRSs and US GAAP require segmental information to be presented on a consistent basis for all years reported. In the event of a restructuring of business segments, comparative information is therefore required to be restated, unless this is impracticable. The results for the 2006 financial year have been
restated to reflect the separate reporting of Openreach as a new business segment. These restatements also reflect the impact of the new internal trading arrangements which have been implemented due to the creation of Openreach. The results for the 2005 financial year, however, have not been restated as it is
impracticable to do so.
Some of the products and services that Openreach now sell were previously provided by BT Wholesale, but in a different form. As a result of the Undertakings, new equivalent products which did not previously exist had to be created for both internal and external customers. The changes required to capture the
separate reporting of these new products and services were introduced during the 2006 financial year and therefore actual data was available to support the estimates and assumptions required to restate the results for that year. The equivalent products and services did not exist in the 2005 financial year, and therefore
the level of estimation and extrapolation required to restate the results for that year would have been too significant to provide sufficiently objective and reliable information.
Furthermore, the fundamental level of reorganisation and restructuring which occurred, combined with the fact that the products previously sold by BT Wholesale no longer exist, mean it is also impracticable to report the results for the current financial year on the old business segment structure.
In order to assist the readers understanding of the year on year performance, additional disclosures have been presented showing the previously reported segmental data for the 2006 and 2005 financial years on the old business segment basis, prior to the creation of Openreach.
90 BT Group plc Annual Report & Form 20-F
Business segment results for the years ended 31 March 2007 and 2006 new segment structure
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Intra-group | Total | ||||||||||||||||
Year ended 31 March 2007 |
£m | £m | £m | £m | £m | £m | £m | |||||||||||||||
Revenue |
||||||||||||||||||||||
External revenue |
7,467 | 7,997 | 4,057 | 685 | 17 | | 20,223 | |||||||||||||||
Internal revenue |
1,639 | 417 | 3,527 | 4,492 | | (10,075 | ) | | ||||||||||||||
Total revenue |
9,106 | 8,414 | 7,584 | 5,177 | 17 | (10,075 | ) | 20,223 | ||||||||||||||
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Intra-group | Total | ||||||||||||||||
Year ended 31 March 2006 (restated) |
£m | £m | £m | £m | £m | £m | £m | |||||||||||||||
Revenue |
||||||||||||||||||||||
External revenue |
7,168 | 8,102 | 3,908 | 318 | 18 | | 19,514 | |||||||||||||||
Internal revenue |
1,604 | 405 | 3,435 | 4,824 | | (10,268 | ) | | ||||||||||||||
Total revenue |
8,772 | 8,507 | 7,343 | 5,142 | 18 | (10,268 | ) | 19,514 | ||||||||||||||
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Total | ||||||||||||||
Year ended 31 March 2007 |
£m | £m | £m | £m | £m | £m | |||||||||||||
Results |
|||||||||||||||||||
Operating profit before specific items |
293 | 674 | 724 | 1,177 | (155 | ) | 2,713 | ||||||||||||
Specific items |
(172 | ) | (172 | ) | |||||||||||||||
Segment result |
293 | 674 | 724 | 1,177 | (327 | ) | 2,541 | ||||||||||||
Share of post tax profit of associates and joint ventures |
15 | ||||||||||||||||||
Profit on disposal of associate |
22 | ||||||||||||||||||
Net finance expense |
(94 | ) | |||||||||||||||||
Profit before tax |
2,484 | ||||||||||||||||||
Taxation |
368 | ||||||||||||||||||
Profit for the year |
2,852 | ||||||||||||||||||
Capital additionsa |
|||||||||||||||||||
Property, plant and equipment |
434 | 95 | 735 | 981 | 195 | 2,440 | |||||||||||||
Intangible assets |
261 | 71 | 282 | 127 | 66 | 807 | |||||||||||||
695 | 166 | 1,017 | 1,108 | 261 | 3,247 | ||||||||||||||
Depreciation |
494 | 128 | 1,102 | 663 | 149 | 2,536 | |||||||||||||
Amortisation |
181 | 43 | 96 | 44 | 20 | 384 | |||||||||||||
a | Additions to intangible assets exclude goodwill arising on acquisitions. |
BT Group plc Annual Report & Form 20-F 91
Consolidated financial statements Notes to the consolidated financial statements
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Total | ||||||||||||||
Year ended 31 March 2006 (restated) |
£m | £m | £m | £m | £m | £m | |||||||||||||
Results |
|||||||||||||||||||
Operating profit before specific items |
288 | 569 | 759 | 1,183 | (166 | ) | 2,633 | ||||||||||||
Specific items |
(138 | ) | (138 | ) | |||||||||||||||
Segment result |
288 | 569 | 759 | 1,183 | (304 | ) | 2,495 | ||||||||||||
Share of post tax profit of associates and joint ventures |
16 | ||||||||||||||||||
Profit on disposal of joint venture |
1 | ||||||||||||||||||
Net finance expense |
(472 | ) | |||||||||||||||||
Profit before tax |
2,040 | ||||||||||||||||||
Taxation |
(492 | ) | |||||||||||||||||
Profit for the year |
1,548 | ||||||||||||||||||
Capital additionsa |
|||||||||||||||||||
Property, plant and equipment |
466 | 98 | 778 | 965 | 243 | 2,550 | |||||||||||||
Intangible assets |
236 | 55 | 197 | 73 | 31 | 592 | |||||||||||||
702 | 153 | 975 | 1,038 | 274 | 3,142 | ||||||||||||||
Depreciation |
555 | 120 | 1,008 | 770 | 181 | 2,634 | |||||||||||||
Amortisation |
83 | 27 | 94 | 30 | 16 | 250 | |||||||||||||
a | Additions to intangible assets exclude goodwill arising on acquisitions. |
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Total | ||||||||||||||
As at 31 March 2007 |
£m | £m | £m | £m | £m | £m | |||||||||||||
Assets |
|||||||||||||||||||
Segment assets |
6,714 | 1,831 | 5,054 | 8,707 | 34 | 22,340 | |||||||||||||
Associates and joint ventures |
67 | 67 | |||||||||||||||||
Unallocated assets |
1,748 | 1,748 | |||||||||||||||||
Consolidated total assets |
6,714 | 1,831 | 5,054 | 8,707 | 1,849 | 24,155 | |||||||||||||
Liabilities |
|||||||||||||||||||
Segment liabilities |
3,128 | 2,351 | 1,426 | 598 | 31 | 7,534 | |||||||||||||
Unallocated liabilities |
12,349 | 12,349 | |||||||||||||||||
Consolidated total liabilities |
3,128 | 2,351 | 1,426 | 598 | 12,380 | 19,883 | |||||||||||||
BT Global Services | BT Retail | BT Wholesale | Openreach | Other | Total | ||||||||||||||
As at 31 March 2006 (restated) |
£m | £m | £m | £m | £m | £m | |||||||||||||
Assets |
|||||||||||||||||||
Segment assets |
6,253 | 2,517 | 4,959 | 8,200 | (93 | ) | 21,836 | ||||||||||||
Associates and joint ventures |
48 | 48 | |||||||||||||||||
Unallocated assets |
2,816 | 2,816 | |||||||||||||||||
Consolidated total assets |
6,253 | 2,517 | 4,959 | 8,200 | 2,771 | 24,700 | |||||||||||||
Liabilities |
|||||||||||||||||||
Segment liabilities |
3,795 | 2,400 | 911 | 489 | (308 | ) | 7,287 | ||||||||||||
Unallocated liabilities |
15,806 | 15,806 | |||||||||||||||||
Consolidated total liabilities |
3,795 | 2,400 | 911 | 489 | 15,498 | 23,093 | |||||||||||||
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, and trade receivables. Unallocated assets include deferred and current taxation, investments, derivatives and associates and joint ventures. Segment liabilities comprise trade and other payables and provisions. Unallocated liabilities include current and deferred taxation, retirement benefit obligations, finance lease liabilities, corporate borrowings and related derivatives.
92 BT Group plc Annual Report & Form 20-F
Segment results for the years ended 31 March 2006 and 2005 as previously reported (excluding Openreach)
BT Global Services | BT Retail | BT Wholesale | Other | Intra-group | Total | ||||||||||||||
Year ended 31 March 2006 |
£m | £m | £m | £m | £m | £m | |||||||||||||
Revenue |
|||||||||||||||||||
External revenue |
7,151 | 8,119 | 4,226 | 18 | | 19,514 | |||||||||||||
Internal revenue |
1,481 | 333 | 5,006 | | (6,820 | ) | | ||||||||||||
Total revenue |
8,632 | 8,452 | 9,232 | 18 | (6,820 | ) | 19,514 | ||||||||||||
BT Global Services | BT Retail | BT Wholesale | Other | Intra-group | Total | ||||||||||||||
Year ended 31 March 2005 |
£m | £m | £m | £m | £m | £m | |||||||||||||
Revenue |
|||||||||||||||||||
External revenue |
6,154 | 8,430 | 3,820 | 25 | | 18,429 | |||||||||||||
Internal revenue |
1,334 | 268 | 5,275 | | (6,877 | ) | | ||||||||||||
Total revenue |
7,488 | 8,698 | 9,095 | 25 | (6,877 | ) | 18,429 | ||||||||||||
BT Global Services | BT Retail | BT Wholesale | Other | Total | ||||||||||||
Year ended 31 March 2006 |
£m | £m | £m | £m | £m | |||||||||||
Results |
||||||||||||||||
Operating profit before specific items |
363 | 644 | 1,992 | (366 | ) | 2,633 | ||||||||||
Specific items |
(138 | ) | (138 | ) | ||||||||||||
Segment result |
363 | 644 | 1,992 | (504 | ) | 2,495 | ||||||||||
Share of post tax profit of associates and joint ventures |
16 | |||||||||||||||
Profit on disposal of joint venture |
1 | |||||||||||||||
Net finance expense |
(472 | ) | ||||||||||||||
Profit before tax |
2,040 | |||||||||||||||
Taxation |
(492 | ) | ||||||||||||||
Profit for the year |
1,548 | |||||||||||||||
Capital additionsa |
||||||||||||||||
Property, plant and equipment |
466 | 98 | 1,743 | 243 | 2,550 | |||||||||||
Intangible assets |
236 | 55 | 270 | 31 | 592 | |||||||||||
702 | 153 | 2,013 | 274 | 3,142 | ||||||||||||
Depreciation |
555 | 120 | 1,778 | 181 | 2,634 | |||||||||||
Amortisation |
83 | 27 | 124 | 16 | 250 | |||||||||||
a | Additions to intangible assets exclude goodwill arising on acquisitions. |
BT Group plc Annual Report & Form 20-F 93
Consolidated financial statements Notes to the consolidated financial statements
BT Global Services | BT Retail | BT Wholesale | Other | Total | ||||||||||||
Year ended 31 March 2005 |
£m | £m | £m | £m | £m | |||||||||||
Results |
||||||||||||||||
Operating profit before specific items |
411 | 607 | 1,950 | (275 | ) | 2,693 | ||||||||||
Specific items |
299 | 299 | ||||||||||||||
Segment result |
411 | 607 | 1,950 | 24 | 2,992 | |||||||||||
Share of post tax loss of associates and joint ventures |
(39 | ) | ||||||||||||||
Net finance expense |
(599 | ) | ||||||||||||||
Profit before tax |
2,354 | |||||||||||||||
Taxation |
(525 | ) | ||||||||||||||
Profit for the year |
1,829 | |||||||||||||||
Capital additions |
||||||||||||||||
Property, plant and equipment |
450 | 119 | 1,783 | 219 | 2,571 | |||||||||||
Intangible assetsa |
155 | 51 | 198 | 36 | 440 | |||||||||||
605 | 170 | 1,981 | 255 | 3,011 | ||||||||||||
Depreciation |
513 | 133 | 1,831 | 217 | 2,694 | |||||||||||
Amortisation |
37 | 14 | 83 | 16 | 150 | |||||||||||
a | Additions to intangible assets exclude goodwill arising on acquisitions. |
BT Global Services | BT Retail | BT Wholesale | Other | Total | ||||||||||||
As at 31 March 2006 |
£m | £m | £m | £m | £m | |||||||||||
Assets |
||||||||||||||||
Segment assets |
6,253 | 2,517 | 13,159 | (93 | ) | 21,836 | ||||||||||
Associates and joint ventures |
48 | 48 | ||||||||||||||
Unallocated assets |
2,816 | 2,816 | ||||||||||||||
Consolidated total assets |
6,253 | 2,517 | 13,159 | 2,771 | 24,700 | |||||||||||
Liabilities |
||||||||||||||||
Segment liabilities |
3,776 | 2,419 | 1,400 | (308 | ) | 7,287 | ||||||||||
Unallocated liabilities |
15,806 | 15,806 | ||||||||||||||
Consolidated total liabilities |
3,776 | 2,419 | 1,400 | 15,498 | 23,093 | |||||||||||
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories and trade receivables. Unallocated assets include deferred and current taxation, investments, derivatives and associates and joint ventures. Segment liabilities comprise trade and other payables and provisions. Unallocated liabilities include current and deferred taxation, retirement benefit obligations, finance lease liabilities, corporate borrowings and related derivatives.
94 BT Group plc Annual Report & Form 20-F
Secondary reporting format geographical segments
2007 £m |
2006 £m |
2005 £m |
||||||||
Revenue
by geographic area |
||||||||||
UK |
17,241 | 16,901 | 16,863 | |||||||
Europe,
excluding the UK |
2,174 | 1,900 | 1,306 | |||||||
Americas |
711 | 627 | 190 | |||||||
Asia
Pacific |
97 | 86 | 70 | |||||||
Total |
20,223 | 19,514 | 18,429 | |||||||
The creation of Openreach has not impacted the presentation of the geographical segments of the group. The analysis of revenue by geographical area is on the basis of the country of origin of the customer invoice. In an analysis of revenue by destination, incoming and transit international calls would be treated
differently, but would not lead to a materially different geographical analysis.
Total assets | Capital additions | ||||||||||||
2007 £m |
2006 £m |
2007 £m |
2006 £m |
||||||||||
Total assets and capital additions by geographic area |
|||||||||||||
UK |
17,208 | 16,240 | 2,951 | 2,872 | |||||||||
Europe, excluding the UK |
4,078 | 3,777 | 203 | 191 | |||||||||
Americas |
993 | 1,704 | 73 | 66 | |||||||||
Asia Pacific |
128 | 163 | 20 | 13 | |||||||||
Unallocated assets | 1,748 | 2,816 | | | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
24,155 | 24,700 | 3,247 | 3,142 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets and capital additions are allocated to geographical areas based on the location of the asset.
2007 £m |
2006 £m |
2005 £m |
||||||||
Profits
on disposal of property, plant and equipment |
13 | 2 | 22 | |||||||
Income
from repayment works |
68 | 74 | 64 | |||||||
Other
operating income |
155 | 151 | 107 | |||||||
Other
operating income before specific items |
236 | 227 | 193 | |||||||
Specific
items (note 4) |
(3 | ) | | 358 | ||||||
Other
operating income |
233 | 227 | 551 | |||||||
BT Group plc Annual Report & Form 20-F 95
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
Costs by nature |
||||||||||
Staff costs: |
||||||||||
Wages and salaries |
4,099 | 3,910 | 3,645 | |||||||
Social security costs |
388 | 377 | 319 | |||||||
Pension costs |
643 | 603 | 540 | |||||||
Share based payments |
93 | 76 | 50 | |||||||
Total staff costs |
5,223 | 4,966 | 4,554 | |||||||
Own work capitalised |
(718 | ) | (674 | ) | (620 | ) | ||||
Net staff costs |
4,505 | 4,292 | 3,934 | |||||||
Depreciation of property, plant and equipment: |
||||||||||
Owned assets |
2,420 | 2,500 | 2,536 | |||||||
Under finance leases |
116 | 134 | 158 | |||||||
Amortisation of intangible assets |
384 | 250 | 150 | |||||||
Payments to telecommunications operators |
4,162 | 4,045 | 3,725 | |||||||
Other operating costs |
6,159 | 5,887 | 5,426 | |||||||
Total operating costs before specific items |
17,746 | 17,108 | 15,929 | |||||||
Specific items (note 4) |
169 | 138 | 59 | |||||||
Total operating costs |
17,915 | 17,246 | 15,988 | |||||||
Operating costs include the following: |
||||||||||
Early leaver costs |
147 | 133 | 166 | |||||||
Research and development expenditurea |
692 | 487 | 352 | |||||||
Rental costs relating to operating leases |
389 | 413 | 419 | |||||||
Foreign currency losses |
5 | 12 | 3 | |||||||
a | Research and development expenditure includes amortisation of £314 million (2006: £161 million, 2005: £95 million) in respect of internally developed computer software. |
96 BT Group plc Annual Report & Form 20-F
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
Other
operating income |
||||||||||
Net
loss on sale of group undertakingsa |
(5 | ) | | | ||||||
Profit
on sale of non current asset investmentsb |
2 | | 358 | |||||||
(3 | ) | | 358 | |||||||
Operating
costs |
||||||||||
Property
rationalisation costsc |
(64 | ) | (68 | ) | (59 | ) | ||||
Creation
of Openreachd |
(30 | ) | (70 | ) | | |||||
Write
off of circuit inventory and other working capital balancese |
(65 | ) | | | ||||||
Costs
associated with settlement of open tax yearsf |
(10 | ) | | | ||||||
(169 | ) | (138 | ) | (59 | ) | |||||
Finance
income |
||||||||||
Interest
on settlement of open tax yearsf |
139 | | | |||||||
Share
of results of associates and joint ventures |
||||||||||
Impairment
of assets in joint venturesg |
| | (25 | ) | ||||||
Profit
on disposal of associates and joint venturesh |
22 | 1 | | |||||||
Net
specific items (charge) credit before tax |
(11 | ) | (137 | ) | 274 | |||||
Tax
credit in respect of settlement of open tax yearsf |
938 | | | |||||||
Tax
credit on specific items |
41 | 41 | 16 | |||||||
Net
specific items credit (charge) after tax |
968 | (96 | ) | 290 | ||||||
a | In the current year the group disposed of some non-core businesses. The loss on disposal relates primarily to the disposal of the groups satellite broadcast service assets (£7 million). |
b | In the current year the group disposed of some non-core investments, resulting in a profit of £2 million. In the 2005 financial year the group recognised a profit on disposal of £358 million comprising £236 million from the sale of the groups 15.8% interest in Eutelsat SA, £46 million from sale of the 4% interest in Intelsat, £38 million from the sale of the 11.9% interest in Starhub Pte Ltd and other gains of £38 million. |
c | In the current year £64 million (2006: £68 million, 2005: £59 million) of property rationalisation charges were recognised in relation to the groups provincial office portfolio. |
d | In the current year a provision of £30 million (2006: £70 million, 2005: £nil) was recognised for the estimated incremental and directly attributable costs arising from the groups obligation to set up Openreach and meet the requirements of the Undertakings. |
e | In the current year the group recorded a charge of £65 million as a result of a review of circuit inventory and other working capital balances arising before 31 March 2006. |
f | In the current year, the group agreed settlement of substantially all open UK tax matters relating to the ten tax years up to and including 2004/05 with HM Revenue and Customs. Specific items therefore include a net credit of £1,067 million, which represents those elements of the tax charges previously recognised that were in excess of the final agreed liability of £938 million; interest income of £139 million on the repayment; and operating costs of £10 million, representing the costs associated with reaching the agreement. |
g | In the 2005 financial year the group incurred an impairment charge of £25 million representing its share of a write down of Albacoms assets prior to Albacom becoming a subsidiary. |
h | In the current year the group disposed of 6% of its equity interest in Tech Mahindra Limited, an associated undertaking. The resulting profit on disposal was £22 million. The groups shareholding at 31 March 2007 was 35%. |
5. FINANCE INCOME AND FINANCE EXPENSE
2007 | 2006 | 2005 | a | |||||||
£m | £m | £m | ||||||||
Finance
expense |
||||||||||
Interest
on listed bonds, debentures and notesb |
623 | 831 | 963 | |||||||
Interest
on finance leases |
44 | 62 | 68 | |||||||
Interest
on other borrowings |
58 | 20 | 19 | |||||||
Unwinding
of discount on provisions |
3 | 3 | 3 | |||||||
Net
charge on financial instruments in a fair value hedgec |
| | | |||||||
Net
foreign exchange on items in hedging relationshipsd |
| | | |||||||
Fair
value movements on derivatives not in a designated hedge relationship |
4 | 8 | | |||||||
Interest
on pension scheme liabilities |
1,872 | 1,816 | 1,720 | |||||||
Total
finance expense |
2,604 | 2,740 | 2,773 | |||||||
a | The group adopted IAS 32 and IAS 39 from 1 April 2005. For the 2005 financial year the groups previous accounting policies have therefore been applied in calculating the recognition and measurement basis for finance expense (see accounting policies). |
b | Includes a net charge of £67 million (2006: £41 million) relating to fair value movements on derivatives recycled from the cash flow reserve. |
c | Includes a net credit of £70 million (2006: net charge of £71 million) relating to fair value movements arising on hedged items and a net charge of £70 million (2006: net credit of £71 million) relating to fair value movements arising on derivatives designated as fair value hedges. |
d | Includes a net credit of £420 million (2006: net charge of £330 million) relating to foreign exchange movements on hedged loans and borrowings and a net charge of £420 million (2006: net credit of £330 million) relating to fair value movements on derivatives recycled from the cash flow reserve. |
BT Group plc Annual Report & Form 20-F 97
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | 2005 | a | |||||||
£m | £m | £m | ||||||||
Finance
income |
||||||||||
Income
from listed investmentsb |
7 | 44 | 47 | |||||||
Other
interest and similar incomeb,c,d |
211 | 154 | 209 | |||||||
Net
foreign exchange on items in hedging relationshipse |
| | | |||||||
Expected
return on pension scheme assets |
2,292 | 2,070 | 1,918 | |||||||
Total
finance income |
2,510 | 2,268 | 2,174 | |||||||
Net
finance expense |
94 | 472 | 599 | |||||||
a | The group adopted IAS 32 and IAS 39 from 1 April 2005. For the 2005 financial year the groups previous accounting policies have therefore been applied in calculating the recognition and measurement basis for finance income (see accounting policies). |
b | Income from listed investments and other interest and similar income includes £45 million (2006: £37 million) relating to gains on held for trading investments. |
c | On 11 August 2005, the group exercised its option to require early redemption of its US dollar convertible 2008 bond. Bondholders had the option to take redemption proceeds in the form of cash or shares in the groups interest in LG Telecom. The majority of bondholders exercised their option to take the redemption proceeds in the form of LG Telecom shares. Other interest in 2006 includes a net bond redemption gain of £27 million. This reflects the write off of LG Telecom shares of £121 million and the associated release from the available-for-sale reserve of £35 million; the write off of the bond and transaction costs of £87 million and the associated option liability of £17 million; and the release from the translation reserve of £9 million credit relating to foreign exchange movements on the investment in LG Telecom to the date of disposal. |
d | The 2007 financial year includes £139 million relating to interest on settlement of open tax matters disclosed as a specific item (see note 4). |
e | Includes a net charge of £123 million (2006: net credit £85 million) relating to foreign exchange movements on hedged investments and a net credit of £123 million (2006: net charge £85 million) relating to fair value movements on derivatives recycled from the cash flow reserve. |
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
Analysis of taxation (credit) expense for the year |
||||||||||
United Kingdom: |
||||||||||
Corporation tax at 30% (2006 and 2005: 30%) |
256 | 404 | 542 | |||||||
Adjustments in respect of prior periods |
(1,096 | ) | (69 | ) | 4 | |||||
Non-UK taxation: |
||||||||||
Current |
25 | 12 | (4 | ) | ||||||
Adjustments in respect of prior periods |
38 | 1 | (3 | ) | ||||||
Total current tax (credit) expense |
(777 | ) | 348 | 539 | ||||||
Deferred tax: |
||||||||||
Origination and reversal of temporary differences |
367 | 155 | (15 | ) | ||||||
Adjustment in respect of prior periods |
42 | (11 | ) | 1 | ||||||
Total deferred tax expense (credit) |
409 | 144 | (14 | ) | ||||||
Total taxation (credit) expense in the income statement |
(368 | ) | 492 | 525 | ||||||
98 BT Group plc Annual Report & Form 20-F
Factors affecting taxation (credit) expense
The taxation (credit) expense on the profit for the year differs from the amount computed by applying the corporation tax rate to the profit before taxation as a result of the following factors:
2007 | 2006 | 2005 | |||||||||||||||||
£m | % | £m | % | £m | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Profit before taxation |
2,484 | 2,040 | 2,354 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Notional taxation expense at UK rate of 30% (2006 and 2005: 30%) |
745 | 30.0 | 612 | 30.0 | 706 | 30.0 | |||||||||||||
Effects of: |
|||||||||||||||||||
Non deductible depreciation and amortisation |
4 | 0.1 | 8 | 0.4 | 6 | 0.2 | |||||||||||||
Non deductible non UK losses |
9 | 0.4 | 29 | 1.4 | 38 | 1.6 | |||||||||||||
Higher (lower) taxes on non UK profits |
11 | 0.4 | (1 | ) | | (14 | ) | (0.6 | ) | ||||||||||
Lower taxes on gain on disposal of non current investments and group undertakings |
(2 | ) | (0.1 | ) | | | (107 | ) | (4.5 | ) | |||||||||
Other deferred tax assets not recognised |
| | (25 | ) | (1.2 | ) | | | |||||||||||
Associates and joint ventures |
(5 | ) | (0.2 | ) | (5 | ) | (0.2 | ) | | | |||||||||
Adjustments in respect of prior periods |
(78 | ) | (3.2 | ) | (79 | ) | (3.9 | ) | 2 | 0.1 | |||||||||
Tax credit in respect of settlement of open tax years |
(938 | ) | (37.8 | ) | | | | | |||||||||||
Other |
(114 | ) | (4.5 | ) | (47 | ) | (2.4 | ) | (106 | ) | (4.5 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total taxation (credit) expense and effective tax rate |
(368 | ) | (14.9 | ) | 492 | 24.1 | 525 | 22.3 | |||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Specific items |
979 | 39.4 | 41 | 0.4 | 16 | 3.7 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total taxation expense before specific items and effective tax rate |
611 | 24.5 | 533 | 24.5 | 541 | 26.0 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|||||||||
Tax
on items taken directly to equity |
||||||||||
Current
tax charge on exchange movements offset in reserves |
| | 7 | |||||||
Deferred
tax charge (credit) relating to losses on cash flow hedges |
62 | (45 | ) | | ||||||
Deferred
tax charge relating to ineffective hedges |
| 9 | | |||||||
Deferred
tax charge on actuarial gain relating to retirement benefit obligations |
424 | 629 | 72 | |||||||
|
|
|||||||||
Total
taxation on items taken to statement of recognised income and expense |
486 | 593 | 79 | |||||||
Current
tax credit relating to share based payments |
(12 | ) | | | ||||||
Deferred
tax credit relating to share based payments |
(70 | ) | (5 | ) | | |||||
|
|
|||||||||
Total
taxation on items taken directly to equity |
404 | 588 | 79 | |||||||
|
|
2007 | 2006 | 2005 | |||||||||||||||||
pence per share |
pence per share |
pence per share |
2007 £m |
2006 £m |
2005 £m |
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Final
paid in respect of the prior year |
7.60 | 6.50 | 5.30 | 631 | 551 | 454 | |||||||||||||
Interim
paid in respect of the current year |
5.10 | 4.30 | 3.90 | 422 | 361 | 332 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.70 | 10.80 | 9.20 | 1,053 | 912 | 786 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The directors are proposing that a final dividend in respect of the year ended 31 March 2007 of 10.0 pence per share will be paid to shareholders on 17 September 2007, taking the full year proposed dividend in respect of the 2007 financial year to 15.1 pence (2006: 11.9 pence, 2005: 10.4 pence). This dividend is subject to approval by shareholders at the Annual General Meeting and therefore the liability of £825 million (2006: £631 million) has not been included in these financial statements. The proposed dividend will be payable to all shareholders on the Register of Members on 24 August 2007.
BT Group plc Annual Report & Form 20-F 99
Consolidated financial statements Notes to the consolidated financial statements
2007 millions of shares |
2006 millions of shares |
2005 millions of shares |
||||||||
|
|
|
|
|
|
|||||
Basic |
8,293 | 8,422 | 8,524 | |||||||
Dilutive
ordinary shares from share options and shares held in trust |
186 | 115 | 57 | |||||||
|
|
|
|
|
|
|||||
Total
diluted |
8,479 | 8,537 | 8,581 | |||||||
|
|
|
|
|
|
|||||
Profit
attributable to equity shareholders of the parent (£m) |
2,850 | 1,547 | 1,830 | |||||||
|
|
|
|
|
|
|||||
Basic
earnings per share (pence) |
34.4 | p | 18.4 | p | 21.5 | p | ||||
Diluted
earnings per share (pence) |
33.6 | p | 18.1 | p | 21.3 | p | ||||
|
|
|
|
|
|
Basic earnings per share before specific items, and the per share impact of individual specific items, is as follows:
2007 pence per share |
2007 £m |
2006 pence per share |
2006 £m |
2005 pence per share |
2005 £m |
||||||||||||||
Per share impact of specific items: |
|||||||||||||||||||
Net loss on sale of group undertakings |
| (5 | ) | | | | | ||||||||||||
Profit on sale of non current asset investments |
| 2 | | | 4.2 | 358 | |||||||||||||
Property rationalisation costs |
(0.8 | ) | (64 | ) | (0.8 | ) | (68 | ) | (0.7 | ) | (59 | ) | |||||||
Creation of Openreach |
(0.4 | ) | (30 | ) | (0.8 | ) | (70 | ) | | | |||||||||
Write off of circuit inventory and other working capital balances |
(0.8 | ) | (65 | ) | | | | | |||||||||||
Costs associated with settlement of open tax years |
(0.1 | ) | (10 | ) | | | | | |||||||||||
Interest on settlement of open tax years |
1.7 | 139 | | | | | |||||||||||||
Profit on disposal of associates and joint ventures |
0.3 | 22 | | 1 | | | |||||||||||||
Impairment of assets in joint ventures |
| | | | (0.3 | ) | (25 | ) | |||||||||||
Tax credit in respect of settlement of open tax years |
11.3 | 938 | | | | | |||||||||||||
Tax credit on specific items |
0.5 | 41 | 0.5 | 41 | 0.2 | 16 | |||||||||||||
Basic earnings (loss) per share/profit (loss) for the year attributable to specific items |
11.7 | 968 | (1.1 | ) | (96 | ) | 3.4 | 290 | |||||||||||
Basic earnings per share/profit for the year attributable to equity shareholders |
34.4 | 2,850 | 18.4 | 1,547 | 21.5 | 1,830 | |||||||||||||
Adjustment:
Basic (earnings) loss per share/(profit) loss for the financial year attributable
to specific items |
(11.7 | ) | (968 | ) | 1.1 | 96 | (3.4 | ) | (290 | ) | |||||||||
Basic earnings per share/profit for the year before specific items |
22.7 | 1,882 | 19.5 | 1,643 | 18.1 | 1,540 | |||||||||||||
Diluted earnings per share/profit for the year |
33.6 | 2,850 | 18.1 | 1,547 | 21.3 | 1,830 | |||||||||||||
Adjustment:
Diluted (earnings) loss per share/(profit) loss for the financial year
attributable to specific items |
(11.4 | ) | (968 | ) | 1.1 | 96 | (3.4 | ) | (290 | ) | |||||||||
Diluted earnings per share/profit for the year before specific items |
22.2 | 1,882 | 19.2 | 1,643 | 17.9 | 1,540 | |||||||||||||
100 BT Group plc Annual Report & Form 20-F
2007 | 2006 | |||||||||
£m | £m | |||||||||
|
|
|
|
|||||||
Cash at bank and in hand |
568 | 511 | ||||||||
Cash equivalents |
||||||||||
Listed cash equivalents |
||||||||||
Euro treasury bills |
10 | 8 | ||||||||
Unlisted cash equivalents |
||||||||||
US corporate debt securities |
| 422 | ||||||||
UK deposits |
417 | 914 | ||||||||
European deposits |
57 | 70 | ||||||||
US deposits |
23 | 40 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
Total cash equivalents |
507 | 1,454 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
1,075 | 1,965 | ||||||||
Bank overdrafts |
(51 | ) | (181 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents per the cash flow statement |
1,024 | 1,784 | ||||||||
|
|
|
|
|
|
|
|
|
|
The group has cross undertaking guarantee facilities across certain bank accounts which allow a legally enforceable right of set off of the relevant cash and overdraft balances on bank accounts included within each scheme. Included within overdrafts at 31 March 2007 were balances of £49 million (2006: £171 million) which had a legally enforceable right of set off against cash balances of £117 million (2006: £209 million). These balances have not been netted above as settlement is not intended to take place simultaneously or on a net basis.
10.
NET DEBT
Net debt consists of loans and other borrowings less current asset investments and cash and cash equivalents. Loans and other borrowings are measured at the net proceeds raised, adjusted to amortise any discount over the term of the debt. For the purpose of this analysis current asset investments and cash and
cash equivalents are measured at the lower of cost and net realisable value. Currency denominated balances within net debt are translated to sterling at swapped rates where hedged.
This definition of net debt measures balances at the expected value of future cash flows due to arise on maturity of financial instruments and removes the balance sheet adjustments made from the re-measurement of hedged risks under fair value hedges and the use of the amortised cost method as required by IAS
39. In addition, the gross balances are adjusted to take account of netting arrangements amounting to £49 million (2006: £171 million). Net debt is a non GAAP measure since it is not defined in IFRSs but it is a key indicator used by management in order to assess operational performance and balance sheet strength.
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Analysis of net debt |
|||||||
Loans and other borrowings (current and non current) |
8,590 | 9,935 | |||||
Less: |
|||||||
Cash and cash equivalents |
1,075 | 1,965 | |||||
Current asset investments |
3 | 365 | |||||
|
|
|
|
|
|
|
|
7,512 | 7,605 | ||||||
Adjustments: |
|||||||
To retranslate currency denominated balances at swapped rates where hedged |
577 | 121 | |||||
To recognise borrowings and investments at net proceeds and unamortised discount |
(175 | ) | (192 | ) | |||
|
|
|
|
|
|
|
|
Net debt |
7,914 | 7,534 | |||||
|
|
|
|
|
|
|
After allocating the element of the adjustments which impacts loans and other borrowings as defined above, gross debt at 31 March 2007 was £8,943 million (2006: £9,685 million).
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Reconciliation of movement in net debt |
|||||||
Net debt at 1 April |
7,534 | 7,893 | |||||
Increase (decrease) in net debt resulting from cash flows |
219 | (199 | ) | ||||
Net debt assumed or issued on acquisitions |
11 | | |||||
Currency movements |
124 | (75 | ) | ||||
Other non-cash movements |
26 | (85 | ) | ||||
|
|
||||||
Net debt at 31 March |
7,914 | 7,534 | |||||
|
|
BT Group plc Annual Report & Form 20-F 101
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|||||||||
Cash
generated from operations before taxation |
5,245 | 5,777 | 5,906 | |||||||
Income
taxes paid, net of repayments |
(35 | ) | (390 | ) | (332 | ) | ||||
|
|
|||||||||
Net
cash inflow from operating activities |
5,210 | 5,387 | 5,574 | |||||||
Included
in cash flows from investing activities |
||||||||||
Net
purchase of property, plant and equipment, computer software and licences |
(3,209 | ) | (2,874 | ) | (2,945 | ) | ||||
Net
(purchase) sale of non current financial assets |
(3 | ) | (1 | ) | 537 | |||||
Dividends
received from associates and joint ventures |
6 | 1 | 2 | |||||||
Interest
received |
147 | 185 | 374 | |||||||
Included
in cash flows from financing activities |
||||||||||
Interest
paid |
(797 | ) | (1,086 | ) | (1,260 | ) | ||||
|
|
|||||||||
Free
cash flow |
1,354 | 1,612 | 2,282 | |||||||
|
|
Goodwill | Telecommunication licences and other | Brands, customer lists, and relationships | Computer software |
a | Total | |||||||||||
£m | £m | £m | £m | £m | ||||||||||||
At 1 April 2005 |
404 | 197 | 84 | 1,160 | 1,845 | |||||||||||
Additions |
| | | 592 | 592 | |||||||||||
Disposals and adjustments |
| | | 8 | 8 | |||||||||||
Exchange differences |
18 | 8 | | 8 | 34 | |||||||||||
Acquisitions through business combinations |
121 | 1 | 22 | 16 | 160 | |||||||||||
At 1 April 2006 |
543 | 206 | 106 | 1,784 | 2,639 | |||||||||||
Additions |
| | | 807 | 807 | |||||||||||
Disposals and adjustments |
| (15 | ) | | (104 | ) | (119 | ) | ||||||||
Exchange differences |
(20 | ) | (10 | ) | | (12 | ) | (42 | ) | |||||||
Acquisitions through business combinations |
296 | 4 | 12 | 12 | 324 | |||||||||||
At 31 March 2007 |
819 | 185 | 118 | 2,487 | 3,609 | |||||||||||
Amortisation |
||||||||||||||||
At 1 April 2005 |
51 | | 415 | 466 | ||||||||||||
Charge for the year |
9 | 11 | 230 | 250 | ||||||||||||
Acquisitions |
| | 15 | 15 | ||||||||||||
Disposals and adjustments |
| | (8 | ) | (8 | ) | ||||||||||
Exchange differences |
2 | | 6 | 8 | ||||||||||||
At 1 April 2006 |
62 | 11 | 658 | 731 | ||||||||||||
Charge for the year |
11 | 13 | 360 | 384 | ||||||||||||
Acquisitions |
1 | | 7 | 8 | ||||||||||||
Disposals and adjustments |
(8 | ) | | (73 | ) | (81 | ) | |||||||||
Exchange differences |
(7 | ) | | (10 | ) | (17 | ) | |||||||||
At 31 March 2007 |
59 | 24 | 942 | 1,025 | ||||||||||||
Carrying amount |
||||||||||||||||
At 31 March 2007 |
819 | 126 | 94 | 1,545 | 2,584 | |||||||||||
At 31 March 2006 |
543 | 144 | 95 | 1,126 | 1,908 | |||||||||||
a | Includes additions in 2007 of £741 million (2006: £544 million) in respect of internally developed computer software. |
102 BT Group plc Annual Report & Form 20-F
Impairment tests of goodwill
During the 2007 financial year the group made a number of acquisitions. INS, Counterpane and I3IT have been fully integrated into BT Global Services, which is considered to be the relevant cash generating unit (CGU). The group also acquired dabs.com and PlusNet, for which the relevant CGUs are considered to be
the Enterprises and Consumer divisions of BT Retail, respectively. In addition, the group reorganised its structure with effect from 1 April 2006 such that the Irish operations were transferred from BT Global Services to BT Retail and BT Ireland now also represents a separate CGU. For the purposes of goodwill impairment
testing, the group therefore had four relevant CGUs at 31 March 2007. These are the smallest identifiable groups of assets that generate cash inflows that have goodwill and are largely independent of the cash inflows from other assets or groups of assets.
Goodwill is allocated to the groups CGUs as follows:
BT Retail | ||||||||||||||||
BT Global Services | Consumer | Enterprises | BT Ireland | Total | ||||||||||||
£m | £m | £m | £m | £m | ||||||||||||
At 1 April 2005 |
360 | | 37 | 7 | 404 | |||||||||||
Acquisition through business combinations |
111 | | 1 | 9 | 121 | |||||||||||
Exchange differences |
17 | | 1 | | 18 | |||||||||||
At 1 April 2006 |
488 | | 39 | 16 | 543 | |||||||||||
Acquisition through business combinations |
223 | 57 | 16 | | 296 | |||||||||||
Exchange differences |
(20 | ) | | | | (20 | ) | |||||||||
At 31 March 2007 |
691 | 57 | 55 | 16 | 819 | |||||||||||
The recoverable amount of each CGU is based on value in use calculations. These are determined using cash flow projections derived from financial budgets approved by the board covering a four year period. They reflect managements expectation of revenue growth, operating costs and margin for each CGU based on
past experience. Cash flows beyond the four year period have been extrapolated using estimated terminal growth rates ranging from 0% to 2%. These rates have been determined with regard to projected growth rates for the specific markets in which the CGU participates and are not considered to exceed the long term
average growth rates for those markets. Discount rates applied to the cash flow forecasts are derived from the groups pre-tax weighted average cost of capital for regulated and non-regulated products. The discount rates applied range from 10.0% to 11.4%.
The forecasts are most sensitive to changes in projected revenue growth rates in the first four years of the forecast period. However there is significant headroom and based on the sensitivity analysis performed we have concluded that no reasonably possible changes in the base case assumptions would cause the
carrying amount of the CGUs to exceed their recoverable amount.
BT Group plc Annual Report & Form 20-F 103
Consolidated financial statements Notes to the consolidated financial statements
Land and buildings |
a,b | Network infrastructure and equipment |
b | Other | c | Assets in course of construction |
Total | |||||||||
£m | £m | £m | £m | £m | ||||||||||||
Cost |
||||||||||||||||
At 1 April 2005 |
1,065 | 34,957 | 2,189 | 763 | 38,974 | |||||||||||
Additions |
17 | 263 | 247 | 2,038 | 2,565 | |||||||||||
Acquisition through business combinations |
23 | 265 | 33 | 2 | 323 | |||||||||||
Transfers |
50 | 1,802 | 15 | (1,867 | ) | | ||||||||||
Exchange differences |
4 | 71 | 14 | | 89 | |||||||||||
Disposals and adjustments |
(39 | ) | (1,447 | ) | (310 | ) | (41 | ) | (1,837 | ) | ||||||
At 31 March 2006 |
1,120 | 35,911 | 2,188 | 895 | 40,114 | |||||||||||
Additions |
19 | 296 | 210 | 1,936 | 2,461 | |||||||||||
Acquisition through business combinations |
4 | 13 | 11 | | 28 | |||||||||||
Transfers |
57 | 1,767 | 9 | (1,833 | ) | | ||||||||||
Exchange differences |
(10 | ) | (107 | ) | (20 | ) | (4 | ) | (141 | ) | ||||||
Disposals and adjustments |
(75 | ) | (1,031 | ) | (178 | ) | 19 | (1,265 | ) | |||||||
At 31 March 2007 |
1,115 | 36,849 | 2,220 | 1,013 | 41,197 | |||||||||||
Accumulated depreciation |
||||||||||||||||
At 1 April 2005 |
371 | 21,865 | 1,544 | | 23,780 | |||||||||||
Charge for the year |
58 | 2,353 | 223 | | 2,634 | |||||||||||
Acquisition through business combinations |
14 | 200 | 28 | | 242 | |||||||||||
Exchange differences |
1 | 44 | 10 | | 55 | |||||||||||
Disposals and adjustments |
(32 | ) | (1,479 | ) | (251 | ) | | (1,762 | ) | |||||||
At 31 March 2006 |
412 | 22,983 | 1,554 | | 24,949 | |||||||||||
Charge for the year |
49 | 2,307 | 180 | | 2,536 | |||||||||||
Acquisition through business combinations |
2 | 7 | 7 | | 16 | |||||||||||
Exchange differences |
(5 | ) | (64 | ) | (14 | ) | | (83 | ) | |||||||
Disposals and adjustments |
(32 | ) | (1,000 | ) | (150 | ) | | (1,182 | ) | |||||||
At 31 March 2007 |
426 | 24,233 | 1,577 | | 26,236 | |||||||||||
Carrying amount |
||||||||||||||||
At 31 March 2007 |
689 | 12,616 | 643 | 1,013 | 14,961 | |||||||||||
Engineering stores |
| | | 36 | 36 | |||||||||||
Total at 31 March 2007 |
689 | 12,616 | 643 | 1,049 | 14,997 | |||||||||||
At 31 March 2006 |
708 | 12,928 | 634 | 895 | 15,165 | |||||||||||
Engineering stores |
| | | 57 | 57 | |||||||||||
Total at 31 March 2006 |
708 | 12,928 | 634 | 952 | 15,222 | |||||||||||
2007 | 2006 | ||||||
£m | £m | ||||||
aThe carrying amount of land and buildings, including leasehold improvements, comprised: |
|||||||
Freehold |
254 | 311 | |||||
Long leases (over 50 years unexpired) |
131 | 136 | |||||
Short leases |
304 | 261 | |||||
Total land and buildings |
689 | 708 | |||||
b | The carrying amount of the groups property, plant and equipment includes an amount of £353 million (2006: £460 million) in respect of assets held under finance leases. The depreciation charge on those assets for the year ended 31 March 2007 was £116 million (2006: £134 million). |
c | Other mainly comprises motor vehicles and computers. |
104 BT Group plc Annual Report & Form 20-F
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Additions to property, plant and equipment comprised: |
|||||||
Land and buildings |
61 | 68 | |||||
Network infrastructure and equipment |
|||||||
Transmission equipment |
1,209 | 1,429 | |||||
Exchange equipment |
118 | 80 | |||||
Other network equipment |
854 | 727 | |||||
Other |
|||||||
Computers and office equipment |
149 | 138 | |||||
Motor vehicles and other |
70 | 123 | |||||
|
|
|
|
|
|
|
|
Total additions to property, plant and equipment |
2,461 | 2,565 | |||||
Decrease in engineering stores |
(21 | ) | (15 | ) | |||
|
|
|
|
|
|
|
|
Total additions |
2,440 | 2,550 | |||||
|
|
|
|
|
|
|
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Non current assets |
|||||||
Available-for-sale |
14 | 9 | |||||
Loans and receivables |
13 | 8 | |||||
|
|
||||||
27 | 17 | ||||||
|
|
||||||
Current assets |
|||||||
Available-for-sale |
| 2 | |||||
Held for trading |
| 348 | |||||
Loans and receivables |
3 | 15 | |||||
|
|
||||||
|
3 | 365 | |||||
|
|
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Available-for-sale |
|||||||
At 1 April |
11 | 1,156 | |||||
Additions |
7 | 195 | |||||
Transfer from associates and joint ventures |
| 86 | |||||
Revaluation surplus transfer to equity |
| 35 | |||||
Disposals |
(4 | ) | (1,461 | ) | |||
|
|
||||||
At 31 March |
14 | 11 | |||||
|
|
||||||
Less: Non current available-for-sale assets |
14 | 9 | |||||
|
|
||||||
Current available-for-sale assets |
| 2 | |||||
|
|
Available-for-sale financial assets consist mainly of listed corporate debt securities and notes denominated in sterling.
BT Group plc Annual Report & Form 20-F 105
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Held for trading |
|||||||
US Government debt securities |
| 51 | |||||
US Corporate debt securities |
| 297 | |||||
|
|
|
|
|
|
|
|
|
| 348 | |||||
|
|
|
|
|
|
|
The investments included above represent listed short term debt securities with quoted market prices. The group has not designated any financial assets that are not classified as held for trading as financial assets at fair value through the income statement.
Loans and receivables
Loans and receivable financial assets mainly consist of term deposits, fixed term loans and other fixed term debt securities mainly denominated in sterling with a fixed coupon and in certain instances options for early redemption.
15.
ASSOCIATES AND JOINT VENTURES
The groups share of the assets, liabilities, revenue and expenses of its interest in associates and joint ventures, at 31 March, was as follows:
Associates | Joint ventures | 2007 Total |
Associates | Joint ventures | 2006 Total |
||||||||||||||
£m | £m | £m | £m | £m | £m | ||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Non current assets |
16 | 3 | 19 | 20 | 3 | 23 | |||||||||||||
Current assets |
74 | 6 | 80 | 46 | 1 | 47 | |||||||||||||
Current liabilities |
(29 | ) | (3 | ) | (32 | ) | (21 | ) | (1 | ) | (22 | ) | |||||||
|
|
|
|
|
|
|
|
||||||||||||
Share of net assets |
61 | 6 | 67 | 45 | 3 | 48 | |||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Revenue |
137 | 14 | 151 | 74 | 113 | 187 | |||||||||||||
Expenses |
(113 | ) | (21 | ) | (134 | ) | (59 | ) | (108 | ) | (167 | ) | |||||||
Taxation |
(2 | ) | | (2 | ) | (1 | ) | (3 | ) | (4 | ) | ||||||||
|
|
|
|
|
|
|
|
||||||||||||
Share of post tax results |
22 | (7 | ) | 15 | 14 | 2 | 16 | ||||||||||||
|
|
|
|
|
|
|
|
Associates | Joint ventures | Total | ||||||||
£m | £m | £m | ||||||||
At 1 April 2005 |
28 | 74 | 102 | |||||||
Share of post tax profit |
13 | 3 | 16 | |||||||
Acquisitions |
2 | 6 | 8 | |||||||
Disposals |
| (86 | ) | (86 | ) | |||||
Translation differences and other |
2 | 6 | 8 | |||||||
At 1 April 2006 |
45 | 3 | 48 | |||||||
Share of post tax profit (loss) |
22 | (7 | ) | 15 | ||||||
Dividends received |
(5 | ) | (1 | ) | (6 | ) | ||||
Acquisitions |
3 | 4 | 7 | |||||||
Disposals |
(1 | ) | | (1 | ) | |||||
Translation differences and other |
(3 | ) | 7 | 4 | ||||||
At 31 March 2007 |
61 | 6 | 67 | |||||||
During the 2007 financial year, the group disposed of 6% of its equity interest in its associate Tech Mahindra, resulting in a profit on disposal of £22 million. At 31 March 2007, the fair value of the groups investments in associates and joint ventures for which published price quotations are available was £702 million (2006: £nil). During the 2006 financial year, the LG Telecom joint venture (carrying value £86 million), was transferred to available-for-sale assets in connection with the early redemption of the groups US dollar convertible 2008 bond. Details of the groups principal associate at 31 March 2007 are set out on page 148.
106 BT Group plc Annual Report & Form 20-F
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Current |
|||||||
Trade receivables |
1,592 | 1,662 | |||||
Prepayments |
922 | 686 | |||||
Accrued income |
1,284 | 1,254 | |||||
Other debtors |
275 | 292 | |||||
|
|
||||||
|
4,073 | 3,894 | |||||
|
|
Trade receivables are stated after deducting £280 million (2006: £315 million) for doubtful debts. The amount charged to the income statement for doubtful debts for the year ended 31 March 2007 was £117 million (2006: £170 million, 2005: £150 million).
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
||||||
Non current |
|||||||
Other assetsa |
523 | 305 | |||||
|
|
a | Represents costs relating to the initial set up, transition or transformation phase of long term networked IT services contracts. |
17. LOANS AND OTHER BORROWINGS
2007 £m |
2006 £m |
||||||
|
|
||||||
US dollar 9.125% (2006: 8.875%) notes 2030 (minimum 8.625%a)b |
1,398 | 1,580 | |||||
Sterling 5.75% bonds 2028 |
608 | 607 | |||||
Sterling 3.5% indexed linked notes 2025 |
301 | 291 | |||||
Sterling 8.625% bonds 2020 |
297 | 297 | |||||
Sterling 8.0% (2006: 7.75%) notes 2016 (minimum 7.5%a) |
712 | 709 | |||||
Euro 7.375% (2006: 7.125%) notes 2011 (minimum 6.875%a)b |
768 | 790 | |||||
US dollar 8.625% (2006: 8.375%) notes 2010 (minimum 8.125%a)b |
1,515 | 1,713 | |||||
US dollar 8.765% bonds 2009c |
108 | 120 | |||||
US dollar 7% notes 2007c |
542 | 624 | |||||
Sterling 7.375% notes 2006 (minimum 7.125%a) |
| 409 | |||||
|
|
||||||
Total listed bonds, debentures and notes |
6,249 | 7,140 | |||||
|
|
||||||
Finance leases |
567 | 845 | |||||
|
|
|
|
||||
Commercial paperb,d |
794 | 472 | |||||
Sterling bank loans due 2007-2009 (average effective interest rate 10.4% (2006: 9.7%)) |
147 | 240 | |||||
Sterling floating rate note 2007-2009 (average effective interest rate 4.3% (2006: 4.1%)) |
42 | 49 | |||||
Sterling floating rate loan 2007-2009 (average effective interest rate 5.5% (2006: 4.6%)) |
724 | 1,003 | |||||
Preference shares |
| 5 | |||||
Other loans 2007-2010 |
16 | | |||||
Bank overdrafts (of which £49 million (2006: £171 million) had a legally enforceable right of set off see note 9) |
51 | 181 | |||||
|
|
||||||
Total other loans and borrowings |
1,774 | 1,950 | |||||
|
|
||||||
Total loans and other borrowings |
8,590 | 9,935 | |||||
|
|
a | The interest rate payable on these notes will be subject to adjustment from time to time if either Moodys or Standard and Poors (S&P) reduces the rating ascribed to the groups senior unsecured debt below A3 in the case of Moodys or below A minus in the case of S&P. In this event, the interest rate payable on the notes and the spread applicable to the floating notes will be increased by 0.25% for each ratings category adjustment by each rating agency. In addition, if Moodys or S&P subsequently increase the ratings ascribed to the groups senior unsecured debt, then the interest rate then payable on notes and the spread applicable to the
floating notes will be decreased by 0.25% for each rating category upgrade by each rating agency, but in no event will the interest rate be reduced below the minimum interest rate reflected in the above table. |
b | Hedged in a designated cash flow hedge. |
c | Hedged in a designated cash flow and fair value hedge. |
d | Commercial paper is denominated in sterling (2007: £25 million, 2006: £35 million), US dollar (2007: £nil, 2006: £66 million) and euro (2007: £769 million, 2006: £371 million). |
BT Group plc Annual Report & Form 20-F 107
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | ||||||||||||||||||
Carrying amount £m |
Effect of hedging and interest £m |
a |
Principal repayments at hedged rates £m |
Carrying amount £m |
Effect of hedging and interest £m |
a |
Principal repayments at hedged rates £m |
||||||||||||
|
|
||||||||||||||||||
Repayments fall due as follows: |
|||||||||||||||||||
Within one year, or on demand |
2,203 | (132 | ) | 2,071 | 1,940 | (190 | ) | 1,750 | |||||||||||
Between one and two years |
330 | 1 | 331 | 1,182 | (3 | ) | 1,179 | ||||||||||||
Between two and three years |
340 | 21 | 361 | 337 | | 337 | |||||||||||||
Between three and four years |
2,250 | 271 | 2,521 | 369 | 8 | 377 | |||||||||||||
Between four and five years |
12 | | 12 | 2,467 | 55 | 2,522 | |||||||||||||
After five years |
3,454 | 242 | 3,696 | 3,628 | 63 | 3,691 | |||||||||||||
Total due for repayment after more than one year |
6,386 | 535 | 6,921 | 7,983 | 123 | 8,106 | |||||||||||||
|
|
||||||||||||||||||
Total repayments |
8,589 | 403 | 8,992 | 9,923 | (67 | ) | 9,856 | ||||||||||||
Fair value adjustments for hedged risk |
1 | 12 | |||||||||||||||||
|
|
||||||||||||||||||
Total loans and other borrowings |
8,590 | 9,935 | |||||||||||||||||
|
|
|
|
|
|
|
|
a | Adjustment for hedging and interest reflects the impact of the currency element of derivatives and adjusts the repayments to exclude interest recognised in the carrying amount. |
Minimum lease payments | Repayment of outstanding lease obligations |
||||||||||||
2007 | 2006 | 2007 | 2006 | ||||||||||
£m | £m | £m | £m | ||||||||||
Amounts payable under finance leases: |
|||||||||||||
Within one year |
329 | 361 | 303 | 318 | |||||||||
In the second to fifth years inclusive |
123 | 391 | 56 | 316 | |||||||||
After five years |
415 | 430 | 208 | 211 | |||||||||
867 | 1,182 | 567 | 845 | ||||||||||
Less: future finance charges |
(300 | ) | (337 | ) | | | |||||||
Total finance lease obligations |
567 | 845 | 567 | 845 | |||||||||
The groups obligations under finance leases are secured by the lessors title to the leased assets.
18.
DERIVATIVE FINANCIAL INSTRUMENTS
2007 | 2006 | ||||||||||||
Assets £m |
Liabilities £m |
Assets £m |
Liabilities £m |
||||||||||
|
|
|
|
|
|
|
|
||||||
Interest rate swaps cash flow hedge |
15 | 234 | | 405 | |||||||||
Other interest rate swaps |
11 | 240 | 49 | 304 | |||||||||
Cross currency swaps cash flow hedge |
10 | 755 | 20 | 417 | |||||||||
Cross currency swaps fair value hedge |
| 78 | 12 | 16 | |||||||||
Forward foreign exchange contracts cash flow hedge |
16 | 3 | 7 | 5 | |||||||||
Other forward foreign exchange contracts |
| | | 3 | |||||||||
Embedded derivatives options |
| | | 2 | |||||||||
|
|
|
|
|
|
|
|
||||||
52 | 1,310 | 88 | 1,152 | ||||||||||
|
|
|
|
|
|
|
|
||||||
Analysed as: |
|||||||||||||
Current |
27 | 318 | 69 | 332 | |||||||||
Non current |
25 | 992 | 19 | 820 | |||||||||
|
|
|
|
|
|
|
|
||||||
52 | 1,310 | 88 | 1,152 | ||||||||||
|
|
|
|
|
|
|
|
Details of hedges in which the derivative financial instruments are utilised are disclosed in note 33.
108 BT Group plc Annual Report & Form 20-F
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
|
|
|
|
|
|
Current |
|||||||
Trade payables |
3,717 | 3,466 | |||||
Other taxation and social security |
473 | 521 | |||||
Other creditors |
939 | 945 | |||||
Accrued expenses |
519 | 488 | |||||
Deferred income |
1,071 | 1,120 | |||||
|
|
|
|
|
|
|
|
6,719 | 6,540 | ||||||
|
|
|
|
|
|
|
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
|
|
|
|
||
Non current |
|||||||
Other creditors |
553 | 445 | |||||
Deferred income |
37 | 40 | |||||
|
|
|
|
|
|
|
|
590 | 485 | ||||||
|
|
|
|
|
|
Non current payables relate to operating lease liabilities and deferred gains on a prior period sale and finance leaseback transaction.
Property provisions |
a | Other provisions |
b | Total | ||||||
£m | £m | £m | ||||||||
At 1 April 2006 |
226 | 105 | 331 | |||||||
Charged to the income statementc |
85 | 30 | 115 | |||||||
Unwind of discount |
3 | | 3 | |||||||
Utilised in the year |
(74 | ) | (50 | ) | (124 | ) | ||||
|
||||||||||
At 31 March 2007 |
240 | 85 | 325 | |||||||
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
|
|
|
|
|
|
Analysed
as: |
|||||||
Current |
100 | 70 | |||||
Non
current |
225 | 261 | |||||
|
|
|
|
|
|
|
|
325 | 331 | ||||||
|
|
|
|
|
|
|
a | Property provisions comprise amounts provided for obligations to complete nearly finished new properties and remedial work to be undertaken on properties and the onerous lease provision on rationalisation of the groups property portfolio. The provisions will be utilised over the remaining lease periods, which range from 1 to 24 years. |
b | Other provisions include amounts provided for legal or constructive obligations arising from insurance claims and litigation which will be utilised as the obligations are settled. Also included are amounts provided for the estimated incremental and directly attributable costs arising from the groups obligation to set up Openreach, which will be utilised over one year. |
c | Includes specific items of £64 million for property rationalisation costs and £30 million relating to the estimated incremental and directly attributable costs arising from the groups obligation to set up Openreach and meet the requirements of the Undertakings, see note 4. |
BT Group plc Annual Report & Form 20-F 109
Consolidated financial statements Notes to the consolidated financial statements
21. DEFERRED TAXATION
Excess capital allowances £m |
Retirement benefit obligations £m |
Share based payments £m |
Other £m |
Total £m |
|||||||||||
At 1 April 2005 |
1,968 | (1,434 | ) | (7 | ) | (518 | ) | 9 | |||||||
Charge (credit) to income statement |
(16 | ) | 41 | (13 | ) | 132 | 144 | ||||||||
Charge (credit) to equity |
| 629 | (5 | ) | (36 | ) | 588 | ||||||||
At 31 March 2006 |
1,952 | (764 | ) | (25 | ) | (422 | ) | 741 | |||||||
Deferred tax (asset) |
| (764 | ) | | | (764 | ) | ||||||||
Deferred tax liability |
1,952 | | (25 | ) | (422 | ) | 1,505 | ||||||||
At 31 March 2006 |
1,952 | (764 | ) | (25 | ) | (422 | ) | 741 | |||||||
Charge (credit) to income statement |
144 | 223 | (33 | ) | 75 | 409 | |||||||||
Charge (credit) to equity |
| 424 | (70 | ) | 62 | 416 | |||||||||
At 31 March 2007 |
2,096 | (117 | ) | (128 | ) | (285 | ) | 1,566 | |||||||
Deferred tax (asset) |
| (117 | ) | | | (117 | ) | ||||||||
Deferred tax liability |
2,096 | | (128 | ) | (285 | ) | 1,683 | ||||||||
At 31 March 2007 |
2,096 | (117 | ) | (128 | ) | (285 | ) | 1,566 | |||||||
At 31 March 2007, £117 million (2006: £764 million) of the deferred tax asset of £117 million (2006: £764 million) is expected to be recovered after more than twelve months. At 31 March 2007, £1,683 million (2006: £1,505 million) of the deferred tax liability of £1,683 million (2006: £1,505 million) is
expected to be settled after more than twelve months.
At 31 March 2007 the group had operating losses, capital losses and other temporary differences carried forward in respect of which no deferred tax assets were recognised amounting to £21.1 billion (2006: £21.8 billion). The groups capital losses and other temporary differences have no expiry date restrictions.
The expiry date of operating losses carried forward is dependent upon the tax law of the various territories in which the losses arise. A summary of expiry dates for losses in respect of which restrictions apply is set out below:
Territory | 2007 £m |
Expiry of losses |
||||
Restricted losses: |
||||||
Americas |
218 | 2012-2027 | ||||
Europe |
1,226 | 2007-2022 | ||||
|
|
|
|
|
|
|
Total restricted losses |
1,444 | |||||
|
|
|
|
|
|
|
Unrestricted losses: |
||||||
Operating losses |
1,026 | No expiry | ||||
Capital losses |
17,595 | No expiry | ||||
Other |
1,044 | No expiry | ||||
|
|
|
|
|
|
|
Total unrestricted losses |
19,665 | |||||
|
|
|
|
|
|
|
Total |
21,109 | |||||
|
|
|
|
|
|
At the balance sheet date, the undistributed earnings of overseas subsidiaries was £9.3 billion (2006: £8.6 billion). No deferred tax liabilities have been recognised in respect of those unremitted earnings because the group is in a position to control the timing of the reversal of these temporary differences and it is probable that such differences will not reverse in the foreseeable future. Temporary differences arising in connection with interests in associates and joint ventures for which deferred tax liabilities have not been recognised are insignificant.
110 BT Group plc Annual Report & Form 20-F
2007 | 2006 | |||||
£m | £m | |||||
|
|
|
|
|
|
|
At 1 April |
52 | 50 | ||||
Share of profits |
2 | 1 | ||||
Disposal |
(15 | ) | | |||
Minority share of dividend paid |
(3 | ) | | |||
Exchange adjustments |
(2 | ) | 1 | |||
|
|
|
|
|
|
|
At 31 March |
34 | 52 | ||||
|
|
|
|
|
|
2007 | 2006 | 2005 | |||||||
£m | £m | £m | |||||||
|
|
|
|
|
|
||||
Total equity at 1 April |
1,607 | 95 | (1,039 | ) | |||||
Transition to IAS 32 and IAS 39 |
| (209 | ) | | |||||
Profit for the year |
2,850 | 1,548 | 1,829 | ||||||
Dividends |
(1,053 | ) | (912 | ) | (786 | ) | |||
Share based payments |
71 | 65 | 20 | ||||||
Issue of shares |
24 | 4 | 1 | ||||||
Net purchase of treasury shares |
(284 | ) | (344 | ) | (176 | ) | |||
Exchange differences on translation |
(93 | ) | 24 | 27 | |||||
Actuarial gains |
1,409 | 2,122 | 294 | ||||||
Net fair value movements on cash flow hedges |
163 | (200 | ) | | |||||
Tax on items taken directly to equity |
(404 | ) | (588 | ) | (79 | ) | |||
Minority interest |
(18 | ) | 2 | 4 | |||||
|
|
|
|
|
|
||||
Net movement in equity |
2,665 | 1,512 | 1,134 | ||||||
|
|
|
|
|
|
||||
Total equity at 31 March |
4,272 | 1,607 | 95 | ||||||
|
|
|
|
|
|
Share capital | a | Share premium | b | |||
£m | £m | |||||
Balances at 31 March 2005 |
432 | 3 | ||||
Arising on share issues |
| 4 | ||||
Balances at 31 March 2006 |
432 | 7 | ||||
Arising on share issues |
| 24 | ||||
Balances at 31 March 2007 |
432 | 31 | ||||
a | The authorised share capital of the company throughout the years ended 31 March 2007 and 2006 was £13,463 million representing 269,260,253,468 ordinary shares of 5p each. |
The allotted, called up and fully paid ordinary share capital of the company at 31 March 2007 was £432 million (2006: £432 million), representing 8,640,654,852 ordinary shares of 5p each (2006: 8,635,377,801). Of the authorised but unissued share capital at 31 March 2007, 21 million ordinary shares (2006: 26 million) were reserved to meet options granted under employee share option schemes. |
b | The share premium account, representing the premium on allotment of shares is not available for distribution. |
BT Group plc Annual Report & Form 20-F 111
Consolidated financial statements Notes to the consolidated financial statements
25. OTHER RESERVES AND RETAINED EARNINGS
Treasury shares |
a | Cash flow reserve |
b | Available-for -sale reserve |
c | Translation reserve |
d | Merger and other reserves |
e | Total other reserves |
Retained earnings |
||||||||||
£m | £m | £m | £m | £m | £m | £m | |||||||||||||||
At 1 April 2004 |
(80 | ) | | | | 998 | 918 | (2,439 | ) | ||||||||||||
Profit for the year |
| | | | | | 1,829 | ||||||||||||||
Foreign exchange adjustments |
| | | 27 | | 27 | | ||||||||||||||
Share based payments |
| | | | | | 20 | ||||||||||||||
Dividends |
| | | | | | (786 | ) | |||||||||||||
Net purchase of treasury shares |
(176 | ) | | | | | (176 | ) | | ||||||||||||
Actuarial gain |
| | | | | | 294 | ||||||||||||||
Tax on items taken directly to equity |
| | | (7 | ) | | (7 | ) | (72) | ||||||||||||
At 31 March 2005 |
(256 | ) | | | 20 | 998 | 762 | (1,154 | ) | ||||||||||||
Transition to IAS 32 and IAS 39f |
| 77 | | | | 77 | (286 | ) | |||||||||||||
At 1 April 2005 |
(256 | ) | 77 | | 20 | 998 | 839 | (1,440 | ) | ||||||||||||
Profit for the year |
| | | | | | 1,548 | ||||||||||||||
Foreign exchange adjustments |
| | | 53 | | 53 | | ||||||||||||||
Share based payments |
| | | | | | 65 | ||||||||||||||
Dividends |
| | | | | | (912 | ) | |||||||||||||
Net purchase of treasury shares |
(344 | ) | | | | | (344 | ) | | ||||||||||||
Actuarial gain |
| | | | | | 2,122 | ||||||||||||||
Net fair value gains on cash flow hedges |
| 4 | | | | 4 | | ||||||||||||||
Gains on available-for-sale investments |
| | 35 | | | 35 | | ||||||||||||||
Fair value loss on net investment hedge |
| | | (20 | ) | | (20 | ) | | ||||||||||||
Recognised in income and expense in the year |
| (204 | ) | (35 | ) | (9 | ) | | (248 | ) | | ||||||||||
Tax on items taken directly to equity |
| 45 | | | | 45 | (633 | ) | |||||||||||||
At 1 April 2006 |
(600 | ) | (78 | ) | | 44 | 998 | 364 | 750 | ||||||||||||
Profit for the year |
| | | | | | 2,850 | ||||||||||||||
Foreign exchange adjustments |
| | | (93 | ) | | (93 | ) | | ||||||||||||
Share based payments |
| | | | | | 71 | ||||||||||||||
Dividends |
| | | | | | (1,053 | ) | |||||||||||||
Net purchase of treasury shares |
(284 | ) | | | | | (284 | ) | | ||||||||||||
Actuarial gain |
| | | | | | 1,409 | ||||||||||||||
Net fair value losses on cash flow hedges |
| (201 | ) | | | | (201 | ) | | ||||||||||||
Recognised in income and expense in the year |
| 364 | | | | 364 | | ||||||||||||||
Tax on items taken directly to equity |
| (62 | ) | | | | (62 | ) | (342 | ) | |||||||||||
At 31 March 2007 |
(884 | ) | 23 | | (49 | ) | 998 | 88 | 3,685 | ||||||||||||
a | During the year ended 31 March 2007 the company repurchased 147,550,000 (2006: 165,772,145, 2005: 101,280,000) of its own shares of 5p each representing 2% of the called-up share capital, for consideration (including transaction costs) of £404 million (2006: £365 million, 2005: £195 million). In addition, 66,719,600 shares (2006: 10,221,961, 2005: 11,131,503) were issued from treasury to satisfy obligations under employee share schemes at a cost of £120 million (2006: £21 million, 2005: £19 million). At 31 March 2007, 370,877,631 shares (2006: 290,047,231) shares with an aggregate nominal value of £19 million are held as treasury shares at cost. |
b | The cash flow reserve is used to record the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. |
c | The available-for-sale reserve is used to record the cumulative fair value gains and losses on available-for-sale financial assets. The cumulative gains and losses are recycled to the income statement on disposal of the assets. The gross gain in the period amounted to £nil (2006: £35 million). |
d | The translation reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation. |
e | The merger reserve arose on the group reorganisation that occurred in November 2001 and represents the difference between the nominal value of shares in the new parent company, BT Group plc, and the share capital, share premium and capital redemption reserve of the prior parent company, British Telecommunications plc. Other reserves included within this caption relate primarily to unrealised gains and losses on the transfer of assets and group undertakings to a joint venture. |
f | The total impact on reserves of the IAS 32 and IAS 39 transitional adjustment is a charge of £209 million. |
112 BT Group plc Annual Report & Form 20-F
26. RELATED PARTY TRANSACTIONS
Amounts paid to the groups retirement benefit plans are set out in note 29. There were a number of transactions during the year between the company and its subsidiary undertakings, which are eliminated on consolidation and therefore not disclosed.
Key management personnel are deemed to be the members of the Operating Committee which include the companys executive directors. It is this committee which has responsibility for planning, directing and controlling the activities of the group. Key management personnel compensation, is shown in the table
below:
2007 | 2006 | 2005 | |||||||
£m | £m | £m | |||||||
|
|
|
|
|
|
||||
Salaries and short-term benefits |
6.5 | 5.8 | 5.2 | ||||||
Post employment benefits |
1.4 | 1.9 | 1.1 | ||||||
Share based payments |
3.2 | 2.6 | 1.8 | ||||||
|
|
|
|
|
|
||||
11.1 | 10.3 | 8.1 | |||||||
|
|
|
|
|
|
More detailed information concerning
directors remuneration, shareholdings, pension entitlements, share options
and other long-term incentive plans is shown in the audited part of the Report
on directors remuneration, which forms part of the financial statements.
During the 2007 financial year, the group purchased services in the normal course of business and on an arms length basis from its associate Tech Mahindra Limited. The value of services purchased was £178 million (2006: £105 million) and the amounts outstanding and payable for services at 31 March 2007 was
£97 million (2006: £59 million).
27. FINANCIAL COMMITMENTS AND CONTINGENT LIABILITIES
Capital expenditure contracted for at the balance sheet date but not yet incurred was:
2007 | 2006 | |||||
£m | £m | |||||
|
|
|
|
|||
Property, plant and equipment and software |
779 | 754 | ||||
|
|
|
|
Future minimum operating lease payments for the group were as follows:
2007 | 2006 | |||||
£m | £m | |||||
Payable in the year ending 31 March: |
||||||
2007 |
| 474 | ||||
2008 |
479 | 449 | ||||
2009 |
449 | 439 | ||||
2010 |
433 | 429 | ||||
2011 |
421 | 414 | ||||
2012 |
408 | 402 | ||||
Thereafter |
7,367 | 7,175 | ||||
|
|
|
|
|||
Total future minimum operating lease payments |
9,557 | 9,782 | ||||
|
|
|
|
Operating lease commitments were mainly in respect of land and buildings. Leases have an average term of 24 years and rentals are fixed for an average of 24 years.
At 31 March 2007, other than disclosed below, there were no contingent liabilities or guarantees other than those arising in the ordinary course of the groups business and on these no material losses are anticipated. The group has insurance cover to certain limits for major risks on property and major claims in
connection with legal liabilities arising in the course of its operations. Otherwise, the group generally carries its own risks.
The group has provided guarantees relating to certain leases entered into by O2 UK Limited prior to its demerger with O2 on 19 November 2001. O2 plc has given BT a counterindemnity for these guarantees. The maximum likely exposure is US$82 million (2006: US$72 million), approximately £39 million (2006:
£42 million) as at 31 March 2007, although this could increase by a further US$486 million (2006: US$545 million), approximately £248 million (2006: £314 million) in the event of credit default in respect of amounts used to defease future lease obligations. The guarantee lasts until O2 UK Limited has discharged all
its obligations, which is expected to be when the lease ends on 30 January 2017.
The company does not believe there are any pending legal proceedings which would have a material adverse effect on the financial position or results of operations of the group.
There have been criminal proceedings in Italy against 21 defendants, including a former BT employee, in connection with the Italian UMTS auction. Blu, in which BT held a minority interest, participated in that auction process. On 20 July 2005, the former BT employee was found not culpable of the fraud charge brought by the
Rome Public Prosecutor. All the other defendents were also acquitted. The Public Prosecutor is in the process of appealing the courts decision. If the appeal is successful, BT could be held liable, with others, for any damages. The company has concluded that it would not be appropriate to make a provision in respect of any such
claim.
Following the European Commissions formal investigation into the way the UK government set BTs property rates and those paid by Kingston Communications, and whether the government complied with European Community treaty rules on state aid, the Commission concluded that no such state aid had been
granted. The Commissions decision has now been appealed, but the company continues to believe that any allegation of state aid is groundless, and that the appeal will not succeed.
BT Group plc Annual Report & Form 20-F 113
Consolidated financial statements Notes to the consolidated financial statements
28. ACQUISITIONS
Year ended 31 March 2007 | INS £m |
PlusNet £m |
Other £m |
Total £m |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of consideration | 133 | 66 | 144 | 343 | ||||||||
Less: fair value of net assets acquired | 12 | 9 | 40 | 61 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill arising | 121 | 57 | 104 | 282 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration: | ||||||||||||
Cash | 131 | 64 | 94 | 289 | ||||||||
Deferred consideration | 2 | 2 | 50 | 54 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | 133 | 66 | 144 | 343 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
The outflow of cash and cash equivalents is as follows: | ||||||||||||
Cash consideration | 131 | 64 | 94 | 289 | ||||||||
Less: cash acquired | 2 | 5 | 14 | 21 | ||||||||
|
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|
|
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|
|
129 | 59 | 80 | 268 | |||||||||
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|
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|
|
|
Year ended 31 March 2006 |
Atlanet £m |
Radianz £m |
Other £m |
Total £m |
||||||||
Fair value of consideration |
65 | 143 | 69 | 277 | ||||||||
Less: fair value of net assets acquireda |
21 | 104 | 17 | 142 | ||||||||
Goodwill arisinga |
44 | 39 | 52 | 135 | ||||||||
Consideration: |
||||||||||||
Cash |
58 | 120 | 52 | 230 | ||||||||
Deferred consideration |
7 | | 17 | 24 | ||||||||
Debt assumed |
| 23 | | 23 | ||||||||
Total |
65 | 143 | 69 | 277 | ||||||||
The outflow of cash and cash equivalents is as follows: |
||||||||||||
Cash consideration |
58 | 115 | 52 | 225 | ||||||||
Less: cash acquired |
5 | 44 | 11 | 60 | ||||||||
53 | 71 | 41 | 165 | |||||||||
a | The fair value of net assets acquired through the acquisition of Atlanet have been restated in the current financial year. For further details see Atlanet acquisition note. |
Year ended 31 March 2007
International Network Services
On 25 February 2007, BT acquired 100% of the issued share capital of International Network Services Inc (INS) for a total consideration of £133 million. The net assets acquired in the transaction and the goodwill arising were as follows:
Book and fair value |
|||
£m | |||
|
|
||
Intangible assets |
3 | ||
Property, plant and equipment |
1 | ||
Receivables |
18 | ||
Cash and cash equivalents |
2 | ||
Payables |
(12 | ) | |
Net assets acquired |
12 | ||
Goodwill |
121 | ||
Total consideration |
133 | ||
114 BT Group plc Annual Report & Form 20-F
28. ACQUISITIONS continued
The fair value adjustments relating to the acquisition of INS are provisional due to the timing of the transaction and will be finalised during the 2008 financial year, which will include the identification and valuation of any intangible assets acquired through the transaction. Accordingly, the value of any acquired
intangible assets are aggregated within goodwill.
From the date of acquisition, INS has contributed to the groups results revenue of £5 million and a net loss of £1 million. If the acquisition had occurred on 1 April 2006, the groups revenue would have been higher by £63 million, and profit for the year would have been lower by £5 million (2006: £74 million
higher and £5 million lower, respectively).
PlusNet
On 16 November 2006, the
group announced an offer to acquire 100% of the share capital of PlusNet plc.
The offer became unconditional on 23 January 2007 once sufficient acceptances
had been received from shareholders and all regulatory clearances were obtained.
23 January 2007 is therefore considered to be the date of acquisition. The net
assets acquired in the transaction and the goodwill arising were as follows:
Book
and fair value |
|||
£m | |||
|
|
||
Intangible assets |
5 | ||
Property, plant and equipment |
5 | ||
Receivables |
1 | ||
Cash and cash equivalents |
5 | ||
Payables |
(7 | ) | |
|
|
||
Net assets acquired |
9 | ||
Goodwill |
57 | ||
|
|
||
Total consideration |
66 | ||
The fair value adjustments relating
to the acquisition of PlusNet are provisional due to the timing of the transaction
and will be finalised during the 2008 financial year, which will include the
identification and valuation of any intangible assets acquired through the transaction.
Accordingly, the value of any acquired intangible assets are aggregated within
goodwill.
From the date of acquisition, PlusNet has contributed to the groups results revenue of £7 million and a net income of £nil. If the acquisition had occurred on 1 April 2006, the groups revenue would have been higher by £7 million, and profit for the year would have been higher by £3 million (2006: £9 million
higher and £1 million higher, respectively).
Other acquisitions
During the year ended 31 March 2007, the group acquired a number of other smaller subsidiary undertakings including principally dabs.com plc, I3IT Limited and Counterpane LLC. The combined net assets and goodwill arising in respect of these acquisitions were as follows:
Book value | Fair
value adjustments |
Fair value | |||||||
£m | £m | £m | |||||||
|
|
|
|
|
|
||||
Intangible assets |
| 12 | 12 | ||||||
Property, plant and equipment |
7 | (1 | ) | 6 | |||||
Inventory |
4 | | 4 | ||||||
Receivables |
21 | | 21 | ||||||
Cash and cash equivalents |
14 | | 14 | ||||||
Payables |
(29 | ) | | (29 | ) | ||||
Minority interest |
12 | | 12 | ||||||
|
|
|
|
|
|
||||
Net assets acquired |
29 | 11 | 40 | ||||||
|
|
|
|
|
|
||||
Goodwill |
104 | ||||||||
|
|
|
|
|
|
||||
Total consideration |
144 | ||||||||
|
|
|
|
|
|
The fair value adjustments in respect of intangible assets are due to the recognition of £8 million and £4 million in respect of a brand and customer relationships, respectively. The assessment of the fair value of the net assets of Counterpane LLC are provisional at 31 March 2007 and will be finalised during the
2008 financial year. This will include the identification and valuation of any intangible assets acquired through the transaction.
From the date of acquisition, the companies have contributed to the groups results revenue of £180 million and a net profit of £5 million. If the acquisitions had occurred on 1 April 2006, the groups revenue would have been higher by £15 million, and profit for the year would have been lower by £4 million (2006:
£159 million higher and £3 million higher, respectively). Goodwill in respect of these acquisitions comprises principally the fair value of the skills and expertise of the acquired companies workforce and both anticipated revenue and cost synergies.
BT Group plc Annual Report & Form 20-F 115
Consolidated financial statements Notes to the consolidated financial statements
28. ACQUISITIONS
continued
Year ended 31 March 2006
Atlanet
On 28 February 2006 the group acquired
100% of the issued share capital of Atlanet SpA (Atlanet) for total consideration
of £65 million, including deferred consideration of £7 million and
acquisition costs of £1 million. At 31 March 2006, the fair value of Atlanets
net assets were determined on a provisional basis. During the 2007 financial
year the determination of fair value has been finalised and adjustments have
been made to the balances previously reported. Prior year balances have not
been restated as the amount of the adjustments is not significant to the group.
The net assets acquired in the transaction and the goodwill arising were as
follows:
Book and fair value, as previously reported |
Fair value adjustments | Fair value £m |
||||||||
Intangible assets |
2 | (2 | ) | | ||||||
Property, plant and equipment |
25 | | 25 | |||||||
Receivables |
46 | (6 | ) | 40 | ||||||
Cash and cash equivalents |
5 | | 5 | |||||||
Payables |
(43 | ) | (6 | ) | (49 | ) | ||||
Net assets acquired |
35 | (14 | ) | 21 | ||||||
Goodwill |
44 | |||||||||
Total consideration |
65 | |||||||||
The residual excess over the net assets acquired is recognised as goodwill. Goodwill comprises principally the anticipated cost synergies and savings that are forecast to arise subsequent to the acquisition.
Radianz
On 29 April 2005, the group
acquired 100% of the issued share capital of Radianz Limited (Radianz) for total
consideration of £143 million, including acquisition costs of £5
million. The net assets acquired in the transaction, and the goodwill arising,
were as follows:
Fair value | |||||||||
Book value | adjustments | Fair value | |||||||
£m | £m | £m | |||||||
Intangible assets |
| 22 | 22 | ||||||
Property, plant and equipment |
55 | (4 | ) | 51 | |||||
Receivables |
40 | | 40 | ||||||
Cash and cash equivalents |
44 | | 44 | ||||||
Payables |
(53 | ) | | (53 | ) | ||||
Net assets acquired |
86 | 18 | 104 | ||||||
Goodwill |
39 | ||||||||
Total consideration |
143 | ||||||||
Intangible assets, comprising a brand, customer lists and customer relationships, were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill. Goodwill comprises principally the assembled work force, expected cost savings and synergies.
Other
During the year ended 31 March 2006 the group acquired a number of other smaller
subsidiary undertakings and businesses including principally SkyNet Systems
Limited, the CARA Group and Total Network Solutions Limited. The combined net
assets and goodwill arising in respect of these acquisitions were as follows:
Book and fair value |
||||
£m | ||||
Property, plant and equipment |
5 | |||
Inventories |
4 | |||
Receivables |
26 | |||
Cash and cash equivalents |
11 | |||
Payables |
(29 | ) | ||
Net assets acquired |
17 | |||
Goodwill |
52 | |||
Total consideration |
69 | |||
116 BT Group plc Annual Report & Form 20-F
Defined contribution schemes
The income statement charge in respect of defined contribution schemes represents the contribution payable by the group based upon a fixed percentage of employees pay. The total pension cost for the year in respect of the groups main defined contribution scheme was £28 million (2006: £19 million, 2005:
£11 million) and £3 million (2006: £2 million, 2005: £1 million) of contributions were outstanding at 31 March 2007.
Defined benefit schemes
BT Pension Scheme Trustees Limited administers and manages the scheme on behalf of the members in accordance with the terms of the Trust Deed of the scheme and relevant legislation. Under the terms of the trust deed of the BTPS, there are nine trustee directors appointed by the group, five of which
appointments are made with the agreement of the relevant trade unions, including the Chairman of the Trustees. Four trustee directors other than the Chairman are appointed by BT on the nomination of the relevant trade unions. Two of the trustee directors will normally hold senior positions within the group, and two
will normally hold (or have held) senior positions in commerce or industry. Subject to there being an appropriately qualified candidate, there should be at least one current pensioner or deferred pensioner of the BTPS as one of the trustee directors. Trustee directors are appointed for a three-year term, but are then
eligible for re-appointment.
Measurement of
scheme assets and liabilities IAS 19
Scheme assets are measured at market
value at the balance sheet date. The liabilities of the BTPS are measured by
discounting the best estimate of future cash flows to be paid out by the scheme
using the projected unit method. Estimated future cash flows are discounted
at the current rate of return on high quality corporate bonds of an equivalent
term to the liability. Actuarial gains and losses are recognised in full in
the period in which they occur in the statement of recognised income and expense.
The financial assumptions used to
measure the net pension obligation of the BTPS at 31 March 2007 are as
follows:
Real rates (per annum) | Nominal rates (per annum) | ||||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | 2005 | ||||||||||||||
% | % | % | % | % | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Rate
used to discount liabilities |
2.28 | 2.19 | 2.63 | 5.35 | 5.00 | 5.40 | |||||||||||||
Average
future increases in wages and salaries |
0.75 | a | 0.75 | a | 1.00 | 3.77 | a | 3.52 | a | 3.73 | |||||||||
Average
increase in pensions in payment and deferred pensions |
| | | 3.00 | 2.75 | 2.70 | |||||||||||||
Inflation
average increase in retail price index |
| | | 3.00 | 2.75 | 2.70 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a | There is a short term reduction in the real salary growth assumption to 0.5% for the first three years. |
The average life expectancy assumptions, after retirement at 60 years of age, are as follows:
2007 | 2006 | ||||||
Number of years | Number of years | ||||||
|
|
|
|||||
Male in lower pay bracket |
22.6 | 22.5 | |||||
Male in higher pay bracket |
25.0 | 24.7 | |||||
Female |
25.6 | 25.4 | |||||
Future improvement every 10 years |
1.0 | 1.0 | |||||
|
|
|
|
BT Group plc Annual Report & Form 20-F 117
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2006 | ||||||||||||||||||
Assets | Present value of liabilities |
Deficit | Assets | Present value of liabilities |
Deficit | ||||||||||||||
£m | £m | £m | £m | £m | £m | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BTPS |
38,287 | 38,580 | 293 | 35,550 | 38,005 | 2,455 | |||||||||||||
Other schemes |
103 | 199 | 96 | 90 | 182 | 92 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
38,390 | 38,779 | 389 | 35,640 | 38,187 | 2,547 | ||||||||||||||
Deferred tax asset at 30% |
(117 | ) | (764 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net pension obligation |
272 | 1,783 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognised in the income statement on the basis of the above assumptions in respect of pension obligations are as follows:
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|
||||||||
Current service cost (including defined contribution schemes) |
643 | 603 | 540 | |||||||
|
|
|
||||||||
Total operating charge |
643 | 603 | 540 | |||||||
Expected return on pension scheme assets |
(2,292 | ) | (2,070 | ) | (1,918 | ) | ||||
Interest on pension scheme liabilities |
1,872 | 1,816 | 1,720 | |||||||
|
|
|
||||||||
Net finance income |
(420 | ) | (254 | ) | (198 | ) | ||||
|
|
|
||||||||
Total amount charged to the income statement |
223 | 349 | 342 | |||||||
|
|
|
|
|
|
An analysis of actuarial gains and losses and the actual return on plan assets is shown below:
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|
||||||||
Actuarial gains and losses recognised in the year |
1,409 | 2,122 | 294 | |||||||
Cumulative actuarial gains and losses |
3,825 | 2,416 | 294 | |||||||
Actual return on plan assets |
3,285 | 6,925 | 3,582 | |||||||
|
|
|
|
|
|
Changes in the present value of the defined benefit pension obligation are as follows:
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
|
|||||
Opening defined benefit pension obligation |
(38,187 | ) | (34,435 | ) | |||
Service cost |
(600 | ) | (568 | ) | |||
Interest cost |
(1,872 | ) | (1,816 | ) | |||
Contributions by employees |
(18 | ) | (21 | ) | |||
Actuarial gain (loss) |
416 | (2,733 | ) | ||||
Benefits paid |
1,477 | 1,385 | |||||
Exchange differences |
5 | 1 | |||||
|
|
|
|||||
Closing defined benefit pension obligation |
(38,779 | ) | (38,187 | ) | |||
|
|
|
|
The present value of the obligation is derived from long term cash flow projections and is thus inherently uncertain. The benefits payable by the BTPS are expected to be paid as follows:
118 BT Group plc Annual Report & Form 20-F
2007 | 2006 | ||||||
£m | £m | ||||||
|
|
|
|||||
Opening fair value of plan assets |
35,640 | 29,628 | |||||
Expected return |
2,292 | 2,070 | |||||
Actuarial gains |
993 | 4,855 | |||||
Regular contributions by employer |
406 | 398 | |||||
Deficiency contribution by employer |
520 | 54 | |||||
Contributions by employees |
18 | 21 | |||||
Benefits paid |
(1,477 | ) | (1,385 | ) | |||
Exchange differences |
(2 | ) | (1 | ) | |||
|
|
|
|
|
|
|
|
Closing fair value of plan assets |
38,390 | 35,640 | |||||
|
|
|
|
|
|
|
The BTPS assets are invested in UK and overseas equities, UK and overseas properties, fixed interest and index linked securities, deposits and short-term investments. At 31 March 2007, the UK equities included 14 million (2006: 15 million) ordinary shares of the company with a market value of £43 million (2006:
£33 million). The group occupies two properties owned by the BTPS scheme on which an annual rental of £0.1 million is payable (2006: £2 million).
The expected long term rate of return and fair values of the assets of the BTPS at 31 March were:
2007 | 2006 | ||||||||||||||||||||||||
Expected long- term rate of return (per annum) |
Asset fair value | Target | Expected long- term rate of return (per annum) |
Asset fair value | Target | ||||||||||||||||||||
% | £bn | % | % | % | £bn | % | % | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
UK equities |
7.4 | 9.8 | 26 | 23 | 7.4 | 9.9 | 28 | 25 | |||||||||||||||||
Non-UK equities |
7.4 | 11.2 | 29 | 31 | 7.4 | 10.8 | 30 | 32 | |||||||||||||||||
Fixed-interest securities |
4.7 | 6.5 | 17 | 16 | 4.9 | 5.6 | 16 | 16 | |||||||||||||||||
Index-linked securities |
4.4 | 3.3 | 9 | 10 | 4.1 | 3.2 | 9 | 10 | |||||||||||||||||
Property |
5.8 | 4.7 | 12 | 13 | 5.8 | 4.4 | 12 | 12 | |||||||||||||||||
Cash and other |
4.8 | 2.8 | 7 | 7 | 4.0 | 1.7 | 5 | 5 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4 | 38.3 | 100 | 100 | 6.5 | 35.6 | 100 | 100 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assumption for the expected return on scheme assets is a weighted average based on the assumed expected return for each asset class and the proportions held of each asset class at the beginning of the year. The expected returns on fixed interest and interest linked securities are based on the gross redemption
yields at the start of the year. Expected returns on equities and property are based on a combination of an estimate of the risk premium above yields on government bonds and consensus economic forecasts of future returns. The long-term expected rate of return on investments does not affect the level of the
obligation but does affect the expected return on pension scheme assets within the net finance income.
The history of experience gains and losses are as follows:
2007 | 2006 | 2005 | ||||||||
£m | £m | £m | ||||||||
|
|
|
||||||||
Present value of defined benefit obligation |
38,779 | 38,187 | 34,435 | |||||||
Less: Fair value of plan assets |
38,390 | 35,640 | 29,628 | |||||||
|
|
|
||||||||
Net pension obligation |
389 | 2,547 | 4,807 | |||||||
Experience adjustment on defined benefit obligation |
190 | (527 | ) | (437 | ) | |||||
Percentage of the present value of the defined benefit obligation |
0.5% | 1.4% | 1.3% | |||||||
Experience adjustment on plan assets |
993 | 4,855 | 1,664 | |||||||
Percentage of the plan assets |
2.6% | 13.6% | 5.6% | |||||||
|
|
|
|
|
|
The group expects to contribute approximately £748 million to the BTPS, including £320 million of deficiency contributions, in the 2008 financial year.
BT Group plc Annual Report & Form 20-F 119
Consolidated financial statements Notes to the consolidated financial statements
Sensitivity analysis
of the principal assumptions used to measure BTPS scheme liabilities
The assumed discount rate, mortality
rates and salary increases all have a significant effect on the measurement
of scheme liabilities. The following table shows the sensitivity of the valuation
to changes in these assumptions:
Impact on deficit |
||||
(Decrease)/Increase | ||||
£bn | ||||
0.25 percentage point increase to: |
||||
discount rate |
(1.4 | ) | ||
salary increases |
0.3 | |||
Additional 1.0 year increase to life expectancy |
1.5 | |||
| scheme assets are valued at market value at the valuation date; and, |
| scheme liabilities are measured using a projected unit credit method and discounted to their present value. |
The last three triennial valuations were determined using the following long-term assumptions:
Real rates (per annum) | Nominal rates (per annum) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2005 | 2002 | 1999 | 2005 | 2002 | 1999 | ||||||||||||||
valuation | valuation | valuation | valuation | valuation | valuation | ||||||||||||||
% | % | % | % | % | % | ||||||||||||||
Discount rate |
|||||||||||||||||||
Pre retirement liabilities |
3.06 | 5.84 | |||||||||||||||||
Post retirement liabilities |
1.79 | 4.54 | |||||||||||||||||
Return on existing assets, relative to market values | 4.52 | 2.38 | 7.13 | 5.45 | |||||||||||||||
(after allowing for an annual increase in dividends of) | 1.00 | 1.00 | 3.53 | 4.03 | |||||||||||||||
Return on future investments |
4.00 | 4.00 | 6.60 | 7.12 | |||||||||||||||
Average increase in retail price index |
| | | 2.70 | 2.50 | 3.00 | |||||||||||||
Average future increases in wages and salaries |
0.75 | 1.5 | a | 1.75 | 3.47 | 4.04 | a | 4.80 | |||||||||||
Average increase in pensions |
| | | 2.70 | 2.50 | 3.00 | |||||||||||||
a | There is a short term reduction in the real salary growth assumption to 1.25% for the first three years. |
At 31 December 2005, the assets of the BTPS had a market value of £34.4 billion (2002: £22.8 billion) and were sufficient to cover 90.9% (2002: 91.6%) of the benefits accrued by that date. This represented a funding deficit of £3.4 billion compared to £2.1 billion at 31 December 2002. The funding
valuation uses conservative assumptions whereas, had the valuation been based on the actuarys view of the median estimate basis the scheme would have been in surplus. The market value of equity investments had increased and the investment income and contributions received by the scheme exceeded the benefits
paid. In the three years ended 31 December 2005, however, the deficit had not improved by the same amount as the assets because the liabilities included longer life expectancy assumptions and used a lower discount rate.
Following the valuation the ordinary contributions rate increased to 19.5% of pensionable salaries (including employee contributions of 6%) from 18.2%, with effect from 1 January 2007. In addition, the group will make deficiency payments equivalent to £280 million per annum for ten years. The first three years
instalments are to be paid up front; £520 million was paid in the 2007 financial year and £320 million was paid in April 2007. Subsequently, annual payments of £280 million will be made, with the next payment due in December 2009. This compared to annual deficiency payments of £232 million that were
determined under the 2002 funding valuation.
In the year ended 31 March 2007, the group made regular contributions of £402 million (2006: £396 million). Deficiency contributions of £520 million were also made (2006: £54 million), and a further £320 million was paid in April 2007. Accordingly no further deficiency payments are due until after the 31
December 2008 valuation.
120 BT Group plc Annual
Report & Form 20-F
2007 | 2007 | 2006 | 2006 | 2005 | 2005 | ||||||||||||||
Year end | Average | Year end | Average | Year end | Average | ||||||||||||||
000 | 000 | 000 | 000 | 000 | 000 | ||||||||||||||
|
|
||||||||||||||||||
Number of employees in the group: |
|||||||||||||||||||
UK |
92.8 | 92.4 | 92.7 | 91.5 | 90.8 | 90.7 | |||||||||||||
Non-UK |
13.4 | 12.8 | 11.7 | 11.5 | 11.3 | 8.9 | |||||||||||||
|
|
||||||||||||||||||
Total employees |
106.2 | 105.2 | 104.4 | 103.0 | 102.1 | 99.6 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2007 | 2007 | 2006 | 2006 | 2005 | 2005 | ||||||||||||||
Year end | Average | Year end | Average | Year end | Average | ||||||||||||||
000 | 000 | 000 | 000 | 000 | 000 | ||||||||||||||
|
|
||||||||||||||||||
Number of employees in the group: |
|||||||||||||||||||
BT Global Services |
29.6 | 28.9 | 28.7 | 28.5 | 28.4 | 26.0 | |||||||||||||
BT Retail |
20.4 | 20.5 | 20.2 | 19.9 | 20.4 | 20.7 | |||||||||||||
BT Wholesale |
12.5 | 13.4 | 14.8 | 14.4 | 43.6 | 43.0 | |||||||||||||
Openreach |
33.3 | 32.1 | 30.5 | 30.0 | | | |||||||||||||
Other |
10.4 | 10.3 | 10.2 | 10.2 | 9.7 | 9.9 | |||||||||||||
|
|
||||||||||||||||||
Total employees |
106.2 | 105.2 | 104.4 | 103.0 | 102.1 | 99.6 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The employee numbers by line of business for 2005 are presented on the previous line of business structure prior to the creation of Openreach, see note 1.
31.
SHARE BASED PAYMENTS
The total charge recognised in the 2007 financial year in respect of share based payments was £93 million (2006: £76 million, 2005: £50 million). The total fair value to be recognised over the vesting period of share options and awards granted in the 2007 financial year was £92 million (2006: £105 million,
2005: £88 million).
The company has an employee share investment plan and savings-related share option plans for its employees and those of participating subsidiaries, further share option plans for selected employees and an employee stock purchase plan for employees in the United States. It also has several share plans for
executives. All share based payment plans are equity settled and details of these plans are provided below.
BT Group plc Annual Report & Form 20-F 121
Consolidated financial statements Notes to the consolidated financial statements
2007 | 2007 | 2006 | 2006 | 2005 | 2005 | ||||||||||||||
Number of share options (millions) |
Weighted average exercise price |
Number of share options (millions) |
Weighted average exercise price |
Number of share options (millions) |
Weighted average exercise price |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at the beginning of the year |
279 | 166p | 262 | 169p | 233 | 180p | |||||||||||||
Granted during the year |
49 | 185p | 59 | 179p | 91 | 149p | |||||||||||||
Forfeited during the year |
(12 | ) | 176p | (20 | ) | 173p | (59 | ) | 176p | ||||||||||
Exercised during the year |
(42 | ) | 199p | (2 | ) | 215p | | | |||||||||||
Expired during the year |
(2 | ) | 179p | (20 | ) | 216p | (3 | ) | 176p | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at the end of the year |
272 | 165p | 279 | 166p | 262 | 169p | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exercisable at the end of the year |
2 | 210p | | | 16 | 218p | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average remaining contractual life of options exercisable at 31 March 2007 was 4 months (2006: nil, 2005: 5 months). The intrinsic value of options exercisable at 31 March 2007 was £2 million (2006: £nil; 2005: £nil).
Options were exercised regularly throughout the year. The weighted average share price during the year was 265p (2006: 205p, 2005: 183p).
The total intrinsic value of options exercised during the year was £36.5 million (2006: £0.7 million, 2005: £nil). The intrinsic value of options outstanding at 31 March 2007 was £378 million (2006: £155 million; 2005: £105 million).
The weighted average fair value of savings related options granted during the 2007 financial year has been estimated on the date of grant using a binomial option pricing model. The following weighted average assumptions were used in that model: an expected life extending three months later than the first
exercise date; share price at date of grant of 229p (2006: 223p, 2005: 195p); estimated annualised dividend yield of approximately 5.5% (2006: 5%, 2005: 5%); risk free interest rates of approximately 5% (2006: 4%, 2005: 5%) and expected volatility of approximately 17% (2006: 25%, 2005: 25%). Volatility has been
determined by reference to BTs historical volatility over a three year period, which is expected to reflect the BT share price in the future. The exercise prices are 202p (2006: 192p, 2005: 165p) for Sharesave options exercisable three years after the date of grant and 179p (2006: 171p, 2005: 146p) for Sharesave
options exercisable five years after the date of grant. The weighted average fair value of Sharesave options granted in the 2007 financial year was 35p (2006: 44p, 2005: 41p) for Sharesave options exercisable three years after the date of grant and 45p (2006: 55p, 2005: 52p) for Sharesave options exercisable five
years after the date of grant.
Options granted under BTs international sharesave, which is a three year plan, have been valued using the same assumptions. The exercise price is 179p (2006: 171p, 2005: 146p). The weighted average fair value of these share options is 46p (2006: 49p, 2005: 52p). The share price at the date of grant was 229p
(2006: 214p, 2005: 195p).
BT Group Global Share Option Plan (GSOP)
There were no options granted under the GSOP in the 2007 financial year. The options granted in previous years will be exercisable subject to continued employment and meeting corporate performance targets. These options were valued using Monte Carlo simulations. The weighted average fair value of options
granted under the 2005 GSOP was estimated as 36p. The following weighted average assumptions were used in that model: dividend yield of 5%, expected volatility of 25% and a risk free interest rate of 4%. Details of this plan are provided in the share options section of the Report on directors remuneration.
BT Group Legacy Option Plan
On the demerger of O2, BTs share option plans ceased to operate and were replaced by similar BT Group Employee Sharesave plans and the BT Group Global Share Option Plan.
122 BT Group plc Annual Report & Form 20-F
2007 | 2007 | 2006 | 2006 | 2005 | 2005 | ||||||||||||||
Number of share options (millions) |
Weighted average exercise price |
Number of share options (millions) |
Weighted average exercise price |
Number of share options (millions) |
Weighted average exercise price |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at the beginning of the year |
187 | 213p | 206 | 213p | 194 | 216p | |||||||||||||
Granted during the year |
| | | | 31 | 193p | |||||||||||||
Forfeited during the year |
(9 | ) | 222p | (16 | ) | 205p | (18 | ) | 193p | ||||||||||
Exercised during the year |
(20 | ) | 203p | (3 | ) | 199p | | | |||||||||||
Expired during the year |
(55 | ) | 189p | | | (1 | ) | 353p | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at the end of the year |
103 | 227p | 187 | 213p | 206 | 213p | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exercisable at the end of the year |
48 | 261p | 57 | 280p | 34 | 206p | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Options were exercised regularly throughout the year.
The weighted average remaining contractual life of options exercisable at 31 March 2007 was 67 months (2006: 84 months, 2005: 80 months). The intrinsic value of options exercisable at 31 March 2007 was £37 million (2006: £8 million, 2005: £1 million).
The total intrinsic value of options exercised during the year was £23 million (2006: £nil, 2005: £nil). The intrinsic value of options outstanding at 31 March 2007 was £96 million (2006: £46 million, 2005: £21 million). The total fair value of options vested during the year was £8 million (2006: £8 million, 2005:
£nil).
Outstanding options
Options outstanding under all share option plans at 31 March 2007, 2006 and 2005, together with their exercise prices and dates, were as follows:
Normal
dates of exercise |
2007 Exercise price per share |
2007 Number of options (millions) |
2006 Exercise price per share |
2006 Number of options (millions) |
2005 Exercise price per share |
2005 Number of options (millions) |
|||||||||||||
BT
Group Employee Sharesave Plans |
|||||||||||||||||||
2005 |
| | | | 218p-255p | 20 | |||||||||||||
2006 |
| | 154p-173p | 20 | 154p-173p | 22 | |||||||||||||
2007 |
146p-227p | 25 | 146p-227p | 50 | 146p-227p | 57 | |||||||||||||
2008 |
154p-192p | 99 | 154p-192p | 103 | 154p | 92 | |||||||||||||
2009 |
146p-231p | 75 | 146p | 66 | 146p | 71 | |||||||||||||
2010 |
171p | 38 | 171p | 40 | | | |||||||||||||
2011 |
179p | 35 | | | | | |||||||||||||
Total |
272 | 279 | 262 | ||||||||||||||||
BT
Group Legacy Option Plan |
|||||||||||||||||||
2001-2011 |
318-602p | 12 | 318p-602p | 14 | 318p-602p | 15 | |||||||||||||
Total |
12 | 14 | 15 | ||||||||||||||||
BT
Group Global Share Option Plan |
|||||||||||||||||||
2005-2012 |
163p-263p | | 163p-263p | 45 | 163p-263p | 51 | |||||||||||||
2004-2014 |
176p-199.5p | 76 | 176p-199.5p | 100 | 176p-199.5p | 110 | |||||||||||||
2007-2015 |
179p-215p | 15 | 179p-215p | 28 | 179p-215p | 30 | |||||||||||||
Total |
91 | 173 | 191 | ||||||||||||||||
Total
outstanding options |
375 | 466 | 468 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 123
Consolidated financial statements Notes to the consolidated financial statements
Executive plans
2007 Range of exercise prices |
2007 Weighted average exercise price |
2007 Number of outstanding options (millions) |
2007 Weighted average contractual remaining life |
2006 Range of exercise prices |
2006 Weighted average exercise price |
2006 Number of outstanding options (millions) |
2006 Weighted average contractual remaining life |
2005 Range of exercise prices |
2005 Weighted average exercise price |
2005 Number of outstanding options (millions) |
2005 Weighted average contractual remaining life |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
150p
- 249p |
198p | 91 | 80 months | 150p - 249p | 195p | 171 | 89 months | 150p - 249p | 195p | 190 | 100 months | |||||||||||||
250p
- 349p |
263p | 1 | 59 months | 250p - 349p | 302p | 8 | 65 months | 250p - 349p | 304p | 8 | 77 months | |||||||||||||
350p
- 650p |
469p | 11 | 44 months | 350p - 650p | 552p | 8 | 53 months | 350p - 650p | 554p | 8 | 65 months | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
103 | 187 | 206 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
2007 Range of exercise prices |
2007 Weighted average exercise price |
2007 Number of outstanding options (millions) |
2007 Weighted average contractual remaining life |
2006 Range of exercise prices |
2006 Weighted average exercise price |
2006 Number of outstanding options (millions) |
2006 Weighted average contractual remaining life |
2005 Range of exercise prices |
2005 Weighted average exercise price |
2005 Number of outstanding options (millions) |
2005 Weighted average contractual remaining life |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
100p - 199p |
155p | 249 | 33 months | 100p - 199p | 158p | 243 | 39 months | 100p - 199p | 154p | 203 | 47 months | |||||||||||||
200p - 300p |
214p | 23 | 21 months | 200p - 300p | 220p | 36 | 18 months | 200p - 300p | 222p | 59 | 22 months | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
272 | 279 | 262 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
124 BT Group plc Annual Report & Form 20-F
ISP | DBP | RSP | Total | ||||||||||
Number of shares (millions) | |||||||||||||
At 1 April 2004 |
| 5.2 | 3.0 | 8.2 | |||||||||
Awards granted |
12.6 | 2.9 | 1.6 | 17.1 | |||||||||
Awards vested |
| (0.6 | ) | (2.0 | ) | (2.6 | ) | ||||||
Awards lapsed |
(0.3 | ) | | | (0.3 | ) | |||||||
Dividend shares reinvested |
0.6 | 0.4 | 0.1 | 1.1 | |||||||||
At 31 March 2005 |
12.9 | 7.9 | 2.7 | 23.5 | |||||||||
Awards granted |
23.2 | 2.3 | 1.8 | 27.3 | |||||||||
Awards vested |
| (2.0 | ) | (1.1 | ) | (3.1 | ) | ||||||
Awards lapsed |
(1.0 | ) | (0.2 | ) | | (1.2 | ) | ||||||
Dividend shares reinvested |
1.7 | 0.4 | 0.2 | 2.3 | |||||||||
At 31 March 2006 |
36.8 | 8.4 | 3.6 | 48.8 | |||||||||
Awards granted |
24.9 | 5.8 | 0.8 | 31.5 | |||||||||
Awards vested |
| (2.9 | ) | (1.2 | ) | (4.1 | ) | ||||||
Awards lapsed |
(5.3 | ) | (0.6 | ) | (0.1 | ) | (6.0 | ) | |||||
Dividend shares reinvested |
2.6 | 0.5 | 0.1 | 3.2 | |||||||||
At 31 March 2007 |
59.0 | 11.2 | 3.2 | 73.4 | |||||||||
In accordance with the terms of
the ISP, DBP and RSP plans, dividends or dividend equivalents earned on shares
during the conditional periods are reinvested in company shares for the potential
benefit of the participants.
At 31 March 2007, 15.6 million shares (2006: 21.4 million, 2005: 23.3 million) were held in trust and 57.8 million shares (2006: 27.4 million, 2005: 0.2 million) were held in treasury for employee share plans and other share based payment plans.
Employee Share Investment Plan
The BT Group Employee Share Investment Plan (ESIP) has been in operation since December 2001. The ESIP, which has been approved by HM Revenue and Customs, comprises directshare and allshare. Under directshare, UK employees are given an opportunity to purchase shares (partnership shares) out of pre-tax
salary up to a maximum value of £1,500 per year. During the 2007 financial year, 6.3 million shares (2006: 6.4 million shares, 2005: 6.1 million shares), including 1.0 million shares (2006: 0.8 million shares, 2005: 0.2 million shares) purchased by dividend reinvestment, were purchased by the Trustee of the ESIP on
behalf of 15,445 (2006: 14,443, 2005: 13,017) employees at a total cost of £14.3 million (2006: £13.7 million, 2005: £11.7 million). Allshare, the free shares element of the ESIP allows BT to provide free shares to UK employees which are held in trust for at least three years. Employees outside the UK receive the
same awards of shares where practicable, otherwise they will receive awards equivalent to the value of the free shares. In 2007 1% (2006: 1%, 2005: 0.5%) of pre-tax profits, amounting to £25 million, was allocated to Allshare (2006: £22 million, 2005: £11 million). Up to 2% of pre-tax profits would have been
available subject to meeting two corporate performance targets; one of these to maintain earnings per share at the same level as in the 2006 financial year, and the other to have five percent more customers very or extremely satisfied with BT (provided the percentage of customers who are dissatisfied did not increase
compared with the 2006 financial year). The earnings per share target was met but not the one for customer satisfaction. From the 2008 financial year onwards, Allshare will be replaced by free BT Total Broadband Option 3 for all BT employees in the UK.
Employee Stock Purchase Plan
The BT Group Employee Stock Purchase Plan (ESPP), for employees in the US, enables participants to purchase American Depositary Shares (ADSs) quarterly at a price (the Initial Base Option Price) which is 85% of the fair market price of an ADS at the start of the Initial Enrolment Period of, in the case of employees
who enrol in the ESPP after the Initial Enrolment Period, 85% of the fair market price of an ADS on the last business day of the calendar quarter immediately following enrolment. From 15 May 2006 to 15 May 2007 2,070,190 shares (207,019 ADSs) have been transferred to participants out of treasury under the
ESPP (from 15 May 2005 to 15 May 2006 1,750,560 shares (175,056 ADSs); from 15 May 2004 to 15 May 2005 934,782 shares (93,478 ADSs)). The fourth offer, with an Initial Base Option Price of US$32.52 ended in December 2006. A fifth offer was launched in December 2006 with an Initial Base Option Price of
US$46.00 and will expire in December 2008.
Openreach
In the Undertakings given to Ofcom on 22 September 2005, BT agreed that the incentive elements of the remuneration of employees within Openreach should be linked to Openreach performance rather than BT targets or share price. However Openreach employees are allowed to participate in the BT HMRC
approved all-employee share plans on the same terms as other BT employees.
BT Group plc Annual Report & Form 20-F 125
Consolidated financial statements Notes to the consolidated financial statements
32.
AUDIT AND NON AUDIT SERVICES
The following fees for audit and non audit services were paid or are payable to the companys auditor, PricewaterhouseCoopers LLP, for the three years ended 31 March 2007.
2007 | 2006 | 2005 | ||||||||
£000 | £000 | £000 | ||||||||
|
|
|
||||||||
Audit services |
||||||||||
Fees payable to the companys auditor for the audit of the parent company and consolidated financial statements |
3,100 | 1,927 | 1,785 | |||||||
Non audit services |
||||||||||
Fees payable to the companys auditor and its associates for other services: |
||||||||||
The audit of the companys subsidiaries pursuant to legislation |
3,518 | 3,286 | 2,363 | |||||||
Other services pursuant to legislation |
1,212 | 1,361 | 1,487 | |||||||
Tax services |
763 | 1,775 | 2,912 | |||||||
Services relating to corporate finance transactions |
748 | 317 | 989 | |||||||
All other services |
23 | 556 | 480 | |||||||
|
|
|
||||||||
9,364 | 9,222 | 10,016 | ||||||||
|
|
|
|
|
|
The audit fee of the company was £38,600 (2006: £37,700, 2005: £35,000).
In order to maintain the independence of the external auditors, the Board has determined policies as to what non audit services can be provided by the companys external auditors and the approval processes related to them. Under those policies work of a consultancy nature will not be offered to the external
auditors unless there are clear efficiencies and value added benefits to the company. All non audit services are approved by the Audit Committee.
Audit services represents fees payable for services in relation to the audit of the parent company and the consolidated financial statements and also includes fees for reports under section 404 of the Sarbanes-Oxley Act of 2002 which is required for the first time for the year ended 31 March 2007.
Other services pursuant to legislation represents fees payable for services in relation to other statutory filings or engagements that are required to be carried out by the companys auditor. In particular, this includes fees for audit reports issued on the groups regulatory financial statements.
Tax services represents fees payable for tax compliance and advisory services.
Services relating to corporate finance transactions represent fees payable in relation to due diligence work completed on acquisitions.
All other services represents fees payable for non-regulatory reporting on internal controls and other advice on accounting matters.
33.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The group adopted IAS 32, Financial Instruments: Disclosure and Presentation and IAS 39, Financial Instruments: Recognition and Measurement with effect from 1 April 2005. Financial information was previously prepared under UK GAAP for the financial year ended 31 March 2005. Where applicable, information
for the comparative period has been separately disclosed below in order to comply with the previous requirements of UK GAAP.
The group issues or holds financial instruments mainly to finance its operations; for the temporary investment of short-term funds; and to manage the currency and interest rate risks arising from its operations and from its sources of finance. In addition, various financial instruments, for example trade receivables and
trade payables, arise directly from the groups operations.
The group finances its operations primarily by a mixture of issued share capital, retained profits, deferred taxation, long-term loans and short-term loans, principally by issuing commercial paper supported by committed borrowing facilities. The group borrows in the major long-term debt markets in major currencies.
Typically, but not exclusively, the bond markets provide the most cost-effective means of long-term borrowing. The group uses derivative financial instruments primarily to manage its exposure to market risks from changes in interest and foreign exchange rates against these borrowings. The derivatives used for this
purpose are principally interest rate swaps, cross currency swaps and forward currency contracts.
The group also uses financial instruments to hedge some of its currency exposures arising from its overseas short-term investment funds and other non-UK assets, liabilities and forward purchase commitments. The financial instruments used comprise borrowings in foreign currencies and forward currency contracts.
126 BT Group plc Annual Report & Form 20-F
Interest rate risk management
The group has interest bearing financial assets and financial liabilities. The groups policy is to ensure that at least 70% of net debt is at fixed rates. In order to manage this profile, the group has entered into interest rate swap agreements with commercial banks and other institutions to vary the amounts and periods
for which interest rates on borrowings are fixed. Under interest rate swaps, the group agrees with other parties to exchange, at specified intervals, the differences between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount.
The majority of the groups long-term borrowings have been, and are, subject to fixed sterling interest rates after applying the impact of hedging instruments. At 31 March 2007, the group had outstanding interest rate swap agreements with notional principal amounts totalling £5.1 billion (2006: £5.1 billion).
At 31 March 2007, the groups fixed:floating interest rate profile, after hedging, on net debt was 75:25 (2006: 85:15).
Based on the composition of net debt at 31 March 2007, a one percentage point increase in interest rates would increase the groups annual net finance expense by approximately £11 million (2006: £10 million).
Foreign exchange risk management
The purpose of the groups foreign currency hedging activities is to protect the group from the risk that the eventual net inflows and net outflows will be adversely affected by changes in exchange rates.
Most of the groups current revenue is invoiced in pounds sterling, and most of its operations and costs arise within the UK. The groups foreign currency borrowings which totalled £5.3 billion at 31 March 2007 (2006: £5.4 billion), are used to finance its operations. These borrowings have been predominantly
swapped to sterling. Cross currency swaps and forward currency contracts have been entered into to reduce the foreign currency exposure on the groups operations and the groups net assets. The group also enters into forward currency contracts to hedge foreign currency investments, interest expense, capital
purchases and purchase and sale commitments on a selective basis. The commitments hedged are principally US dollar and euro denominated. As a result of these policies, the groups exposure to foreign currency arises mainly on the residual currency exposure on its non-UK investments in its subsidiaries and on
imbalances between the value of outgoing and incoming international calls.
A 10% strengthening in sterling against major currencies would cause the groups net assets at 31 March 2007 to fall by less than £220 million (2006: £150 million), with an insignificant effect on the groups profits.
At 31 March 2007, the group had outstanding contracts to sell or purchase foreign currency with a total gross notional principal of £6.1 billion (2006: £6.4 billion). The majority of these instruments were cross currency swaps with a remaining term ranging from 2 months to 24 years. The notional value of forward
currency contracts included in the gross notional principal at 31 March 2007 were £1,297 million (2006: £809 million) for purchases of currency and £2 million (2006: £781 million) for sales of currency. The forward currency contracts had a term remaining ranging from 2 to 321 days.
BT Group plc Annual Report & Form 20-F 127
Consolidated financial statements Notes to the consolidated financial statements
Liquidity risk management
The group ensures its liquidity is maintained by entering into long and short term financial instruments to support operational and other funding requirements. The groups liquidity and funding management process includes projecting cash flows and considering the level of liquid assets in relation thereto, monitoring
balance sheet liquidity and maintaining a diverse range of funding sources and back-up facilities. Liquid assets surplus to immediate operating requirements of the group are generally invested and managed by the centralised treasury function. Requirements of group companies for operating finance are met whenever
possible from central resources. The group manages liquidity risk by maintaining adequate committed borrowing facilities. During the year the group utilised its commercial paper programme which was supported by a committed borrowing facility of up to £1,500 million (2006: £1,500 million). The facility is available for
a period of five years. The group had additional committed borrowing facilities of £2,035 million (2006: £35 million). This amount includes a facility of £2,000 million (2006: £nil) and is available for one year with an extension option for a future year. Refinancing risk is managed by limiting the amount of borrowing
that matures within any specified period.
Price risk management
The group has limited exposure to equity securities price risk on investments held by the group.
Hedging activities
The group entered into a combination of interest rate and cross currency swaps designated as a combination of fair value and cash flow hedges in order to hedge certain risks associated with the groups US dollar and euro borrowings. The risks being hedged consist of currency cash flows associated with future
interest and principal payments and the fair value risk of certain elements of borrowings arising from fluctuations in currency rates and interest rates.
At 31 March 2007, the group had outstanding interest rate swap agreements in cash flow hedges against borrowings with a total notional principal amount of £3.2 billion (2006: £3.2 billion). The fair value of these interest rate swaps at the balance sheet date comprised assets of £15 million and liabilities of £234
million (2006: £405 million). The interest rate swaps have a remaining term ranging from four to 24 years (2006: four to 25 years) to match the underlying hedged cash flows arising on the borrowings consisting of annual and semi-annual interest payments. The interest receivable under these swap contracts are at a
weighted average rate of 5.5% (2006: 4.6%) and interest payable are at a weighted average rate of 5.9% (2006: 5.9%).
At 31 March 2007, the group had outstanding cross currency swap agreements in cash flow and fair value hedges against borrowings with a total notional principal amount of £4.8 billion (2006: £4.8 billion). The fair value of these cross currency swaps at the balance sheet date comprised assets of £10 million
(2006: £32 million) and liabilities of £833 million (2006: £433 million). The cross currency swaps have a remaining term ranging from two months to 24 years (2006: one to 25 years) to match the underlying hedged borrowings consisting of annual and semi-annual interest payments and the repayment of principal
amounts. The interest receivable under these swap contracts are at a weighted average rate of 6.9% (2006: 6.9%) for euro cross currency swaps and 8.2% (2006: 8.2%) for dollar cross currency swaps and interest payable are at a weighted average rate of 9.2% (2006: 8.5%).
Forward currency contracts have been designated as cash flow hedges of currency cash flows associated with certain euro and US dollar step up interest payments on bonds. At 31 March 2007, the group had outstanding forward currency contracts with a total notional principal amount of £205 million (2006:
£77 million). The fair value of the forward currency contracts at the balance sheet date comprised an asset of £1 million (2006: £1 million) and had a remaining term of between three and 11 months (2006: three and 11 months) after which they will be rolled into new contracts. The hedged interest cash flows arise on
a semi-annual basis and extend over a period of up to 24 years (2006: 12 years).
Forward currency contracts have been designated as cash flow hedges of currency cash flows associated with certain euro and US dollar commercial paper issues. At 31 March 2007, the group had outstanding forward currency contracts with a total notional principal amount of £760 million (2006: £434 million). The
fair value of the forward currency contracts at the balance sheet date comprised assets of £15 million (2006: £6 million) and had a remaining term of less than three months (2006: less than two months) to match the cash flows on maturity of the underlying commercial paper.
128 BT Group plc Annual Report & Form 20-F
Other derivatives
At 31 March 2007, the group held certain foreign currency forward and interest rate swap contracts that were not in hedging relationships in accordance with IAS 39. Foreign currency forward contracts were economically hedging operational purchases and sales and had a notional principal amount of £nil for sales
of currency (2006: £16 million) and £167 million for purchases of currency (2006: £101 million) and had a maturity period of under nine months (2006: under 12 months). Interest rate swaps not in hedging relationships under IAS 39 had a notional principal amount of £1.9 billion (2006: £1.9 billion) and mature
between 2014 and 2030 (2006: 2014 and 2030). The interest receivable under these swap contracts are at a weighted average rate of 6.5% (2006: 6.1%) and interest payable are at a weighted average rate of 8.1% (2006: 7.7%). The volatility arising from these swaps is recognised through the income statement but is
limited due to a natural offset in their valuation movements.
At 31 March 2006, the group recognised the fair value of an option contained in a supplier contract which required separate recognition. In addition, two embedded derivatives expired during the year. The first related to an option exercisable on the groups US dollar convertible bond (see note 5) and the second
related to a put option whose value was based on an underlying interest differential between sterling fixed and floating interest rates.
Fair value of financial instruments
The following table discloses the
carrying amounts and fair values of all of the groups financial instruments
which are not carried at an amount which approximates to its fair value on the
balance sheet at 31 March 2007 and 2006. The carrying amounts are included in
the group balance sheet under the indicated headings. The fair value of the
financial instruments are the amounts at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced liquidation
or sale. In particular, the fair values of listed investments were estimated
based on quoted market prices for those investments. The carrying amount of
the short-term deposits and investments approximated to their fair values due
to the short maturity of the investments held. The carrying amount of trade
receivables and payables approximated to their fair values due to the short
maturity of the amounts receivable and payable. The fair value of the groups
bonds, debentures, notes, finance leases and other long-term borrowings has
been estimated on the basis of quoted market prices for the same or similar
issues with the same maturities where they existed, and on calculations of the
present value of future cash flows using the appropriate discount rates in effect
at the balance sheet dates, where market prices of similar issues did not exist.
The fair value of the groups outstanding swaps and foreign exchange contracts
where the estimated amounts, calculated using discounted cash flow models, that
the group would receive or pay in order to terminate such contracts in an arms
length transaction taking into account market rates of interest and foreign
exchange at the balance sheet date.
Carrying amount | Fair value | ||||||||||||
|
|
||||||||||||
2007 | 2006 | 2007 | 2006 | ||||||||||
£m | £m | £m | £m | ||||||||||
Non-derivatives: |
|||||||||||||
Financial liabilities: |
|||||||||||||
Listed bonds, debentures and notes |
6,249 | 7,140 | 7,059 | 7,946 | |||||||||
Finance leases |
567 | 845 | 601 | 885 | |||||||||
Other loans and borrowings |
1,774 | 1,950 | 1,771 | 1,976 | |||||||||
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 129
Consolidated financial statements Notes to the consolidated financial statements
2007 | ||||||||||||||||||||||
Listed bonds, debentures and notes | Effect of hedging and interest | a | Adjusted listed bonds, debentures and notes | Finance leases | Effect of hedging and interest | a | Adjusted finance leases | Other loans and borrowings | Effect of hedging and interest | a | Adjusted other loans and borrowings | Current and non current trade and other payables | b | Current and non current provisions | c | |||||||
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | ||||||||||||
Fixed
rate interest |
||||||||||||||||||||||
Pound
sterling |
1,617 | 4,085 | 5,702 | 110 | | 110 | 152 | (7 | ) | 145 | | | ||||||||||
Euro |
768 | (768 | ) | | | | | | | | | | ||||||||||
US
dollar |
3,563 | (3,563 | ) | | | | | | | | | | ||||||||||
Total
fixed rate interest financial liabilities |
5,948 | (246 | ) | 5,702 | 110 | | 110 | 152 | (7 | ) | 145 | | | |||||||||
Floating
rate interest |
||||||||||||||||||||||
Pound
sterling |
301 | 691 | 992 | 302 | (5 | ) | 297 | 853 | 738 | 1,591 | | | ||||||||||
Euro |
| | | 155 | | 155 | 769 | (769 | ) | | | | ||||||||||
Total
floating rate interest financial liabilities |
301 | 691 | 992 | 457 | (5 | ) | 452 | 1,622 | (31 | ) | 1,591 | | | |||||||||
Total
interest bearing financial liabilities |
6,249 | 445 | 6,694 | 567 | (5 | ) | 562 | 1,774 | (38 | ) | 1,736 | | | |||||||||
Non
interest bearing financial liabilities |
||||||||||||||||||||||
Pound
sterling |
| | | | | | | | | 4,034 | 272 | |||||||||||
Euro |
| | | | | | | | | 856 | 9 | |||||||||||
US
dollar |
| | | | | | | | | 178 | 8 | |||||||||||
Other |
| | | | | | | | | 107 | | |||||||||||
Total |
6,249 | 445 | 6,694 | 567 | (5 | ) | 562 | 1,774 | (38 | ) | 1,736 | 5,175 | 289 | |||||||||
Maturity
profile of interest bearing financial liabilities based on contractual
repricing dates |
||||||||||||||||||||||
Less
than one year |
843 | 149 | 992 | 457 | (5 | ) | 452 | 1,626 | (31 | ) | 1,595 | |||||||||||
Between
one and two years |
| | | | | | 147 | (7 | ) | 140 | ||||||||||||
Between
two and three years |
108 | (108 | ) | | | | | 1 | | 1 | ||||||||||||
Between
three and four years |
2,283 | 227 | 2,510 | | | | | | | |||||||||||||
Between
four and five years |
| | | | | | | | | |||||||||||||
Greater
than five years |
3,015 | 177 | 3,192 | 110 | | 110 | | | | |||||||||||||
Total
interest bearing financial liabilities |
6,249 | 445 | 6,694 | 567 | (5 | ) | 562 | 1,774 | (38 | ) | 1,736 | |||||||||||
Weighted
average effective fixed interest rates |
||||||||||||||||||||||
% | % | % | % | % | % | |||||||||||||||||
Pound
sterling |
7.3 | 9.1 | 10.4 | 10.4 | 10.2 | 10.2 | ||||||||||||||||
Euro |
7.5 | | | | | | ||||||||||||||||
US
dollar |
8.6 | | | | | | ||||||||||||||||
a | Adjustment for hedging and interest reflects the effect of currency derivatives; reclassifies the carrying amount to reflect interest derivatives; and excludes interest and fair value adjustments for hedged risk recognised in carrying amounts. |
b | The carrying amount excludes £1,544 million of current and £590 million of non current trade and other payables which relate to non financial liabilities. |
c | The carrying amount excludes £36 million of non current provisions which relate to non financial liabilities. |
130 BT Group plc Annual
Report & Form 20-F
2006 | ||||||||||||||||||||||
Listed bonds, debentures and notes | Effect of hedging and interest | a | Adjusted listed bonds, debentures and notes | Finance leases | Effect of hedging and interest | a | Adjusted finance leases | Other loans and borrowings | Effect of hedging and interest | a | Adjusted other loans and borrowings | Current and non current trade and other payables | b | Current and non current provisions | c | |||||||
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | ||||||||||||
Fixed
rate interest |
||||||||||||||||||||||
Pound
sterling |
2,022 | 4,077 | 6,099 | 108 | | 108 | 240 | | 240 | | | |||||||||||
Euro |
790 | (790 | ) | | | | | | | | | | ||||||||||
US
dollar |
4,037 | (4,037 | ) | | | | | | | | | | ||||||||||
Total
fixed rate interest financial liabilities |
6,849 | (750 | ) | 6,099 | 108 | | 108 | 240 | | 240 | | | ||||||||||
Floating
rate interest |
||||||||||||||||||||||
Pound
sterling |
291 | 691 | 982 | 568 | (9 | ) | 559 | 1,273 | 426 | 1,699 | | | ||||||||||
Euro |
| | | 169 | | 169 | 371 | (371 | ) | | | | ||||||||||
US
dollar |
| | | | | | 66 | (66 | ) | | | | ||||||||||
Total
floating rate interest financial liabilities |
291 | 691 | 982 | 737 | (9 | ) | 728 | 1,710 | (11 | ) | 1,699 | | | |||||||||
Total
interest bearing financial liabilities |
7,140 | (59 | ) | 7,081 | 845 | (9 | ) | 836 | 1,950 | (11 | ) | 1,939 | | | ||||||||
Non interest bearing financial liabilities | ||||||||||||||||||||||
Pound
sterling |
| | | | | | | | | 3,492 | 298 | |||||||||||
Euro |
| | | | | | | | | 923 | | |||||||||||
US
dollar |
| | | | | | | | | 402 | | |||||||||||
Other |
| | | | | | | | | 82 | | |||||||||||
Total |
7,140 | (59 | ) | 7,081 | 845 | (9 | ) | 836 | 1,950 | (11 | ) | 1,939 | 4,899 | 298 | ||||||||
Maturity
profile of interest bearing financial liabilities based on contractual
repricing dates |
||||||||||||||||||||||
Less
than one year |
700 | 682 | 1,382 | 737 | (9 | ) | 728 | 1,810 | (11 | ) | 1,799 | |||||||||||
Between
one and two years |
624 | (624 | ) | | | | | | | | ||||||||||||
Between
two and three years |
| | | | | | 140 | | 140 | |||||||||||||
Between
three and four years |
120 | (120 | ) | | | | | | | | ||||||||||||
Between
four and five years |
2,503 | 7 | 2,510 | | | | | | | |||||||||||||
Greater
than five years |
3,193 | (4 | ) | 3,189 | 108 | | 108 | | | | ||||||||||||
Total
interest bearing financial liabilities |
7,140 | (59 | ) | 7,081 | 845 | (9 | ) | 836 | 1,950 | (11 | ) | 1,939 | ||||||||||
Weighted
average effective fixed interest rates |
||||||||||||||||||||||
% | % | % | % | % | % | |||||||||||||||||
Pound
sterling |
7.3 | 8.8 | 10.4 | 10.4 | 9.8 | 9.8 | ||||||||||||||||
Euro |
7.6 | | | | | | ||||||||||||||||
US
dollar |
8.8 | | | | | | ||||||||||||||||
a | Adjustment for hedging and interest reflects the effect of currency derivatives; reclassifies the carrying amount to reflect interest derivatives; and excludes interest and fair value adjustments for hedged risk recognised in carrying amounts. |
b | The carrying amount excludes £1,641 million of current and £485 million of non current trade and other payables which relate to non financial liabilities. |
c | The carrying amount excludes £9 million of current and £24 million of non current provisions which relate to non financial liabilities. |
BT Group plc Annual Report & Form 20-F 131
Consolidated financial statements Notes to the consolidated financial statements
2007 | ||||||||||||||||
Current investments | Effect
of hedging and interest |
a | Adjusted
current investments |
Non
current investments |
Cash
and cash equivalents |
Effect
of hedging and interest |
a | Adjusted
cash and cash equivalents |
Trade
and other receivables |
b | ||||||
£m | £m | £m | £m | £m | £m | £m | £m | |||||||||
Fixed
rate interest |
||||||||||||||||
Pound sterling | 3 | | 3 | | | | | | ||||||||
Total
fixed rate financial assets |
3 | | 3 | | | | | | ||||||||
Floating
rate interest |
||||||||||||||||
Pound
sterling |
| | | | 687 | | 687 | | ||||||||
Euro |
| | | | 188 | | 188 | | ||||||||
US
dollar |
| | | | 106 | | 106 | | ||||||||
Other |
| | | | 94 | | 94 | | ||||||||
Total
floating rate financial assets |
| | | | 1,075 | | 1,075 | | ||||||||
Total
interest bearing financial assets |
3 | | 3 | | 1,075 | | 1,075 | | ||||||||
Non
interest bearing financial assets |
||||||||||||||||
Pound
sterling |
| | | 14 | | | | 2,393 | ||||||||
Euro |
| | | | | | | 393 | ||||||||
US
dollar |
| | | 9 | | | | 302 | ||||||||
Other |
| | | 4 | | | | 63 | ||||||||
Total |
3 | | 3 | 27 | 1,075 | | 1,075 | 3,151 | ||||||||
a | Adjustment for hedging and interest reflects the effect of currency derivatives; reclassifies the carrying amount to reflect interest derivatives; and excludes interest recognised in carrying amounts. |
b | The carrying amount excludes £922 million of current and £523 million of non current trade and other receivables which relate to non-financial assets. |
2006 | ||||||||||||||||
Current investments | Effect of hedging and interest |
a | Adjusted current investments |
Non current investments |
Cash and cash equivalents |
Effect of hedging and interest |
a | Adjusted cash and cash equivalents |
Trade and other receivables |
b | ||||||
£m | £m | £m | £m | £m | £m | £m | £m | |||||||||
Fixed rate interest |
||||||||||||||||
Pound sterling |
3 | | 3 | | 19 | | 19 | | ||||||||
Euro |
| | | | 6 | | 6 | | ||||||||
Total fixed rate financial assets |
3 | | 3 | | 25 | | 25 | | ||||||||
Floating rate interest |
||||||||||||||||
Pound sterling |
14 | 342 | 356 | | 1,127 | 422 | 1,549 | | ||||||||
Euro |
| | | | 215 | | 215 | | ||||||||
US dollar |
348 | (348 | ) | | | 522 | (422 | ) | 100 | | ||||||
Other |
| | | | 76 | | 76 | | ||||||||
Total floating rate financial assets |
362 | (6 | ) | 356 | | 1,940 | | 1,940 | | |||||||
Total interest bearing financial assets |
365 | (6 | ) | 359 | | 1,965 | | 1,965 | | |||||||
Non interest bearing financial assets |
||||||||||||||||
Pound sterling |
| | | 12 | | | | 2,218 | ||||||||
Euro |
| | | 1 | | | | 647 | ||||||||
US dollar |
| | | 2 | | | | 269 | ||||||||
Other |
| | | 2 | | | | 74 | ||||||||
Total |
365 | (6 | ) | 359 | 17 | 1,965 | | 1,965 | 3,208 | |||||||
a | Adjustment for hedging and interest reflects the effect of currency derivatives; reclassifies the carrying amount to reflect interest derivatives; and excludes interest recognised in carrying amounts. |
b | The carrying amount excludes £686 million of current and £305 million of non current trade and other receivables which relate to non-financial assets. |
132 BT Group plc Annual
Report & Form 20-F
33. FINANCIAL INSTRUMENTS
AND RISK MANAGEMENT continued
The maturity profile of interest bearing
financial assets based on contractual repricing dates is less than one year.
The floating rate financial assets bear interest rate in their respective currencies,
fixed in advance for periods ranging from one day to one year by reference to
LIBOR quoted rates.
Additional financial instrument
disclosures required under UK GAAP for the 2005 financial year
The following information is provided
in accordance with the requirements of FRS 13 Derivatives and other
financial instruments: disclosures. The financial information excludes
all of the groups short-term receivables and payables.
Financial assets held for trading
2005 £m |
||
|
||
Net gain included in profit and loss account |
18 | |
Hedges
Gains and losses on instruments used for hedging are not recognised until the exposure that is being hedged is itself recognised. Unrecognised and deferred gains and losses on instruments used for hedging and those recognised in the year ended 31 March 2005 are as follows:
2005 | ||||
Gains | Losses | |||
£m | £m | |||
Gains and losses: |
||||
recognised in the year but arising in previous yearsa |
124 | 59 | ||
unrecognised at the balance sheet date |
47 | 799 | ||
carried forward in the year end balance sheet, pending recognition in the profit and loss accounta |
545 | 165 | ||
expected to be recognised in the following year: |
||||
unrecognised at balance sheet date |
36 | 51 | ||
carried
forward in the year end balance sheet, pending recognition in the profit
and loss accounta
|
136 | 39 | ||
a | Excluding gains and losses on hedges accounted for by adjusting the carrying amount of a fixed asset. |
BT Group plc Annual Report & Form 20-F 133
Consolidated financial statements Notes to the consolidated financial statements
35. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The groups consolidated financial
statements are prepared in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRS), which differ in certain
respects from those applicable in the United States. For BT there are no
differences between IFRS as adopted for use in the EU and IFRS as published
by the IASB.
(i)
DIFFERENCES BETWEEN IFRS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(US GAAP)
The following are the main
differences between IFRS and US GAAP which are relevant to the groups
consolidated financial statements.
(a) Sale and leaseback of properties
Under IFRS, the sale of BTs
property portfolio in 2001 is treated as a disposal and the vast majority of
the subsequent leaseback is an operating lease. Under US GAAP as BT has a continuing
interest in the properties, these properties are recorded on the balance sheet
at their net book value, a leasing obligation is recognised and the gain on
disposal is deferred until the properties are sold and vacated by BT and the
corresponding lease obligation is terminated. Rental payments made by BT are
reversed and replaced by a finance lease interest and a depreciation charge.
(b) Pensions
Under IFRS, the group accounts for
its pension benefit plans according to IAS 19 Employee Benefits.
Surpluses and deficits of pension and other post-retirement benefit plans are
included in the group balance sheet at their fair values and all movements in
these balances are reflected in the income statement, except for those actuarial
gains and losses which are reflected in the statement of recognised income and
expense. The over or underfunded status of the defined benefit plan is recorded
as an asset or liability on the balance sheet.
Prior
to the adoption of FAS 158 Employers Accounting for Defined Benefit Pension
and Other Post-Retirement Plans, an amendment of FASB Statements No 87, 88,
106 and 132 (R) (FAS 158), when a pension plan had an accumulated
benefit obligation which exceeded the fair value of the plan assets, FAS 87
required the unfunded amount to be recognised as a minimum liability in the
balance sheet under US GAAP. The offset to the liability was recorded as an
intangible asset up to the amount of any unrecognised prior service cost, and
thereafter directly in other comprehensive income. The actuarial gains or losses
recognised in other comprehensive income were transferred to net income over
the average remaining service period if certain thresholds were met.
FAS
158 requires an employer to recognise the over or underfunded status of a defined
benefit post-retirement plan as an asset or liability and to recognise changes
in that funded status in other comprehensive income in the year in which the
changes occur. Because the funded status of benefit plans are now fully recognised,
a minimum liability is no longer recognised. Retrospective application of FAS
158 is not permitted and upon adoption of FAS 158, the recognition of the over
or underfunded status of the groups defined benefit pension plans is generally
consistent with IAS 19. Differences in recognition rules for actuarial gains
and losses will continue to give rise to differences in periodic pension expense
as measured under IFRS and US GAAP. The group has adopted FAS 158 in full with
effect from 31 March 2007.
(c) Capitalisation of interest
Under IFRS, the group has chosen not
to capitalise interest. Under US GAAP, the estimated amount of interest incurred
whilst constructing major capital projects is included in property, plant and
equipment, and depreciated over the lives of the related assets. The amount
of interest capitalised is determined by reference to the average interest rates
on outstanding borrowings. The capitalised interest is depreciated over a period
of 5 to 27 years determined by the nature of the related asset.
(d) Financial instruments
The group exercised the exemption
available under IFRS 1 to adopt IAS 32, Financial Instruments: Disclosure
and Presentation and IAS 39, Financial Instruments: Recognition
and Measurement from 1 April 2005. The 2005 comparative period is therefore
presented in accordance with UK GAAP.
Under
UK GAAP, investments are held on the balance sheet at historical cost. Gains
and losses on instruments used for hedges are not recognised until the exposure
being hedged is recognised. Certain derivative financial instruments which qualify
for hedge accounting under UK GAAP do not qualify or were not designated as
hedges under US GAAP.
From
1 April 2005 the group adopted IAS 32 and IAS 39 which gave rise to differences
in accounting treatments applied under US GAAP SFAS No. 133 Accounting
for Derivative Instruments and Hedging Activities. On adoption of IAS
39, all derivative financial instruments and the fair value of the hedged risks,
where a hedged item is in a fair value hedge, were recognised as a one time
transition adjustment to equity and resulted in a transitional difference between
US GAAP and IFRS.
Under
IFRS, certain cash flow hedges result in a hedged non-financial asset or liability
being adjusted from the equity reserve for the applicable hedged amount. US
GAAP does not allow the amounts taken to equity to be transferred to the initial
carrying amount of the non-financial asset or liability. The amounts remain
in equity and are recognised in earnings as the non-financial asset is depreciated
or disposed.
The
group did not apply hedge accounting under US GAAP for certain items designated
as hedges under IFRS. As a result, certain gains or losses on derivatives held
in the cash flow reserve or translation reserve are credited or charged to the
income statement under US GAAP. In addition, under IFRS, the hedged risk associated
with a hedged item is fair valued where the item has been designated in a fair
value hedge. As hedge accounting has not been claimed for those items under
US GAAP, this fair value adjustment will not be reflected. These differences
will reverse as the derivatives or hedged items mature, are sold or expire.
The
fair value and book value of derivative instruments as at 31 March 2007 and
2006 is disclosed in note 33.
134 BT Group plc Annual Report & Form 20-F
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
IFRS prescribes four investment categories,
namely held for trading, available-for-sale, loans and receivables and held
to maturity. US GAAP prescribes only three categories, namely held for trading,
available-for-sale and held to maturity. Whilst the held for trading and available-for-sale
categories are similar under both GAAPs, items held in loans and receivables
under IFRS are generally classified as held to maturity under US GAAP.
(e) Foreign exchange
Under US GAAP, on the sale of a foreign
enterprise, foreign exchange differences within the cumulative translation adjustment (CTA)
are included in net income in arriving at a gain or loss on disposal. Although
IFRS also requires inclusion of the cumulative translation differences held
in reserves as part of the calculation of gains or losses on disposal, they
were reset to zero on transition to IFRS on 1 April 2004.
(f) Deferred taxation
Under both IFRS and US GAAP, provision
for deferred income tax is required on a full provision basis in accordance
with IAS 12 Income taxes and SFAS No. 109 Accounting for Income
Taxes.
Under
IFRS, deferred tax is recorded for temporary differences and deferred tax assets
are recognised only to the extent that it is probable that taxable profits will
be available against which the deductible temporary difference can be utilised.
Deferred tax assets not recognised are disclosed in note 21.
Under
US GAAP deferred taxes are recorded on all temporary differences and a valuation
allowance is established in respect of those deferred tax assets where it is
more likely than not that some portion will remain unrealised.
Deferred
tax adjustments in the IFRS to US GAAP reconciliation are primarily the result
of the deferred tax impact of the other US GAAP adjustments made in the reconciliation.
In addition, IFRS and US GAAP adopt different methods for recognising deferred
tax on share based payments. Under FAS 123 (R), deferred tax assets are recognised
over the service period based on the compensation charge. Any realised tax deductions
which exceed the related compensation expense is recognised in additional paid
in capital (APIC). These benefits are pooled and can be used to offset shortfalls
in deductions related to other share awards.
At 31
March 2007, total deferred tax liabilities were £1,447 million (2006:
£1,291 milliona) primarily in respect of accelerated capital
allowances and total deferred tax assets were £117 million (2006:
£1,132 million), primarily in respect of pension obligations.
The total valuation allowance recognised
for deferred tax assets was as follows:
2007 | 2006 | Movement in year | ||||
£m | £m | £m | ||||
Capital
losses |
5,279 | 5,493 | (214) | |||
Operating
losses not utilised |
741 | 775 | (34) | |||
Other |
313 | 271 | 42 | |||
Total |
6,333 | 6,539 | (206) | |||
a | Opening retained earnings and shareholders equity have been restated to correct a deferred tax valuation allowance of £320 million related to the groups property sale and leaseback transaction in 2001. The adjustment has the effect of increasing US GAAP deferred tax assets and retained earnings by £320 million. The adjustment did not have a material impact on US GAAP net income or earnings per share for any of the years presented. |
BT Group plc Annual Report & Form 20-F 135
Consolidated financial statements Notes to the consolidated financial statements
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
(i) Share-based payments
Under IFRS 2 Share-Based Payment,
share options are fair valued at their grant date and the cost is charged to
the income statement over the relevant vesting periods.
The
group adopted SFAS No. 123 (revised 2004) Share-Based Payment with
effect from 1 April 2005 using the modified prospective transition method. Under
FAS 123(R), share based payments to employees are required to be measured based
on their grant date fair value (with limited exceptions) and recognised over
the related service period. For periods prior to 1 April 2005, the
group accounted for share-based payments under Accounting Principles Board Opinion
No. 25 using the intrinsic value method. The results for the prior periods have
not been restated.
Under
US GAAP the fair value of the Deferred Bonus Plan award is spread over the three
year vesting period, but under IFRS the fair value is spread over the performance
period, which is four years.
For
the 2007 financial year, the compensation expense for all types of share based
payment arrangements was £91 million (2006: £77 million).
At 31
March 2007 the group had approximately £106 million (2006: £121
million) of total unrecognised compensation expense related to non vested share-based
compensation arrangements, of which £51 million (2006: £86 million)
relates to share option schemes. The total expense is expected to be recognised
over a weighted average period of 1.9 years (2006: 2.0 years), and 2.1 years
(2006: 2.1 years) for share option schemes.
The
tax benefit realised from share options exercised and share awards vested during
the year was approximately £26 million (2006: £9 million). Cash
proceeds received from the exercise of share options during the year was £123
million (2006: £13 million).
(j) Goodwill
Under UK GAAP, the group wrote off
goodwill arising from the purchase of subsidiary undertakings, associates and
joint ventures on acquisition prior to 1 April 1998, against retained earnings.
Goodwill arising on acquisitions completed after 1 April 1998 was capitalised
and amortised on a straight line basis over its useful economic life. Following
transition to IFRS, goodwill is no longer amortised but tested annually for
impairment and the amount of goodwill previously recorded at the transition
date was carried forward under IFRS.
Under
US GAAP up to 31 March 2002, goodwill arising on the acquisition of subsidiaries,
associates and joint ventures was capitalised as an intangible asset and amortised
over its useful life. BT adopted SFAS No. 142 Goodwill and other
intangible assets on 1 April 2002 and goodwill is no longer amortised
but tested annually for impairment.
(k) Property rationalisation provision
In the 2003 financial year, a provision
in connection with the rationalisation of the groups London office property
portfolio was recorded. Under US GAAP, in accordance with SFAS No 146 Accounting
for costs associated with exit or disposal activities, these costs are
not recognised until the group fully exits and therefore ceases to use the affected
properties. All these properties were exited by 31 December 2004.
(l) Contingent consideration
Under IFRS contingent consideration
in respect of acquisitions is recorded when the outcome of the contingency is
considered more likely than not. Under US GAAP the consideration is recorded
when the contingent event has occurred.
(m) Termination benefits
Under US GAAP the fair value of termination
benefits for employees who are to be retained beyond their minimum contractual
retention period is recognised on a straight line basis over the future service
period. Under IFRS these costs are recognised when the employees agree to leave
the group.
136 BT Group plc Annual Report & Form 20-F
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
(II) NET INCOME
AND SHAREHOLDERS EQUITY RECONCILIATION STATEMENTS
The following statements summarise
the material estimated adjustments, gross of their tax effect, which reconcile
net income and total equity from that reported under IFRS to that which would
have been reported had US GAAP been applied.
Net income
Years ended 31 March |
Note | 2007 £m |
2006 £m |
2005 £m |
||||
Profit for the year in accordance with IFRS |
2,852 | 1,548 | 1,829 | |||||
Profit (loss) attributable to minority interests |
2 | 1 | (1 | ) | ||||
Profit attributable to equity shareholders in accordance with IFRS |
2,850 | 1,547 | 1,830 | |||||
Adjustment for: |
||||||||
Sale and leaseback of properties |
a | (29 | ) | (18 | ) | 21 | ||
Pension costs |
b | (195 | ) | (220 | ) | (333 | ) | |
Capitalisation of interest |
c | (5 | ) | (16 | ) | (13 | ) | |
Financial instruments |
d | 175 | (436 | ) | (415 | ) | ||
Foreign exchange |
e | | 39 | | ||||
Deferred taxation |
f | | 3 | 3 | ||||
Impairment of property, plant and equipment |
g | (16 | ) | (38 | ) | (24 | ) | |
Revenue |
h | (82 | ) | | | |||
Share based payments |
i | 2 | (1 | ) | 13 | |||
Property rationalisation provision |
k | | | (5 | ) | |||
Termination benefits |
m | | | (20 | ) | |||
2,700 | 860 | 1,057 | ||||||
Tax effect of US GAAP adjustments |
92 | 203 | 240 | |||||
Net income as adjusted for US GAAP |
2,792 | 1,063 | 1,297 | |||||
Basic earnings per American Depositary Share as adjusted for US GAAPa |
£3.37 | £1.26 | £1.52 | |||||
Diluted earnings per American Depositary Share as adjusted for US GAAPa |
£3.29 | £1.25 | £1.51 | |||||
a | Each American Depositary Share is equivalent to ten ordinary shares. |
At 31 March |
Note | 2007 £m |
2006 restated £m |
a | ||
Total equity under IFRS |
4,272 | 1,607 | ||||
Attributable to minority interest |
(34 | ) | (52 | ) | ||
Total parent shareholders equity under IFRS |
4,238 | 1,555 | ||||
Adjustment for: |
||||||
Sale and leaseback of properties |
a | (1,095 | ) | (1,067 | ) | |
Pension costs |
b | | (1,228 | ) | ||
Capitalisation of interest |
c | 151 | 164 | |||
Financial instruments |
d | (7 | ) | 3 | ||
Deferred taxation |
f | (74 | ) | | ||
Impairment of property, plant and equipment |
g | 22 | 40 | |||
Revenue |
h | (82 | ) | | ||
Goodwill |
j | 123 | 114 | |||
3,276 | (419 | ) | ||||
Tax effect of US GAAP adjustments |
310 | 581 | ||||
Shareholders equity as adjusted for US GAAP |
3,586 | 162 | ||||
a | Restatement of deferred tax valuation allowance as set out in note f on page 135. |
BT Group plc Annual Report & Form 20-F 137
Consolidated financial statements Notes to the consolidated financial statements
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
Reclassifications
The following reclassifications would
need to be made in addition to those disclosed elsewhere and in the above reconciliation
of shareholders equity in order to present amounts in accordance with
US GAAP.
| Trade and other receivables and trade and other payables would be £562 million higher (2006: £348 million higher) see note (h). |
| A finance lease obligation of £2,316 million higher (2006: £2,325 million higher) and property, plant and equipment of £669 million higher (2006: £780 million higher) would be shown and trade and other payables would be £552 million lower (2006: £478 million lower) in respect of the property sale and finance leaseback
transaction as described in note (a). |
| Goodwill would be £7 million lower (2006: £10 million lower), other debtors would be £1 million lower (2006: £1 million lower), current liabilities would be the same (2006: £2 million lower) and long term borrowings would be £1 million lower (2006: £12 million lower) in respect of financial instruments. |
| Prior to the adoption of FAS 158 a pension intangible asset was recognised separately from retirement benefit obligations. Due to the adoption of FAS 158 on 31 March 2007 there is no reclassification required in the current year (2006: £31 million). |
| As outlined in note (1), contingent consideration on acquisitions of £15 million (2006: £7 million) was not recognised for US GAAP. This results in goodwill and other payables being lower by £15 million (2006: £7 million). |
| The cumulative
impact of the above adjustments is: |
| Current assets
£649 million higher (2006: £337 million higher) |
| Non current assets £943 million higher (2006: £1,490 million higher) |
| Current liabilities £164 million higher (2006: £137 million lower) |
| Non current liabilities £2,080 million higher (2006: £3,356 million higher). |
(III)
CONSOLIDATED STATEMENTS OF CASH FLOWS
The group cash flow statements are
presented in accordance with IAS 7. The statements prepared under IAS 7 present substantially the same information as that required under SFAS No. 95, Statement of Cash Flows.
If the cash flow statement had been prepared in accordance with SFAS No 95, the net movement in cash and cash equivalents would have been higher by £130 million (2006: £179 million higher, 2005: unchanged). This is because under IAS 7,
bank overdrafts are classified as a movement in cash and cash equivalents,
while under US GAAP, the movements in bank overdrafts are classified as a financing
activity.
(IV)
PENSION COSTS
The net liabilities of the BTPS represent
substantially all of the groups pensions obligations.
The
pension cost determined under FAS 87 was calculated by reference to an expected
long-term rate of return on scheme assets of 6.5% (2006: 7.1%, 2005: 7.3%).
The
components of the net periodic pension cost for the BTPS comprised:
2007 £m |
2006 £m |
2005 £m |
||||
Service cost |
612 | 538 | 507 | |||
Interest cost |
1,787 | 1,784 | 1,745 | |||
Expected return on scheme assets |
(2,206 | ) | (2,042 | ) | (1,897 | ) |
Amortisation of prior service costs |
24 | 24 | 24 | |||
Amortisation of loss |
150 | 215 | 263 | |||
Net periodic pension cost under US GAAP |
367 | 519 | 642 | |||
Prior
to adoption £m |
Effect
of Adoption £m |
As
reported £m |
||||
Intangible
assets |
1 | (1 | ) | | ||
Defined
benefit pension plan deficit |
(2,145 | ) | 1,852 | (293 | ) | |
Deferred
taxes |
644 | (556 | ) | 88 | ||
Shareholders
equity |
(1,500 | ) | 1,295 | (205 | ) | |
Accumulated
other comprehensive income |
| (1,851 | ) | (1,851 | ) | |
Deferred
taxes |
| 556 | 556 | |||
Accumulated
other comprehensive income (net of deferred tax) |
| (1,295 | ) | (1,295 | ) | |
138 BT Group plc Annual Report & Form 20-F
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
The effect on shareholders equity
(retained earnings) as a result of adopting the change in measurement date is
£92 million. This effect is included in the projected benefit obligation
in excess of scheme assets prior to the transition adjustments to reflect the
fully funded status of the plan.
The table below shows the amounts
included in accumulated other comprehensive income at 31 March 2007 that have
not yet been recognised as components of the pension benefits expense in the
income statement, as adjusted to accord with US GAAP.
£m | ||
Net actuarial (gain) |
(1,852 | ) |
Prior service cost |
1 | |
The amounts included in accumulated
other comprehensive income at 31 March 2007 which are expected to be recognised
as components of the pension benefits expense for the year ended 31 March 2008
in the income statement, as adjusted to accord with US GAAP are shown below.
£m | ||
Net actuarial (gain) |
(154 | ) |
Prior service cost |
1 | |
2007 £m |
2006 £m |
|||
Changes in benefit obligation |
||||
Benefit obligation at the beginning of the year |
38,730 | 34,336 | ||
Service cost |
612 | 538 | ||
Interest cost |
1,787 | 1,783 | ||
Employee contributions |
18 | 21 | ||
Actuarial movement |
(1,732 | ) | 3,438 | |
Adjustment for change in measurement date |
637 | | ||
Benefits paid or payable |
(1,472 | ) | (1,385 | ) |
Translation |
| (1 | ) | |
Benefit obligation at the end of the year |
38,580 | 38,730 | ||
The accumulated benefit obligation
at 31 March 2007 was £37,703 million (2006: £37,850 million).
2007 £m |
2006 £m |
|||
Changes in scheme assets |
||||
Fair value of scheme assets at the beginning of the year |
34,293 | 29,169 | ||
Actual return on scheme assets |
3,978 | 6,039 | ||
Employer contributions |
919 | 450 | ||
Employee contributions |
18 | 21 | ||
Adjustment for change in measurement date |
551 | | ||
Benefits paid or payable |
(1,472 | ) | (1,385 | ) |
Translation |
| (1 | ) | |
Fair value of scheme assets at the end of the year |
38,287 | 34,293 | ||
BT Group plc Annual Report & Form 20-F 139
Consolidated financial statements Notes to the consolidated financial statements
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
2007 £m |
2006 £m |
|||
Reconciliation of funded status under US GAAP |
||||
Projected benefit obligation in excess of scheme assets |
(293 | ) | (4,437 | ) |
Unrecognised prior service costs |
| 31 | ||
Other unrecognised net actuarial losses |
| 1,802 | ||
Net minimum additional pension liability |
| (953 | ) | |
Net amount recognised under US GAAP |
(293 | ) | (3,557 | ) |
The benefit obligation and pension
cost for the BTPS were determined using the following assumptions at 1 January
2006 and 1 January 2005. For the current financial year the group has early
adopted the change in measurement date provisions of FAS 158, and have changed
the measurement date to the year end date of 31 March 2007. The current year
assumptions are disclosed in note 29.
2006 per annum % |
2005 per annum % |
|||
Discount rate |
4.7 | 5.3 | ||
Rate of future pay increases |
3.4 | 3.6 | ||
Rate of future pension increases |
2.6 | 2.6 | ||
Contributions expected to be paid
to the BTPS during the 2008 financial year are estimated at £748 million
including £320 million of deficiency contributions.
Estimated
future benefit payments are as follows:
£m | ||
Year ending 31 March 2008 |
1,526 | |
Year ending 31 March 2009 |
1,591 | |
Year ending 31 March 2010 |
1,671 | |
Year ending 31 March 2011 |
1,768 | |
Year ending 31 March 2012 |
1,862 | |
1 April 2012 to 31 March 2017 |
10,748 | |
Asset allocation
The Trustees of the BTPS approve the
target asset allocation as well as deviation limits. The objective of the investment
activities is to maximise investment returns within an acceptable level of risk,
taking into consideration the liabilities of the BTPS. For the 2007 financial
year the group has early adopted the change in measurement date provisions of
FAS 158, and has changed the measurement date to the year end date of 31 March
2007. Therefore the 2007 financial year disclosure for each major category of
plan assets and the percentage of the fair value of total plan assets is disclosed
in note 29.
The
prior year disclosures are presented below:
Period ended 31 December 2005 | ||||||
Fair value £bn |
% |
Target % |
||||
Equities |
20.3 | 59 | 58 | |||
Fixed interest securities |
5.4 | 16 | 16 | |||
Index linked securities |
3.2 | 9 | 9 | |||
Property |
4.2 | 12 | 12 | |||
Cash and other |
1.2 | 4 | 5 | |||
34.3 | 100 | 100 | ||||
The assumption for the expected return
on scheme assets is a weighted average based on an assumed expected return for
each asset class and the proportions held for each asset class at the beginning
of the year. The expected returns on bonds are based on the gross redemption
yields at the start of the year. Expected returns on equities and property are
based on a combination of an estimate of the risk premium above, yields on government
bonds and consensus economic forecasts on future returns. The expected return
of 7.1% per annum used for the calculation of pension costs for the year ended
31 March 2006 is consistent with that adopted for IAS 19.
140 BT Group plc Annual Report & Form 20-F
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
(V) INCOME STATEMENT
IN US GAAP FORMAT
The group income statements on page
86 comply with IFRS and the directors believe they are in the most appropriate
format for shareholders to understand the results of our business. We believe
that it is important to show our results before deducting specific items because
these predominantly relate to items which are significant, one-off or unusual
in nature. For SEC reporting purposes this presentation may be considered non
GAAP and therefore the group has also prepared the following income statement.
The numbers disclosed in the following income statement are prepared under IFRS.
2007 £m |
2006 £m |
2005 £m |
||||
Revenue |
20,223 | 19,514 | 18,429 | |||
Operating expenses: |
||||||
Payroll costs |
4,505 | 4,066 | 3,832 | |||
Depreciation and amortisation |
2,920 | 2,884 | 2,844 | |||
Payments to telecommunication operators |
4,162 | 4,045 | 3,725 | |||
Other operating expenses |
6,328 | 6,251 | 5,587 | |||
Total operating expenses |
17,915 | 17,246 | 15,988 | |||
Net operating income |
2,308 | 2,268 | 2,441 | |||
Other income, net |
255 | 228 | 551 | |||
Net interest expense |
(94 | ) | (472 | ) | (599 | ) |
Income taxes |
368 | (492 | ) | (525 | ) | |
Equity in earnings (losses) of investees |
15 | 16 | (39 | ) | ||
Minority interests |
(2 | ) | (1 | ) | 1 | |
Net income |
2,850 | 1,547 | 1,830 | |||
Earnings per share basic |
34.4p | 18.4 | p | 21.5 | p | |
Earnings per share diluted |
33.6p | 18.1 | p | 21.3 | p | |
(VI) ADDITIONAL US GAAP INFORMATION
Intangible asset amortisation
The total amortisation charge expected
under US GAAP in 2008 is £589 million. As a consequence of the pattern of amortisation applied this annual charge will decrease in each of the following four years to be approximately £53 million for the year ended 31 March
2012.
US GAAP Developments
In February 2006, the FASB issued
SFAS No 155, Accounting for Certain Hybrid Instruments an amendment to FASB statements No 133 and 140 (FAS 155), that amends SFAS No 133 Accounting for derivative Instruments and hedging activities (FAS 133) and SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (FAS 140). This statement resolves issues addressed in FAS 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitised Financial Assets.
The statement permits fair value remeasurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require bifurcation.
Additionally it clarifies which interest-only strips and principal-only strips
are not subject to the requirements of FAS 133. FAS 155 also establishes a
requirement to evaluate interests in securitised financial assets to identify
interests that are freestanding derivatives or that are hybrid financial instruments
that contain an embedded derivative requiring bifurcation. It clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives. Also FAS 155 amends FAS 140 to eliminate the prohibition on a
qualifying
special purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial instrument.
FAS 155 is effective for BT for all financial instruments acquired or issued
after 31 March 2007. The group does not expect this to have a material impact
on the financial statements.
In March 2006 the FASB issued SFAS No 156, Accounting for Servicing of Financial Assets: an amendment of FASB No 140 (FAS 156) that amends SFAS No 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities with
respect to the accounting for separately recognised servicing assets and servicing
liabilities. FAS 156 is effective for BT from 1 April 2007. The group does
not anticipate that the adoption of this new statement at the required effective
date will have a significant effect on its results of operations, financial
position or cash flows.
BT Group plc Annual Report & Form 20-F 141
Consolidated financial statements Notes to the consolidated financial statements
35. UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES continued
In September 2006, the FASB issued
SFAS No 157, Fair Value Measurements (FAS 157). FAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. The provisions of this standard apply to other accounting
pronouncements that require or permit fair value measurements. FAS 157 applies
for the groups financial year beginning 1 April 2008. The group is currently
evaluating the impact, if any, that the adoption of FAS 157 will have on the
consolidated financial statements.
In February
2007, the FASB issued SFAS No 159, The Fair value option for financial
assets and financial liabilities (FAS 159). FAS 159 permits
entities to choose to measure, on an item by item basis, specified financial
instruments and certain other items at fair value. Unrealised gains and losses
on items for which the fair value option has been elected are required to be
reported in earnings at each reporting date. FAS 159 is effective for the 2009
financial year, the provisions of which are required to be applied prospectively.
The group is currently evaluating the impact, if any, that the adoption of FAS
159 will have on the consolidated financial statements.
In July
2006, the FASB issued Interpretation No 48 Accounting for Uncertainty
in Income Taxes An Interpretation of FASB Statement No 109 (FIN
48). FIN 48 requires tax benefits from uncertain positions to be recognised
only if it is more likely than not that the position is sustainable
based on its technical merits. The interpretation also requires qualitative
and quantitative disclosures, including discussion of reasonably possible changes
that might occur in unrecognised tax benefits over the next 12 months, a description
of open tax years by major jurisdiction, and a roll-forward of all unrecognised
tax benefits. FIN 48 applies for the groups financial year beginning 1
April 2007. The group is currently in the process of quantifying the impact,
if any, on the consolidated financial statements.
In September
2006, the FASB ratified Emerging Issues Task Force No 06-01 Accounting
for Consideration Given by a Service Provider to Manufactures or Resellers of
Equipment Necessary for an End-Customer to Receive Service from the Service
Provider (EITF 06-01). This guidance requires the application
of EITF 01-09 Accounting for Consideration Given by a Vendor to a Service
providers end customer (EITF 01-09), when consideration
is given to a reseller or manufacturer for benefit to the service providers
end customer. EITF 01-09 requires the consideration given to be recorded as
a liability at the time of the sale of the equipment and, also, provides guidance
for the classification of the expense. EITF 06-01 is effective for the groups
financial year beginning 1 April 2008. The group is currently in the process
of quantifying the impact, if any, on the consolidated financial statements.
142 BT Group plc Annual Report & Form 20-F
Financial statements
Glossary of terms and US equivalents
Term used in UK annual report | US equivalent
or definition
|
Accounts | Financial
statements
|
Associates | Equity investees
|
Capital allowances | Tax depreciation
|
Capital redemption reserve | Other additional
capital
|
Finance lease | Capital lease
|
Financial year | Fiscal year
|
Freehold | Ownership
with absolute rights in perpetuity
|
Gearing | Leverage
|
Inland calls | Local and
long-distance calls
|
Interests in associates and joint ventures | Securities
of equity investees
|
Leaver costs | Termination benefits |
Loans to associates and joint ventures | Indebtedness
of equity investees not current
|
Own work capitalised | Costs of
labour engaged in the construction of plant and
equipment for internal use |
Provision for doubtful debts | Allowance
for bad and doubtful accounts receivable
|
Provisions | Long-term
liabilities other than debt and specific accounts payable
|
Statement of recognised income and expense | Comprehensive
income
|
Reserves | Shareholders equity
other than paid-up capital
|
Share premium account | Additional
paid-in capital or paid-in surplus (not distributable)
|
BT Group plc Annual Report & Form 20-F 143
Financial statements
Report of the independent auditors parent company
Independent auditors report to the members of BT Group plc
We have audited the parent company financial statements of BT Group plc for the year ended 31 March 2007 which comprise the balance sheet, accounting policies and the related notes. These parent company financial statements have been prepared under the accounting policies set out therein. These parent
company financial statements are set out on pages 145 to 148. We have also audited the information in the Report on directors remuneration that is described as having been audited.
We have reported separately on the group financial statements of BT Group plc for the year ended 31 March 2007. This separate report is set out on page 75.
Respective responsibilities of directors and auditors
The directors responsibilities for preparing the Annual Report and the parent company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors responsibilities.
Our responsibility is to audit the parent company financial statements and the part of the Report on the directors remuneration to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared
for and only for the companys members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company financial statements and the part of the report on the directors remuneration to be audited have been properly prepared in accordance with the Companies Act 1985. We
also report to you whether in our opinion the information given in the report of the directors is consistent with the parent company financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and Form 20-F and consider whether it is consistent with the audited parent company financial statements. The other information comprises only BT at a glance, the Chairmans message, the Chief Executives statement and the Report of the Directors. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the parent company financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the parent company financial statements and the part of the Report on
directors remuneration to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the companys circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the parent company financial statements and the part of the Report on directors remuneration to be audited are
free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the parent company financial statements and the part of the Report on directors remuneration to be audited.
Opinion
In our opinion:
| the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the companys affairs as at 31 March 2007; |
| the parent
company financial statements and the part of the Report on directors
remuneration to be audited have been properly prepared in accordance with
the Companies Act 1985; and |
| the information
given in the Report of the Directors is consistent with the parent company
financial statements. |
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
16 May 2007
144 BT Group plc Annual Report & Form 20-F
Financial statements
Financial Statements of BT Group plc
BT GROUP PLC ACCOUNTING POLICIES
(i)
Accounting basis
The financial statements are prepared on a going concern basis and under the historical cost convention as modified by the revaluation of certain financial assets and liabilities at fair value in accordance with the Companies Act 1985 and applicable United Kingdom accounting standards (UK GAAP).
As permitted by Section 230(3) of the Companies Act 1985, the companys
profit and loss account has not been presented.
The BT Group plc consolidated financial statements for the year ended 31 March 2007 contain a consolidated statement of cash flows. Consequently, the company has taken advantage of the exemption in FRS 1, (Revised 1996) Cash Flow Statements not
to present its own cash flow statement.
The BT Group plc consolidated financial statements for the year ended 31 March 2007 contain related party disclosures. Consequently, the company has taken advantage of the exemption in FRS 8, Related Party Disclosures not
to disclose transactions with other members of the BT Group.
The BT Group plc consolidated financial statements for the year ended 31 March 2007 contain financial instrument disclosures which comply with FRS 25, Financial Instruments: Disclosure and Presentation. Consequently, the company has taken advantage of the exemption in FRS 25
not to present separate
financial instrument disclosures for the company.
(ii)
Investments in subsidiary undertakings
Investments in subsidiary undertakings are stated at cost and reviewed for impairment if there are indicators that the carrying value may not be recoverable.
(iii)
Investments
Investments comprise an available-for-sale asset. Available-for-sale financial assets are carried at fair value, with unrealised gains and losses recognised in equity until the financial asset is de-recognised, at which time the cumulative gain or loss previously recognised in equity is taken to the income statement, in the
line item that most appropriately reflects the nature of the item or transaction.
(iv)
Taxation
Full provision is made for deferred taxation on all timing differences which have arisen but not reversed at the balance sheet date. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that there will be sufficient taxable profits from which the underlying timing differences can
be deducted. The deferred tax balances are not discounted.
(v)
Dividends
Dividend distributions are recognised as a liability in the year in which the dividends are approved by the companys shareholders. Interim dividends are recognised when they are paid; final dividends when authorised in general meetings by shareholders.
(vi)
Share capital
Ordinary shares are classified as equity. Repurchased shares of the company are recorded in the balance sheet as treasury shares and presented as a deduction from shareholders equity at cost.
(vii)
Cash
Cash includes cash in hand, bank deposits repayable on demand and bank overdrafts.
(viii)
Share based payments
The company does not incur a charge for share based payments. However the issuance by the company of share options and awards to employees of its subsidiaries represents additional capital contributions to its subsidiaries. An addition to the companys investment in subsidiaries is recorded with a corresponding
increase in equity shareholders funds. The additional capital contribution is determined based on the fair value of options and awards at the date of grant and is recognised over the vesting period.
OTHER INFORMATION
(i)
Dividends
The directors are proposing that a final dividend in respect of the year ended 31 March 2007 of 10.0 pence will be paid to shareholders on 17 September 2007, taking the full year proposed dividend in respect of the 2007 financial year to 15.1 pence (2006: 11.9 pence). This dividend is subject to shareholder
approval at the Annual General Meeting and therefore the liability of £825 million (2006: £631 million) has not been included in these financial statements.
(ii)
Employees
The five (2006: five) executive directors of BT Group plc were the only employees of the company during the 2007 financial year. The costs relating to qualifying services provided to the companys principal subsidiary, British Telecommunications plc, are recharged to that company.
(iii)
Available-for-sale
The movement in the available-for-sale reserve in the year was £nil (2006: £nil).
BT Group plc Annual Report & Form 20-F 145
Financial
statements Financial Statements of BT Group plc
BT GROUP PLC COMPANY BALANCE SHEET
2007 £m |
2006 £m |
||||||
Fixed assets |
|||||||
Investments in subsidiary undertakings |
10,064 | 9,971 | |||||
Total fixed assets |
10,064 | 9,971 | |||||
Current assets |
|||||||
Debtorsa |
137 | 3 | |||||
Investmentsb |
| 1 | |||||
Cash at bank and in hand |
17 | 22 | |||||
Total current assets |
154 | 26 | |||||
Creditors: amounts falling due within one yearc |
40 | 57 | |||||
Net current assets (liabilities) |
114 | (31 | ) | ||||
Total assets less current liabilities |
10,178 | 9,940 | |||||
Capital and reservesd |
|||||||
Called up share capital |
432 | 432 | |||||
Share premium account |
31 | 7 | |||||
Capital redemption reserve |
2 | 2 | |||||
Profit and loss account | 9,713 | 9,499 | |||||
Total equity shareholders funds | 10,178 | 9,940 | |||||
a | Debtors consists of amounts owed by subsidiary undertakings of £137 million (2006: £3 million). |
b | At 31 March 2006, the company held an available-for-sale asset with a book value and market value of £1 million (2006: £nil). |
c | Creditors consists of amounts owed to subsidiary undertakings of £8 million (2006: £27 million) and other creditors of £32 million (2006: £30 million). |
d | Capital and reserves are shown on page 147. |
The financial statements of the company on pages 145 to 148 were approved by the board of the directors on 16 May 2007 and were signed on its behalf by
Sir Christopher Bland
Chairman
Ben Verwaayen
Chief Executive
Hanif Lalani
Group Finance Director
146 BT Group plc Annual Report & Form 20-F
BT GROUP PLC COMPANY BALANCE SHEET continued
Capital | Profit | a,c,d | ||||||||||||||
Share | Share premium | redemption | and loss | |||||||||||||
capital | a | account | b | reserve | account | Total | ||||||||||
£m | £m | £m | £m | £m | ||||||||||||
At 1 April 2005 |
432 | 3 | 2 | 9,647 | 10,084 | |||||||||||
Profit for the financial year |
| | | 1,108 | 1,108 | |||||||||||
Dividends paid |
| | | (912 | ) | (912 | ) | |||||||||
Net purchase of treasury shares |
| | | (344 | ) | (344 | ) | |||||||||
Arising on share issues |
| 4 | | | 4 | |||||||||||
At 31 March 2006 |
432 | 7 | 2 | 9,499 | 9,940 | |||||||||||
Profit for the financial year |
| | | 1,458 | 1,458 | |||||||||||
Dividends paid |
| | | (1,053 | ) | (1,053 | ) | |||||||||
Capital contribution in respect of share based payments |
| | | 93 | 93 | |||||||||||
Net purchase of treasury shares |
| | | (284 | ) | (284 | ) | |||||||||
Arising on share issues |
| 24 | | | 24 | |||||||||||
At 31 March 2007 |
432 | 31 | 2 | 9,713 | 10,178 | |||||||||||
a | The authorised share capital of the company throughout the years ended 31 March 2007 and 2006 was £13,463 million representing 269,260,253,468 ordinary shares of 5p each. |
The allotted, called up and fully paid ordinary share capital of the company at 31 March 2007 was £432 million (2006: £432 million), representing 8,640,654,852 ordinary shares of 5p each (2006: 8,635,377,801). Of the authorised but unissued share capital at 31 March 2007, 21 million ordinary shares (2006: 26 million) were reserved to meet options granted under employee share option schemes. |
b | The share premium account, representing the premium on allotment of shares is not available for distribution. |
c | The profit for the financial year, dealt with in the profit and loss account of the company and after taking into account dividends from subsidiary undertakings, was £1,458 million (2006: £1,108 million). As permitted by Section 230 of the Companies Act 1985, no profit and loss account of the company is presented. |
d | During the year ended 31 March 2006 the company repurchased 147,550,000 (2006: 165,772,145) of its own shares of 5p each, representing 2% (2006: 2%) of the called-up share capital, for consideration (including transaction costs) of £404 million (2006: £365 million). At 31 March 2007 370,877,631 shares (2006: 290,047,231) with an aggregate nominal value of £19 million (2006: £15 million) are held as treasury shares at cost. |
BT Group plc Annual Report & Form 20-F 147
Financial statements
Subsidiary
undertakings and associate
BT Group plc is the parent company of the group. Brief details of its principal operating subsidiaries and associate at 31 March 2007, other than the company, all of which were unlisted unless otherwise stated, were as follows:
Group interest | Country | |||||
Subsidiary undertakings | Activity | in allotted capitalb | of operations | c | ||
British
Telecommunications plcd |
Communication related services and products provider | 100% ordinary | UK | |||
BT
Americas Inc.c d |
Communication related services, systems integration and products provider | 100% common | International | |||
BT
Australasia Pty Limitedd |
Communication related services and products provider | 100% ordinary 100% preference |
Australia | |||
BT
C & SI France S.A.d |
Systems integration and application development | 100% ordinary | France | |||
BT
Centre Nominee 2 Limitedd |
Property holding company | 100% ordinary | UK | |||
BT
Communications Ireland Limitedd |
Telecommunication service provider | 100% ordinary | Ireland | |||
BT
Communications Management Limitedd |
Telecommunication service provider | 100% ordinary | UK | |||
BT
ESPANA, Compania de Servicios Globales de Telecommunicaciones, S.A.d |
Communication related services and products provider | 100% ordinary | Spain | |||
BT
Fleet Limitedd |
Fleet management company | 100% ordinary | UK | |||
BT
France SASd |
Communications related services and products provider | 100% ordinary | France | |||
BT
(Germany) GmbH & Co. oHGd |
Communications related services and products provider | 100% ordinary | Germany | |||
BT
Global Services Limitedd |
International telecommunication network systems provider | 100% ordinary | UK | |||
BT
Holdings Limitedd |
Investment holding company | 100% ordinary | UK | |||
BT
Hong Kong Limitedd |
Communication related services and products provider | 100% ordinary 100% preference |
Hong Kong | |||
BT
INS, Inc.de |
Information telecommunication
consulting and software solutions provider |
100% common | USA | |||
BT
Italia SpAd f |
Communication related services and products provider | 100% ordinary | Italy | |||
BT
Limitedd |
International telecommunication network systems provider | 100% ordinary | International | |||
BT
Nederland NVd |
Communication related services and products provider | 100% ordinary | Netherlands | |||
BT
US Investments Limitedd g |
Investment holding company | 100% ordinary | USA | |||
Communications
Networking Services (UK)d |
Communication related services and products provider | 100% ordinary | UK | |||
Communications
Global Network Services Limitedc d |
Communication related services and products provider | 100% ordinary | International | |||
Farland
BVc d |
Provider of trans-border fibre network across BTs partners in Europe | 100% ordinary | International | |||
Infonet
Services Corporationd |
Global managed network service provider | 100% common | USA | |||
Infonet
USA Corporationd |
Global managed network service provider | 100% common | USA | |||
Radianz
Americas Incd |
Global managed network service provider | 100% preference 100% common |
USA | |||
Syntegra
Groep BVd |
Systems integration and application development | 100% ordinary | Netherlands | |||
a | The group comprises a large number of companies and it is not practical to include all of them in this list. The list, therefore, only includes those companies that have a significant impact on the profit or assets of the group. A full list of subsidiaries, joint ventures and associates will be annexed to the companys next annual return filed with the Registrar of Companies. |
b | The proportion of voting rights held corresponds to the aggregate interest percentage held by the holding company and subsidiary undertakings. |
c | All overseas undertakings are incorporated in their country of operations. Subsidiary undertakings operating internationally are all incorporated in England and Wales, except Farland BV, BT Americas Inc. and Communications Global Network Services Limited which are incorporated in the Netherlands, the USA and Bermuda respectively. |
d | Held through intermediate holding company. |
e | In March 2007, International Network Services, Inc. changed its name to BT INS, Inc. |
f | In September 2006, Albacom SpA changed its name to BT Italia SpA. |
g | In March 2007, BT US Investments LLC changed its name to BT US Investments Limited. |
Share capital | |||||||
|
|||||||
Percentage | Country | ||||||
Associate |
Activity | Issued | a | owned | of operations | b | |
|
|
|
|
|
|
|
|
Tech
Mahindra Limited |
Telecommunications services provider | 121,216,701 | 35% | c | India | ||
|
a |
Issued share
capital comprises ordinary or common shares, unless otherwise stated. |
b |
Incorporated
in the country of operations. |
c |
Held through
an intermediate holding company. |
148 BT Group plc Annual Report & Form 20-F
Financial statements
Quarterly analysis of revenue and profit
Year
ended 31 March 2007 |
Unaudited | ||||||||||
Quarters | 1st | 2nd | 3rd | 4th | Total | ||||||
£m | £m | £m | £m | £m | |||||||
|
|
|
|
|
|
|
|
|
|
||
Revenue |
4,864 | 4,941 | 5,126 | 5,292 | 20,223 | ||||||
Other
operating income |
50 | 52 | 55 | 76 | 233 | ||||||
Operating
costs |
(4,255 | ) | (4,334 | ) | (4,626 | ) | (4,700 | ) | (17,915 | ) | |
Operating
profit |
659 | 659 | 555 | 668 | 2,541 | ||||||
Net
finance (expense)/income |
(46 | ) | (55 | ) | 77 | (70 | ) | (94 | ) | ||
Share
of post tax profits of associates and joint ventures |
2 | 5 | 7 | 1 | 15 | ||||||
Profit
on disposal of associate |
| 20 | | 2 | 22 | ||||||
Profit
before taxation |
615 | 629 | 639 | 601 | 2,484 | ||||||
Taxation |
(151 | ) | (154 | ) | 819 | (146 | ) | 368 | |||
Profit
for the period |
464 | 475 | 1,458 | 455 | 2,852 | ||||||
Basic
earnings per share |
5.6 | p | 5.7 | p | 17.6 | p | 5.5 | p | 34.4 | p | |
Diluted
earnings per share |
5.5 | p | 5.6 | p | 17.1 | p | 5.3 | p | 33.6 | p | |
Profit
before specific items and taxation |
615 | 632 | 616 | 632 | 2,495 | ||||||
Basic
earnings per share before specific items |
5.6 | p | 5.7 | p | 5.6 | p | 5.8 | p | 22.7 | p | |
Diluted
earnings per share before specific items |
5.5 | p | 5.6 | p | 5.5 | p | 5.6 | p | 22.2 | p | |
Year
ended 31 March 2006 |
Unaudited | ||||||||||
|
|||||||||||
Quarters | 1st | 2nd | 3rd | 4th | Total | ||||||
|
£m | £m | £m | £m | £m | ||||||
|
|
|
|
|
|
|
|
|
|
||
Revenue |
4,731 | 4,767 | 4,882 | 5,134 | 19,514 | ||||||
Other
operating income |
42 | 53 | 54 | 78 | 227 | ||||||
Operating
costs |
(4,137 | ) | (4,234 | ) | (4,265 | ) | (4,610 | ) | (17,246 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Operating
profit |
636 | 586 | 671 | 602 | 2,495 | ||||||
Net
finance expense |
(142 | ) | (100 | ) | (129 | ) | (101 | ) | (472 | ) | |
Share
of post tax profits of associates and joint ventures |
5 | 3 | 3 | 5 | 16 | ||||||
Profit
on disposal of joint venture |
| | | 1 | 1 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Profit
before taxation |
499 | 489 | 545 | 507 | 2,040 | ||||||
Taxation |
(125 | ) | (118 | ) | (134 | ) | (115 | ) | (492 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Profit
for the period |
374 | 371 | 411 | 392 | 1,548 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Basic
earnings per share |
4.4 | p | 4.4 | p | 4.9 | p | 4.7 | p | 18.4 | p | |
Diluted
earnings per share |
4.4 | p | 4.3 | p | 4.8 | p | 4.6 | p | 18.1 | p | |
|
|
|
|
|
|
|
|
|
|
||
Profit
before specific items and taxation |
511 | 559 | 545 | 562 | 2,177 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Basic
earnings per share before specific items |
4.5 | p | 5.0 | p | 4.9 | p | 5.1 | p | 19.5 | p | |
Diluted
earnings per share before specific items |
4.5 | p | 4.9 | p | 4.8 | p | 5.1 | p | 19.2 | p | |
|
|
|
|
|
|
|
|
|
|
Year
ended 31 March 2005 |
Unaudited | ||||||||||
|
|||||||||||
Quarters | 1st | 2nd | 3rd | 4th | Total | ||||||
£m | £m | £m | £m | £m | |||||||
|
|
|
|
|
|
|
|
|
|
||
Revenue |
4,519 | 4,554 | 4,536 | 4,820 | 18,429 | ||||||
Other
operating income |
44 | 83 | 339 | 85 | 551 | ||||||
Operating
costs |
(3,990 | ) | (3,909 | ) | (3,896 | ) | (4,193 | ) | (15,988 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Operating
profit |
573 | 728 | 979 | 712 | 2,992 | ||||||
Net
finance expense |
(155 | ) | (154 | ) | (149 | ) | (141 | ) | (599 | ) | |
Share
of post tax (losses) profits of associates and joint ventures |
(7 | ) | (3 | ) | (35 | ) | 6 | (39 | ) | ||
|
|
|
|
|
|
|
|
|
|
||
Profit
before taxation |
411 | 571 | 795 | 577 | 2,354 | ||||||
Taxation |
(109 | ) | (142 | ) | (137 | ) | (137 | ) | (525 | ) | |
|
|
|
|
|
|
|
|
|
|
||
Profit
for the period |
302 | 429 | 658 | 440 | 1,829 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Basic
earnings per share |
3.5 | p | 5.0 | p | 7.7 | p | 5.2 | p | 21.5 | p | |
Diluted
earnings per share |
3.5 | p | 5.0 | p | 7.7 | p | 5.1 | p | 21.3 | p | |
|
|
|
|
|
|
|
|
|
|
||
Profit
before specific items and taxation |
425 | 549 | 546 | 560 | 2,080 | ||||||
|
|
|
|
|
|
|
|
|
|
||
Basic
earnings per share before specific items |
3.6 | p | 4.8 | p | 4.8 | p | 4.9 | p | 18.1 | p | |
Diluted
earnings per share before specific items |
3.6 | p | 4.7 | p | 4.7 | p | 4.8 | p | 17.9 | p | |
|
|
|
|
|
|
|
|
|
|
BT Group plc Annual Report & Form 20-F 149
Financial
statements
Selected financial
data
SELECTED FINANCIAL
DATA
The group is required to prepare its
audited consolidated financial statements in accordance with IFRSs, as adopted
by the EU and those parts of the UK Companies Act 1985 applicable to companies
reporting under IFRSs.
Prior
to the 2006 financial year the group prepared its audited financial statements
under UK GAAP. The policies set out on pages 78 to 85 of this report have been
applied consistently to all financial years, with the exception of those policies
relating to financial instruments under IAS 32 and IAS 39, which have been applied
with effect from 1 April 2005. The selected financial data on pages 150 to 155
is shown in accordance with IFRS for 2007, 2006 and 2005 and UK GAAP for 2005
to 2003.
Summary of group income statement IFRS
2007 | 2006 | 2005 | ||||
Year
ended 31 March |
£m | £m | £m | |||
|
|
|
|
|||
Revenue |
20,223 | 19,514 | 18,429 | |||
Other
operating income |
233 | 227 | 551 | |||
Operating
costs |
(17,915 | ) | (17,246 | ) | (15,988 | ) |
|
|
|
|
|||
Operating
profit |
||||||
Before
specific itemsa |
2,713 | 2,633 | 2,693 | |||
Specific
itemsa |
(172 | ) | (138 | ) | 299 | |
2,541 | 2,495 | 2,992 | ||||
Net
finance expense |
||||||
Finance
expense before specific items |
(2,604 | ) | (2,740 | ) | (2,773 | ) |
Finance
income before specific items |
2,371 | 2,268 | 2,174 | |||
Specific
items |
139 | | | |||
(94 | ) | (472 | ) | (599 | ) | |
Share
of post tax profits (losses) of associates and joint ventures |
||||||
Before
specific itemsa |
15 | 16 | (14 | ) | ||
Specific
itemsa |
| | (25 | ) | ||
15 | 16 | (39 | ) | |||
Profit
on disposal of associates and joint ventures |
||||||
Before
specific items |
| | | |||
Specific
items |
22 | 1 | | |||
22 | 1 | | ||||
Profit
before tax |
||||||
Before
specific itemsa |
2,495 | 2,177 | 2,080 | |||
Specific
itemsa |
(11 | ) | (137 | ) | 274 | |
2,484 | 2,040 | 2,354 | ||||
Taxation |
||||||
Before
specific itemsa |
(611 | ) | (533 | ) | (541 | ) |
Specific
itemsa |
979 | 41 | 16 | |||
368 | (492 | ) | (525 | ) | ||
|
|
|
|
|||
Profit
for the year |
||||||
Before
specific itemsa |
1,884 | 1,644 | 1,539 | |||
Specific
itemsa |
968 | (96 | ) | 290 | ||
2,852 | 1,548 | 1,829 | ||||
|
|
|
|
Year
ended 31 March |
2007 | 2006 | 2005 | |||
|
|
|
|
|||
Average
number of shares used in basic earnings per share (millions) |
8,293 | 8,422 | 8,524 | |||
Average
number of shares used in diluted earnings per share (millions) |
8,479 | 8,537 | 8,581 | |||
Basic
earnings per share |
34.4 | p | 18.4 | p | 21.5 | p |
Diluted
earnings per share |
33.6 | p | 18.1 | p | 21.3 | p |
Dividends
per sharec |
15.1 | p | 11.9 | p | 10.4 | p |
Dividends
per share, centsbc |
29.7 | c | 20.7 | c | 19.5 | c |
|
|
|
|
|||
Basic
earnings per share before specific itemsa |
22.7 | p | 19.5 | p | 18.1 | p |
Diluted
earnings per share before specific itemsa |
22.2 | p | 19.2 | p | 17.9 | p |
|
|
|
|
a | A definition
of specific items is provided in the accounting policies section on page
78. The directors believe these measures provide a more meaningful analysis
of the trading results of the group and are consistent with the way the
financial performance is measured by management. |
b | Based on actual dividends paid and/or year end exchange rate on proposed dividends |
c | Dividends per share represents the dividend proposed in respect of the relevant financial year. Under IFRSs, dividends are recognised as a deduction from shareholders equity when they are paid. |
150 BT Group plc Annual Report & Form 20-F
Summary of group income statement UK GAAP
2005 | 2004 | 2003 | ||||
Year
ended 31 March |
£m | £m | £m | |||
|
|
|
|
|
|
|
Total
turnover |
19,031 | 18,914 | 20,182 | |||
Groups
share of associates and joint ventures turnover |
(408 | ) | (395 | ) | (1,455 | ) |
|
|
|
|
|
|
|
Group
turnover |
18,623 | 18,519 | 18,727 | |||
Other
operating income |
171 | 177 | 215 | |||
Operating
costsab |
(16,005 | ) | (15,826 | ) | (16,366 | ) |
|
|
|
|
|
|
|
Group
operating profit |
||||||
Before
goodwill amortisation and exceptional items |
2,864 | 2,889 | 2,794 | |||
Goodwill
amortisation and exceptional items |
(75 | ) | (19 | ) | (218 | ) |
2,789 | 2,870 | 2,576 | ||||
Groups
share of operating (loss) profit of associates and joint venturesc |
(25 | ) | (34 | ) | 329 | |
|
|
|
|
|
|
|
Total
operating profit |
2,764 | 2,836 | 2,905 | |||
Profit
on sale of fixed asset investments and group undertakings |
358 | 36 | 1,696 | |||
Profit
on sale of property fixed assets |
22 | 14 | 11 | |||
Net
interest payabled |
(801 | ) | (941 | ) | (1,439 | ) |
|
|
|
|
|
|
|
Profit
on ordinary activities before taxation |
||||||
Before
goodwill amortisation and exceptional items |
2,085 | 2,013 | 1,840 | |||
Goodwill
amortisation and exceptional items |
258 | (68 | ) | 1,333 | ||
2,343 | 1,945 | 3,173 | ||||
Tax
on profit on ordinary activitiese |
(523 | ) | (539 | ) | (459 | ) |
|
|
|
|
|
|
|
Profit
on ordinary activities after taxation |
1,820 | 1,406 | 2,714 | |||
Minority
interests |
1 | 8 | (12 | ) | ||
|
|
|
|
|
|
|
Profit
for the year |
1,821 | 1,414 | 2,702 | |||
|
|
|
|
|||
Average
number of shares used in basic earnings per share (millions) |
8,524 | 8,621 | 8,616 | |||
Basic
earnings per share |
21.4 | p | 16.4 | p | 31.4 | p |
Diluted
earnings per share |
21.2 | p | 16.3 | p | 31.2 | p |
Dividends
per share |
10.4 | p | 8.5 | p | 6.5 | p |
Dividends
per share, centsf |
19.5 | c | 15.3 | c | 10.3 | c |
|
|
|
|
|
|
|
Basic
earnings per share before goodwill amortisation and exceptional items |
18.1 | p | 16.9 | p | 14.4 | p |
Diluted
earnings per share before goodwill amortisation and exceptional items |
18.0 | p | 16.8 | p | 14.3 | p |
|
|
|
|
|
|
a |
Includes net exceptional costs | 59 | 7 | 198 | |||
b |
Includes early leaver costs | 166 | 202 | 276 | |||
c |
Includes exceptional costs (release) | 25 | 26 | (150 | ) | ||
d |
Includes exceptional costs | | 55 | 293 | |||
e |
Includes exceptional tax credit | (16 | ) | (29 | ) | (139 | ) |
f |
Based on actual dividends paid and/or year end exchange rate on proposed dividends |
BT Group plc Annual Report & Form 20-F 151
Financial
statements
Selected financial
data
Summary of group cash flow statement IFRS
2007 | 2006 | 2005 | ||||
Year
ended 31 March |
£m | £m | £m | |||
|
|
|
|
|
|
|
Net
cash inflow from operating activities |
5,210 | 5,387 | 5,574 | |||
Net
cash (outflow) inflow from investing activities |
(3,035 | ) | 365 | (1,740 | ) | |
Net
cash used in financing activities |
(2,898 | ) | (5,278 | ) | (3,529 | ) |
Effect
of exchange rate changes on cash and cash equivalents |
(37 | ) | | | ||
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents |
(760 | ) | 474 | 305 | ||
Cash
and cash equivalents at the start of the year |
1,784 | 1,310 | 1,005 | |||
|
|
|
|
|
|
|
Cash
and cash equivalents at the end of the year |
1,024 | 1,784 | 1,310 | |||
|
|
|
|
|
|
Summary of group cash flow statement UK GAAP | ||||||
2005 | 2004 | 2003 | ||||
Year
ended 31 March |
£m | £m | £m | |||
|
|
|
|
|
|
|
Net
cash flow from operating activities |
5,898 | 5,389 | 6,023 | |||
Dividends
from associates and joint ventures |
2 | 3 | 6 | |||
Returns
on investments and servicing of finance |
(878 | ) | (527 | ) | (1,506 | ) |
Taxation
paid |
(332 | ) | (317 | ) | (434 | ) |
Capital
expenditure and financial investment |
(2,408 | ) | (2,477 | ) | (2,381 | ) |
Acquisitions
and disposals |
(418 | ) | (60 | ) | 2,842 | |
Equity
dividends paid |
(784 | ) | (645 | ) | (367 | ) |
|
|
|
|
|
|
|
Cash
inflow before management of liquid resources and financing |
1,080 | 1,366 | 4,183 | |||
Management
of liquid resources |
587 | 1,123 | (1,729 | ) | ||
Financing |
(1,485 | ) | (2,445 | ) | (2,473 | ) |
|
|
|
|
|
|
|
Increase
(decrease) in cash in the year |
182 | 44 | (19 | ) | ||
|
|
|
|
|||
Decrease
in net debt in the year resulting from cash flows |
887 | 1,222 | 4,225 | |||
|
|
|
|
|
|
Summary of group balance sheet IFRS | ||||||
2007 | 2006 | 2005 | ||||
At 31 March | £m | £m | £m | |||
|
|
|
|
|
|
|
Intangible
assets |
2,584 | 1,908 | 1,379 | |||
Property, plant and equipment | 14,997 | 15,222 | 15,266 | |||
Other
non current assets |
759 | 1,153 | 1,567 | |||
|
|
|
|
|
|
|
18,340 | 18,283 | 18,212 | ||||
Current
assets less current liabilities |
(3,802 | ) | (3,063 | ) | (2,783 | ) |
|
|
|
|
|
|
|
Total
assets less current liabilities |
14,538 | 15,220 | 15,429 | |||
Non
current loans and other borrowings |
(6,387 | ) | (7,995 | ) | (7,744 | ) |
Retirement
benefit obligations |
(389 | ) | (2,547 | ) | (4,807 | ) |
Other
non current liabilities |
(3,490 | ) | (3,071 | ) | (2,783 | ) |
|
|
|
|
|
|
|
Total
assets less liabilities |
4,272 | 1,607 | 95 | |||
|
|
|
|
|
|
|
Called
up share capital |
432 | 432 | 432 | |||
Share
premium account |
31 | 7 | 3 | |||
Capital
redemption reserve |
2 | 2 | 2 | |||
Other
reserves |
88 | 364 | 762 | |||
Retained
earnings (deficit) |
3,685 | 750 | (1,154 | ) | ||
|
|
|
|
|
|
|
Total
parent shareholders equity |
4,238 | 1,555 | 45 | |||
Minority
interests |
34 | 52 | 50 | |||
|
|
|
|
|
|
|
Total
equity |
4,272 | 1,607 | 95 | |||
|
|
|
|
|
|
152 BT Group plc Annual Report & Form 20-F
Summary of group balance sheet UK GAAP
2005 | 2004 | 2003 | ||||
At
31 March |
£m | £m | £m | |||
|
|
|
|
|
|
|
Intangible
fixed assets |
623 | 204 | 218 | |||
Tangible
fixed assets |
15,916 | 15,487 | 15,888 | |||
Fixed
asset investments |
115 | 324 | 457 | |||
Net
current (liabilities) assets |
(2,165 | ) | 2,027 | 1,913 | ||
|
|
|
|
|
|
|
Total
assets less current liabilities |
14,489 | 18,042 | 18,476 | |||
Loans
and other borrowings falling due after one year |
(8,091 | ) | (12,426 | ) | (13,456 | ) |
Provisions
for liabilities and charges |
(2,497 | ) | (2,504 | ) | (2,376 | ) |
Minority
interests |
(50 | ) | (46 | ) | (63 | ) |
|
|
|
|
|
|
|
Total
assets less liabilities |
3,851 | 3,066 | 2,581 | |||
|
|
|
|
|||
Called
up share capital |
432 | 432 | 434 | |||
Share
premium account |
3 | 2 | 2 | |||
Capital
redemption reserve |
2 | 2 | | |||
Other
reserves |
998 | 998 | 998 | |||
Profit
and loss account |
2,416 | 1,632 | 1,147 | |||
|
|
|
|
|
|
|
Total
equity shareholders funds |
3,851 | 3,066 | 2,581 | |||
|
|
|
|
|||
Total
assets |
26,950 | 26,565 | 28,119 | |||
|
|
|
|
US GAAP | ||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||
Year
ended 31 March |
£m | £m | £m | £m | £m | |||||
|
|
|||||||||
Group
operating profit |
2,448 | 2,437 | 2,779 | 2,420 | 2,693 | |||||
Income
before taxes |
2,334 | 1,350 | 1,576 | 1,188 | 3,653 | |||||
Net
income |
2,792 | 1,063 | 1,297 | 883 | 4,134 | |||||
|
|
|||||||||
Basic
earnings per ordinary share |
33.7 | p | 12.6 | p | 15.2 | p | 10.2 | p | 48.0 | p |
Diluted
earnings per ordinary share |
32.9 | p | 12.5 | p | 15.1 | p | 10.2 | p | 47.7 | p |
Average
number of ADSs used in basic earnings per ADS (millions) |
829 | 842 | 852 | 862 | 862 | |||||
Basic
earnings per ADS |
£3.37 | £1.26 | £1.52 | £1.02 | £4.80 | |||||
Diluted
earnings per ADS |
£3.29 | £1.25 | £1.51 | £1.02 | £4.77 | |||||
|
|
|||||||||
Total
assets |
25,747 | 27,030 | 29,006 | 28,674 | 31,131 | |||||
Total
shareholders equity (deficit)a |
3,586 | 162 | (264 | ) | (1,135 | ) | (1,938 | ) | ||
|
|
a | Restated
refer to note f on page 135. |
BT Group plc Annual Report & Form 20-F 153
Financial
statements
Financial statistics
Years ended
31 March
IFRS |
2007 | 2006 | 2005 | |||
|
|
|
|
|
|
|
Financial
ratios |
||||||
Basic
earnings per share before specific items pence |
22.7 | 19.5 | 18.1 | |||
Basic
earnings per share pence |
34.4 | 18.4 | 21.5 | |||
Return
on capital employed before specific itemsa % (unaudited) |
17.6 | 18.1 | 18.2 | |||
Interest
cover before net pension finance incomeb times (unaudited) |
4.2 | 3.6 | 3.4 | |||
|
|
|
|
|
|
2007 | 2006 | 2005 | ||||
£m | £m | £m | ||||
|
|
|
|
|
|
|
Expenditure
on research and development |
||||||
Research
and development expense |
378 | 326 | 257 | |||
Amortisation
of internally developed computer software |
314 | 161 | 95 | |||
|
|
|
|
|
|
|
Total |
692 | 487 | 352 | |||
|
|
|
|
|
|
2007 | 2006 | 2005 | ||||
£m | £m | £m | ||||
|
|
|
|
|
|
|
Expenditure
on property, plant and equipment and software |
||||||
Plant
and equipment |
||||||
Transmission
equipment |
1,209 | 1,429 | 1,488 | |||
Exchange
equipment |
118 | 80 | 143 | |||
Other
network equipment |
854 | 727 | 648 | |||
Computers
and office equipment |
149 | 138 | 187 | |||
Motor
vehicles and other |
877 | 715 | 474 | |||
Land
and buildings |
61 | 68 | 64 | |||
|
|
|
|
|
|
|
3,268 | 3,157 | 3,004 | ||||
(Decrease)
increase in engineering stores |
(21 | ) | (15 | ) | 7 | |
|
|
|
|
|
|
|
Total
expenditure on property, plant and equipment |
3,247 | 3,142 | 3,011 | |||
Decrease
(increase) in payables |
51 | (202 | ) | 45 | ||
|
|
|
|
|
|
|
Cash
outflow on purchase of property, plant and equipment and software |
3,298 | 2,940 | 3,056 | |||
|
|
|
|
|
|
a | The ratio
is based on profit before taxation and net finance expense to average
capital employed. Capital employed is represented by total assets less
current liabilities (excluding corporation tax, current borrowings, derivative
financial liabilities and finance lease creditors) less deferred tax assets,
cash and cash equivalents, derivative financial assets and investments. |
b | The number of times net finance expense before net pension finance income is covered by total operating profit. Interest cover including net pension finance income is 11.6 times (2006: 5.6 times, 2005: 4.5 times). |
154 BT Group plc Annual Report & Form 20-F
UK
GAAP |
2005 | 2004 | 2003 | |||
|
|
|
|
|
|
|
Financial
ratios |
||||||
Basic
earnings per share before goodwill amortisation and exceptional items
pence |
18.1 | 16.9 | 14.4 | |||
Basic
earning per share pence |
21.4 | 16.4 | 31.4 | |||
Return
on capital employeda % (unaudited) |
15.5 | c | 15.1 | c | 15.5 | |
Interest
coverb times (unaudited) |
3.5 | d | 3.0 | d | 2.0 | |
|
|
|
|
|
|
2005 | 2004 | 2003 | ||||
£m | £m | £m | ||||
|
|
|
|
|
|
|
Expenditure
on research and development |
257 | 334 | 380 | |||
|
|
|
|
|
|
2005 | 2004 | 2003 | ||||
£m | £m | £m | ||||
|
|
|
|
|
|
|
Expenditure
on property plant and equipment and software |
||||||
Plant
and equipment |
||||||
Transmission
equipment |
1,488 | 1,324 | 1,277 | |||
Exchange
equipment |
143 | 150 | 228 | |||
Other
network equipment |
648 | 585 | 466 | |||
Computers
and office equipment |
187 | 205 | 281 | |||
Motor
vehicles and other |
474 | 316 | 162 | |||
Land
and buildings |
64 | 73 | 40 | |||
|
|
|
|
|
|
|
3,004 | 2,653 | 2,454 | ||||
Increase
(decrease) in engineering stores |
7 | 20 | (9 | ) | ||
|
|
|
|
|
|
|
Total
expenditure on property plant and equipment |
3,011 | 2,673 | 2,445 | |||
Decrease
in payables |
45 | 11 | 135 | |||
|
|
|
|
|
|
|
Cash
outflow on purchase of property plant and equipment and software |
3,056 | 2,684 | 2,580 | |||
|
|
|
|
|
|
a |
The ratio
is based on profit before tax, goodwill amortisation and interest on long-term
borrowings, to average capital employed. |
b | The number of times net interest payable is covered by total operating profit before goodwill amortisation. |
c | Return on capital employed before goodwill amortisation and exceptional items was 16.0% (2004 15.3%) |
d | Interest cover before goodwill amortisation and exceptional items was 3.6 times (2004 3.3 times) |
BT Group plc Annual Report & Form 20-F 155
Financial
statements
Operational
statistics
As
at 31 March |
2007 | 2006 | 2005 | 2004 | 2003 | |||||
|
|
|
|
|
|
|
|
|
|
|
Broadband
(UK) (000) |
||||||||||
Retail |
||||||||||
Business
Broadband (Incl. Major Corporates) |
706 | 584 | 441 | 287 | 146 | |||||
Residential
Broadband |
2,758 | 2,084 | 1,339 | 680 | 293 | |||||
PlusNet |
195 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
Total
retail broadband |
3,659 | 2,668 | 1,780 | 967 | 439 | |||||
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Broadband
(Non BT ISPs) |
5,168 | 5,092 | 3,243 | 1,248 | 361 | |||||
|
|
|
|
|
|
|
|
|
|
|
Openreach |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Full
and Shared unbundled local loops |
1,910 | 356 | 41 | 11 | 3 | |||||
|
|
|
|
|
|
|
|
|
|
|
Total
Broadband (Wholesale, Retail and LLU) |
10,737 | 8,116 | 5,064 | 2,226 | 803 | |||||
|
|
|
|
|
|
|
|
|
|
|
Exchange
Lines (UK) (000) |
||||||||||
BT
Retail |
||||||||||
Business
Voice/ISDN |
7,264 | 7,797 | 8,358 | 8,824 | 9,062 | |||||
Residential
Voice/ISDN |
16,636 | 17,912 | 19,520 | 19,870 | 20,065 | |||||
|
|
|
|
|
|
|
|
|
|
|
Total
Retail Lines |
23,900 | 25,709 | 27,878 | 28,694 | 29,127 | |||||
|
|
|
|
|
|
|
|
|
|
|
Openreach |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Wholesale
Line Rental |
4,227 | 2,874 | 1,026 | 377 | 91 | |||||
|
|
|
|
|
|
|
|
|
|
|
Total
Exchange Lines (UK) |
28,127 | 28,583 | 28,904 | 29,071 | 29,218 | |||||
|
|
|
|
|
|
|
|
|
|
|
Mobility
Connections (000) |
314 | 341 | 372 | 145 | 27 | |||||
|
|
|
|
|
|
|
|
|
|
|
Average
Revenue Per Consumer Householda (£) |
262 | 251 | 254 | 268 | 271 | |||||
|
|
|
|
|
|
|
|
|
|
|
%
Consumer Contracted revenuesb |
68 | 67 | 64 | 58 | 56 | |||||
|
|
|
|
|
|
|
|
|
|
|
Networked
IT Services Sales Order Value (Worldwide) (£m) |
5,209 | 5,391 | 7,161 | 7,012 | 4,411 | |||||
|
|
|
|
|
|
|
|
|
|
|
People
employed (Worldwide) |
||||||||||
Total
employees (000) |
106.2 | 104.4 | 102.1 | 99.9 | 104.7 | |||||
|
|
|
|
|
|
|
|
|
|
a | Rolling 12
month consumer revenue, less mobile polos, divided by average number of
primary lines. |
b | Includes line rental, broadband, select services and packages. |
156 BT Group plc Annual Report & Form 20-F
Shareholder information
Additional information for shareholders
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this annual
report are forward-looking and are made in reliance on the safe harbour provisions
of the US Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet
determinable. These statements include, without limitation, those concerning: BTs transformation strategy and its ability to achieve it; expected cost savings; growth of, and opportunities available in, the communications industry and BTs positioning to take advantage of those opportunities; expectations regarding
competition, market shares, prices and growth; expectations regarding the convergence of technologies; growth and opportunities in new wave business (such as networked IT services, broadband and mobility); BTs network development and plans for the 21st century network; plans for the launch of new products and
services; network performance and quality; the impact of regulatory initiatives on operations, including the regulation of the UK fixed wholesale and retail businesses and the impact of the Undertakings to Ofcom under the Enterprise Act; BTs possible or assumed future results of operations and/or those of its associates
and joint ventures; BTs future dividend policy; capital expenditure and investment plans; adequacy of capital; financing plans; demand for and access to broadband and the promotion of broadband by third-party service providers; and those preceded by, followed by, or that include the words aims, believes, expects,
anticipates, intends, will, should or
similar expressions.
Although
BT believes that the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that these expectations will prove
to have been correct. Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed or implied by these
forward-looking statements.
Factors
that could cause differences between actual results and those implied by the
forward-looking statements include, but are not limited to: material adverse
changes in economic conditions in the markets served by BT and its lines of
business; future regulatory actions and conditions in its operating areas, including
competition from others; selection by BT and its lines of business of the appropriate
trading and marketing models for its products and services; technological innovations,
including the cost of developing new products, networks and solutions and the
need to increase expenditures for improving the quality of service; the anticipated
benefits and advantages of new technologies, products and services, including
broadband and other new wave initiatives not being realised; developments in
the convergence of technologies; prolonged adverse weather conditions resulting
in a material increase in overtime, staff or other costs; the timing of entry
and profitability of BT and its lines of business in certain communications
markets; significant changes in market shares for BT and its principal products
and services; fluctuations in foreign currency exchange rates and interest rates;
and general financial market conditions affecting BTs performance. Certain
of these factors are discussed in more detail elsewhere in this annual report
including, without limitation, in Group risk factors on page
27. BT undertakes no obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.
158 BT Group plc Annual Report & Form 20-F
LISTINGS
The principal listing of BT Groups ordinary shares is on the London Stock Exchange. American Depositary Shares (ADSs), each representing 10 ordinary shares, have been issued by JPMorgan Chase Bank, as Depositary for the American Depositary Receipts (ADRs) evidencing the ADSs, and are listed on the New York
Stock Exchange. ADSs also trade, but are not listed, on the London Stock Exchange. Trading on the New York Stock Exchange is under the symbol BT.
SHARE
AND ADS PRICES
Pence per ordinary share |
US$ per ADS |
||||||||||||
High pence |
Low pence |
High $ |
Low $ |
||||||||||
Years ended 31 March |
|||||||||||||
2003 |
286.25 | 141.00 | 41.95 | 23.16 | |||||||||
2004 |
206.75 | 162.00 | 34.97 | 25.65 | |||||||||
2005 |
216.25 | 169.25 | 40.93 | 30.34 | |||||||||
2006 |
235.00 | 196.50 | 41.71 | 35.34 | |||||||||
2007 |
321.75 | 209.25 | 62.96 | 37.08 | |||||||||
Year ended 31 March 2006 |
|||||||||||||
1 April 30 June 2005 |
230.07 | 196.50 | 41.71 | 36.83 | |||||||||
1 July 30 September 2005 |
235.00 | 215.50 | 41.59 | 39.01 | |||||||||
1 October 31 December 2005 |
224.75 | 202.50 | 39.56 | 35.34 | |||||||||
1 January 31 March 2006 |
234.50 | 203.75 | 41.04 | 35.96 | |||||||||
Year ended 31 March 2007 |
|||||||||||||
1 April 30 June 2006 |
239.25 | 209.25 | 44.75 | 37.08 | |||||||||
1 July 30 September 2006 |
268.00 | 226.75 | 50.57 | 41.58 | |||||||||
1 October 31 December 2006 |
316.50 | 262.25 | 62.25 | 49.09 | |||||||||
1 January 31 March 2007 |
321.75 | 290.00 | 62.96 | 55.37 | |||||||||
Month |
|||||||||||||
November 2006 |
291.75 | 275.50 | 56.20 | 53.24 | |||||||||
December 2006 |
316.50 | 287.50 | 62.25 | 57.45 | |||||||||
January 2007 |
320.50 | 304.50 | 62.70 | 60.37 | |||||||||
February 2007 |
321.75 | 295.75 | 62.96 | 57.46 | |||||||||
March 2007 |
308.00 | 290.00 | 61.39 | 55.37 | |||||||||
April 2007 |
320.00 | 308.50 | 63.76 | 61.12 | |||||||||
1 May to 11 May 2007 |
319.50 | 315.75 | 63.71 | 62.44 | |||||||||
The prices are the highest and lowest closing middle market prices for BT ordinary shares, as derived from the Daily Official List of the London Stock Exchange and the highest and lowest closing sales prices of ADSs, as reported on the New York Stock Exchange composite tape.
Fluctuations in the exchange rate between the pound sterling and the US dollar affect the dollar equivalent of the pound sterling price of the companys
ordinary shares on the London Stock Exchange and, as a result, are likely
to affect the market price of the ADSs on the New York Stock Exchange.
CAPITAL
GAINS TAX (CGT)
The rights issue in June 2001 and the demerger of O2 in November 2001 adjusted the value for capital gains tax purposes of BT shares.
Rights issue
An explanatory note on the effects
of the rights issue on the CGT position relating to BT shareholdings is available
from the Shareholder Helpline. (See page 168)
Demerger of O2 capital
gains tax calculation
The confirmed official opening prices for BT Group and O2 shares on 19 November 2001 following the demerger were 285.75p and 82.75p respectively. This means that, of the total (combined) value of 368.50p, 77.544% is attributable to BT Group and 22.456% to O2. Accordingly, for CGT calculations, the base
cost of BT Group shares and O2 shares is calculated by multiplying the acquisition cost of a BT shareholding by 77.544% and 22.456%, respectively.
BT Group plc Annual Report & Form 20-F 159
Shareholder information Additional information for shareholders
ANALYSIS OF SHAREHOLDINGS AT 31 MARCH 2007
Ordinary shares of 5p each |
|||||||||||||
Range |
Number of holdings |
Percentage of total |
Number of shares held (millions) |
Percentage of total |
|||||||||
1 399 |
479,019 | 38.1 | 102 | 1.2 | |||||||||
400 799 |
365,686 | 29.0 | 205 | 2.4 | |||||||||
800 1,599 |
246,786 | 19.5 | 275 | 3.2 | |||||||||
1,600 9,999 |
162,845 | 12.9 | 472 | 5.5 | |||||||||
10,000 99,999 |
5,103 | 0.4 | 98 | 1.1 | |||||||||
100,000 999,999 |
775 | 0.1 | 282 | 3.2 | |||||||||
1,000,000 4,999,999 |
358 | 0.0 | 812 | 9.4 | |||||||||
5,000,000 and abovea,b,c,d |
212 | 0.0 | 6,394 | 74.0 | |||||||||
Totale |
1,260,784 | 100.0 | 8,640 | 100.0 | |||||||||
a | 21 million shares were held in trust by Ilford Trustees (Jersey) Limited for allocation to employees under the employee share plans. |
b | Under the BT Group Employee Share Investment Plan, 70.32 million shares were held in trust on behalf of 82,811 participants who were beneficially entitled to the shares. 149 million shares were held in the corporate nominee BT Group EasyShare on behalf of 108,758 beneficial owners. |
c | 306 million shares were represented by ADSs. Analysis by size of holding is not available for this holding. |
d | 371 million shares were held as treasury shares. |
e | 12.4% of the shares were in 1,238,337 individual holdings, of which 97,571 were joint holdings, and 87.6% of the shares were in 28,447 institutional holdings. |
So far
as the company is aware, the company is not directly or indirectly owned or controlled
by another corporation or by the UK Government or any other foreign government
or by any other natural or legal person severally or jointly. There are no arrangements
known to the company the operation of which may at a subsequent date result in
a change in control of the company.
At 11 May 2007, there were 8,640,654,852 ordinary shares outstanding including 368,173,044 shares held as treasury shares. At the same date, approximately 31 million ADSs (equivalent to 310 million ordinary shares, or approximately 3.6% of the total number of ordinary shares outstanding on that date) were
outstanding and were held by 2,482 record holders of ADRs.
At 31 March 2007, there were 3,591 shareholders with a US address on the register of shareholders.
DIVIDENDS
A final dividend in respect of the year ended 31 March 2006 was paid on 11 September 2006 to shareholders on the register on 18 August 2006, and an interim dividend in respect of the year ended 31 March 2007 was paid on 12 February 2007 to shareholders on the register on 29 December 2006.
The
dividends paid or payable on BT shares and ADSs for the last five years are
shown in the following table. The dividends on the ordinary shares exclude the
associated tax credit. The amounts shown are not those that were actually paid
to holders of ADSs. For the tax treatment of dividends paid see Taxation
of dividends on page 166. Dividends have been translated
from pounds sterling into US dollars using exchange rates prevailing on the
date the ordinary dividends were paid.
Per ordinary share | Per ADS | Per ADS | ||||||||||||||||||||||||||
Years ended 31 March |
Interim pence |
Final pence |
Total pence |
Interim £ |
Final £ |
Total £ |
Interim US$ |
Final US$ |
Total US$ |
|||||||||||||||||||
2003 |
2.25 | 4.25 | 6.50 | 0.225 | 0.425 | 0.650 | 0.366 | 0.673 | 1.039 | |||||||||||||||||||
2004 |
3.20 | 5.30 | 8.50 | 0.320 | 0.530 | 0.850 | 0.590 | 0.938 | 1.528 | |||||||||||||||||||
2005 |
3.90 | 6.50 | 10.40 | 0.390 | 0.650 | 1.040 | 0.724 | 1.195 | 1.919 | |||||||||||||||||||
2006 |
4.30 | 7.60 | 11.90 | 0.430 | 0.760 | 1.190 | 0.747 | 1.415 | 2.162 | |||||||||||||||||||
2007 |
5.10 | 10.00 | 15.10 | 0.510 | 1.000 | 1.510 | 0.991 | | a | | a | |||||||||||||||||
a | Qualifying holders of ADSs on record as of 24 August 2007 are entitled to receive the final dividend which will be paid on 24 September 2007, subject to approval at the AGM. The US dollar amount of the final dividend of 100 pence per ADS to be paid to holders of ADSs will be based on the exchange rate in effect on 17 September 2007, the date of payment to holders of ordinary shares. |
As dividends paid by the company are in pounds sterling, exchange rate fluctuations will affect the US dollar amounts received by holders of ADSs on conversion by the Depositary of such cash dividends.
DIVIDEND
MANDATE
Any shareholder wishing dividends
to be paid directly into a bank or building society account should contact the
Shareholder Helpline. (See page 168) Dividends paid in
this way will be paid through the Bankers Automated Clearing System (BACS).
Alternatively, a form may be downloaded from the Dividends page of our website
at www.bt.com/investorcentre
160 BT Group plc Annual Report & Form 20-F
DIVIDEND
INVESTMENT PLAN
The Dividend investment plan replaced the share dividend plan for shareholders following the 1999 interim dividend. Under the Dividend investment plan, cash from participants dividends is used to buy further BT shares in the market.
Shareholders could elect to receive additional shares in lieu of a cash dividend for the following dividends:
Date paid | Price per share pence | ||||||
2003 interim |
10 February 2003 | 178.23 | |||||
2003 final |
8 September 2003 | 184.41 | |||||
2004 interim |
9 February 2004 | 175.98 | |||||
2004 final |
6 September 2004 | 183.69 | |||||
2005 interim |
7 February 2005 | 209.95 | |||||
2005 final |
5 September 2005 | 220.25 | |||||
2006 interim |
13 February 2006 | 214.50 | |||||
2006 final |
11 September 2006 | 250.98 | |||||
2007 interim |
12 February 2007 | 320.54 | |||||
GLOBAL
INVEST DIRECT
Details of the direct purchase plan
run by the ADR Depositary, JPMorgan Chase Bank, Global Invest Direct, including
reinvestment of dividends, are available from JPMorgan Chase Bank on +1 800
634 8366 (toll free within the USA) or +1 201 680 6630 (from outside the USA),
or on written request to the ADR Depositary.
TOTAL
SHAREHOLDER RETURN
Total Shareholder Return (TSR)
is the measure of the returns that a company has provided for its shareholders,
reflecting share price movements and assuming reinvestment of dividends.
It
is therefore, a good indicator of a companys overall performance.
Over
the last five years (as shown in the first TSR chart below), BTs TSR is
positive 34%, compared to the FTSE 100 TSR of positive 42%. BTs TSR has
caught up considerably with that of the FTSE 100 mainly due to a strong share
price performance, relative to the FTSE 100, during the 2006/7 financial year.
BTs share price was up 37% whilst the FTSE 100 Index was up 6% over
the year.
In the
period between the demerger on the 19 November 2001 and 31 March 2007, BTs
TSR was a positive 29%, compared to negative 3% for the FTSEurofirst 300
Telco
Index. The FTSE 100 TSR over the same period was positive 42%.
The
strength of BTs TSR performance over the last year is evident with
a positive 44% return, compared to the FTSE 100 TSR with a positive 8% and
the FTSEurofirst
300 Telco Index a positive 18%.
RESULTS
ANNOUNCEMENTS
Expected announcements of results:
1st quarter |
26 July 2007 | |||
2nd quarter and half year |
8 November 2007 | |||
3rd quarter and nine months |
February 2008 | |||
4th quarter and full year |
May 2008 | |||
2008 Annual Report and accounts published |
May 2008 |
BT Group plc Annual Report & Form 20-F 161
Shareholder information Additional information for shareholders
INDIVIDUAL
SAVINGS ACCOUNTS (ISAs)
Information about investing in BT shares through an ISA may be obtained from Halifax Share Dealing Limited, Trinity Road, Halifax, W.Yorkshire HX1 2RG (telephone 0870 242 5588). ISAs are also offered by other organisations.
SHAREGIFT
The Orr Mackintosh Foundation operates a charity share donation scheme for shareholders with small parcels of shares whose value makes it uneconomic to sell them. Details of the scheme are available from ShareGift at www.sharegift.org or
telephone 020 7828 1151, or can be obtained from the Shareholder
Helpline.
UNCLAIMED
ASSETS REGISTER
BT, along with many other UK leading
companies, subscribes to Experians Unclaimed Assets Register (UAR), a
register of individuals owed unclaimed financial assets such as shareholdings
and dividends. UAR provides members of the public with a search device to trace
lost assets. UAR donates a proportion of its income to charity. For further
information visit www.uar.co.uk or telephone 0870 241 1713.
EXCHANGE
RATES
BT publishes its consolidated financial statements expressed in pounds sterling. The following tables detail certain information concerning the exchange rates between pounds sterling and US dollars based on the noon buying rate in New York City for cable transfers in pounds sterling as certified for customs purposes
by the Federal Reserve Bank of New York (the Noon Buying Rate).
Year ended 31 March |
2003 | 2004 | 2005 | 2006 | 2007 | |||||||||||
Period end |
1.57 | 1.84 | 1.89 | 1.74 | 1.97 | |||||||||||
Averagea |
1.55 | 1.71 | 1.85 | 1.78 | 1.91 | |||||||||||
High |
1.65 | 1.90 | 1.95 | 1.92 | 1.99 | |||||||||||
Low |
1.43 | 1.55 | 1.75 | 1.71 | 1.74 | |||||||||||
a | The average of the Noon Buying Rates in effect on the last day of each month during the relevant period. |
Month | |||||||||||||||||||
November 2006 |
December 2006 |
January 2007 |
February 2007 |
March 2007 |
April 2007 |
||||||||||||||
High |
1.9693 | 1.9794 | 1.9847 | 1.9699 | 1.9694 | 2.0061 | |||||||||||||
Low |
1.8883 | 1.9458 | 1.9305 | 1.9443 | 1.9235 | 1.9608 | |||||||||||||
On 11 May 2007, the most recent
practicable date for this annual report, the Noon Buying Rate was US$1.9824
to £1.00.
SHARE
BUY BACK
The following table gives details of the purchase by BT of its own shares during the 2007 financial year.
Calendar montha |
Total number of shares purchased |
Average price paid per share (pence net of dealing costs) | Total number of shares purchased as part of publicly announced plans or programmes |
Maximum number of shares that may yet be purchased under the plans or programmes | b | ||||||||
April 2006 |
Nil | N/A | Nil | 695,977,855 | |||||||||
May |
9,850,000 | 223 | 9,850,000 | 686,127,855 | |||||||||
June |
12,000,000 | 233 | 12,000,000 | 674,127,855 | |||||||||
July |
4,000,000 | 238 | 4,000,000 | 830,000,000 | c | ||||||||
August |
25,250,000 | 241 | 25,250,000 | 804,750,000 | |||||||||
September |
18,250,000 | 255 | 18,250,000 | 786,500,000 | |||||||||
October |
2,000,000 | 267 | 2,000,000 | 784,500,000 | |||||||||
November |
14,500,000 | 280 | 14,500,000 | 770,000,000 | |||||||||
December |
16,100,000 | 301 | 16,100,000 | 753,900,000 | |||||||||
January 2007 |
3,000,000 | 314 | 3,000,000 | 750,900,000 | |||||||||
February |
21,650,000 | 311 | 21,650,000 | 729,250,000 | |||||||||
March |
20,950,000 | 301 | 20,950,000 | 708,300,000 | |||||||||
Total |
147,550,000 | 269 | .5 | 147,550,000 | 708,300,000 | ||||||||
a | Purchases from April to June 2006 were made in accordance with a resolution passed at the AGM held on 13 July 2005. Purchases from July 2006 to March 2007 were made in accordance with a resolution passed at the AGM on 12 July 2006. |
b | There are no plans or programmes BT has determined to terminate prior to expiration, or under which BT does not intend to make further purchases. |
c | Authority was given to purchase up to 850 million shares on 13 July 2005 and 834 million shares on 12 July 2006. These authorities expire at the close of the following AGM, or 15 months following the date of approval if earlier. The authority given in July 2005 expired on 12 July 2006. |
162 BT Group plc Annual Report & Form 20-F
MEMORANDUM AND ARTICLES OF ASSOCIATION
The following is a summary of the
principal provisions of BTs memorandum and articles of association (Memorandum and Articles),
a copy of which has been filed with the Registrar of Companies.
Memorandum
The Memorandum provides that the
companys principal objects are, among other things, to carry on any
business of running, operating, managing and supplying telecommunication
systems and systems of any kind for conveying, receiving, storing, processing
or transmitting sounds, visual images, signals, messages and communications
of any kind.
Articles
In the following description of the
rights attaching to the shares in the company, a holder of shares and a shareholder is, in either case, the person entered on the companys
register of members as the holder of the relevant shares. Shareholders can
choose whether their shares are to be evidenced by share certificates (i.e.
in certificated form) or held in electronic (i.e. uncertificated) form in CREST
(the electronic settlement system in the UK).
(a) Voting rights
Subject to the restrictions described below, on a show of hands, every shareholder present in person or by proxy at any general meeting has one vote and, on a poll, every shareholder present in person or by proxy has one vote for each share which they hold.
Voting
at any meeting of shareholders is by a show of hands unless a poll is demanded
by the chairman of the meeting or by at least five shareholders at the meeting
who are entitled to vote (or their proxies), or by one or more shareholders
at the meeting who are entitled to vote (or their proxies) and who have, between
them, at least 10% of the total votes of all shareholders who have the right
to vote at the meeting.
No person
is, unless the Board decide otherwise, entitled to attend or vote at any general
meeting or to exercise any other right conferred by being a shareholder if he
or any person appearing to be interested in those shares has been sent a notice
under section 793 of the Companies Act 2006 (which confers upon public companies
the power to require information with respect to interests in their voting shares)
and he or any interested person has failed to supply to the company the information
requested within 14 days after delivery of that notice. These restrictions end
seven days after the earlier of the date the shareholder
complies with the request satisfactorily or the company receives notice that
there has been an approved transfer of the shares.
(b)
Variation of rights Whenever the share capital of the company is split into different classes of shares, the special rights attached to any of those classes can be varied or withdrawn either: |
|
(i) | with the sanction of an extraordinary resolution passed at a separate meeting of the holders of the shares of that class; or |
(ii) | with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class. |
At
any separate meeting, the necessary quorum is two persons holding or representing
by proxy not less than one-third
in nominal amount of the issued shares of the class in question (but at any
adjourned meeting, any person holding shares of the class or his proxy is
a quorum).
The
company can issue new shares and attach any rights and restrictions to them,
as long as this is not restricted by special rights previously given to holders
of any existing shares. Subject to this, the rights of new shares can take
priority over the rights of existing shares, or existing shares can take priority
over them, or the new shares and the existing shares can rank equally.
(c) Changes in capital | |
The company may by ordinary resolution: | |
(i) | consolidate and divide all or any of its share capital into shares of a larger amount; |
(ii) | divide all or part of its share capital into shares of a smaller amount; |
(iii) | cancel any shares which have not, at the date of the ordinary resolution, been taken or agreed to be taken by any person and reduce the amount of its share capital by the amount of the shares cancelled; and |
(iv) | increase its share capital. |
The company may also: | |
(i) | buy back its own shares; and |
(ii) | by special resolution reduce its share capital, any capital redemption reserve and any share premium account. |
(d) Dividends
The
companys shareholders can declare dividends by passing an ordinary
resolution provided that no dividend can exceed the amount recommended by
the directors. Dividends must be paid out of profits available for distribution.
If the directors consider that the profits of the company justify such payments,
they can pay interim dividends on any class of shares of the amounts and
on the dates and for the periods they decide. Fixed dividends will be paid
on any class of shares on the dates stated for the payments of those dividends.
The directors can offer ordinary shareholders the right to choose to receive new ordinary shares, which are credited as fully paid, instead of some or all of their cash dividend. Before they can do this, the companys
shareholders must have passed an ordinary resolution authorising the directors
to make this offer.
Any dividend which has not been claimed for ten years after it was declared or became due for payment will be forfeited and will belong to the company unless the directors decide otherwise.
BT Group plc Annual Report & Form 20-F 163
Shareholder information Additional information for shareholders
(e) Distribution of assets on winding up
If the company is wound up (whether the liquidation is voluntary, under supervision of the court or by the court) the liquidator can, with the authority of an extraordinary resolution passed by the shareholders, divide among the shareholders all or any part of the assets of the company. This applies whether the
assets consist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value the liquidator considers fair on any property and decide how the division is carried out between shareholders or different groups of shareholders. The liquidator can also, with the same authority, transfer any
assets to trustees upon any trusts for the benefit of shareholders which the liquidator decides. The liquidation of the company can then be finalised and the company dissolved. No past or present shareholder can be compelled to accept any shares or other property under the Articles which could give that shareholder a
liability.
(f) Transfer of shares
Certificated shares of the company may be transferred in writing either by an instrument of transfer in the usual standard form or in another form approved by the Board. The transfer form must be signed or made effective by or on behalf of the person making the transfer. The person making the transfer will be
treated as continuing to be the holder of the shares transferred until the name of the person to whom the shares are being transferred is entered in the register of members of the company.
The Board
may refuse to register any transfer of any share held in certificated form:
(i) | which is in favour of more than four joint holders; or |
(ii) | unless the transfer form to be registered is properly stamped to show payment of any applicable stamp duty and delivered to the companys registered office or any other place the Board decide. The transfer must have with it the share certificate for the shares to be transferred; any other evidence which the Board ask for to
prove that the person wanting to make the transfer is entitled to do this; and if the transfer form is executed by another person on behalf of the person making the transfer, evidence of the authority of that person to do so. |
Transfers of uncertificated shares must be carried out using a relevant system (as defined in the Uncertificated Securities Regulations 2001 (the Regulations)). The Board can refuse to register a transfer of an uncertificated share in the circumstances stated in the Regulations.
If the Board decide not to register a transfer of a share, the Board must notify the person to whom that share was to be transferred no later than two months after the company receives the transfer or instruction from the operator of the relevant system.
The Board can decide to suspend the registration of transfers, for up to 30 days a year, by closing the register of shareholders. The register must not be closed without the consent of the operator of a relevant system (as defined in the Regulations) in the case of uncertificated shares.
(g) Untraced shareholders
BT may sell any shares after advertising its intention and waiting for three months if the shares have been in issue for at least ten years, during that period at least three dividends have become payable on them and have not been claimed and BT has not heard from the shareholder or any person entitled to the
dividends by transmission. The net sale proceeds belong to BT, but it must pay those proceeds to the former shareholder or the person entitled to them by transmission if that shareholder, or that other person, asks for them.
(h) General meetings of shareholders
Every
year the company must hold an annual general meeting. The Board can call
an extraordinary general meeting at any time and, under general law, must
call one on a shareholders requisition.
(i) Limitations on rights of non-resident or foreign shareholders
The only limitation imposed by the Articles on the rights of non-resident or foreign shareholders is that a shareholder whose registered address is outside the UK and who wishes to receive notices of meetings of shareholders or documents from BT must give the company an address within the UK to which they may
be sent.
(j) Directors
Directors remuneration
Excluding remuneration referred to
below, each director will be paid such fee for his services as the Board decide,
not exceeding £50,000 a year and increasing by the percentage increase
of the UK Retail Prices Index (as defined by Section 833(2) Income and Corporation
Taxes Act 1988) for any 12 month period beginning 1 April 1999 or an anniversary
of that date. The company may by ordinary resolution decide on a higher sum.
This resolution can increase the fee paid to all or any directors either permanently
or for a particular period. The directors may be paid their expenses properly
incurred in connection with the business
of the company.
The Board
can award extra fees to a director who holds an executive position; acts as chairman
or deputy chairman; serves on a Board committee at the request of the Board;
or performs any other services which the Board consider extend beyond the ordinary
duties of a director.
The directors may grant pensions or other benefits to, among others, any director or former director or persons connected with them. However, BT can only provide these benefits to any director or former director who has not been an employee or held any other office or executive position in the company or any of
its subsidiary undertakings, or to relations or dependants of, or people connected to, those directors or former directors, if the shareholders approve this by passing an ordinary resolution.
164 BT Group plc Annual Report & Form 20-F
Directors votes
A director need not be a shareholder,
but a director who is not a shareholder can still attend and speak at shareholders meetings.
Unless
the Articles say otherwise, a director cannot vote on a resolution about
a contract in which the director has a material interest (this will also
apply to interests of a person connected with the director). The director
can vote if the interest is only an interest in BT shares, debentures or
other securities. A director can, however, vote and be counted in a quorum
in respect of certain matters in which he is interested as set out in the
Articles.
Subject to the relevant legislation, the shareholders can by passing an ordinary resolution suspend or relax, among other things, the provisions relating to the interest of a director in any contract or arrangement or relating to a directors
right to vote and be counted in a quorum on resolutions in which he is interested
to any extent or ratify any particular contract carried out in breach of those
provisions.
Directors interests If the legislation allows and the director has disclosed the nature and extent of the interest to the Board, the director can: |
|
(i) | have any kind of interest in a contract with or involving BT (or in which BT has an interest or with or involving another company in which BT has an interest);
|
(ii) | have any kind of interest in a company in which BT has an interest (including holding a position in that company or being a shareholder of that company);
|
(iii) | hold a position (other than auditor) in BT or another company in which BT has an interest on terms and conditions decided by the Board; and |
(iv) | alone (or through some firm with which the director is associated) do paid professional work (other than as auditor) for BT or another company in which BT has an interest on terms and conditions decided by the Board. |
A director does not have to hand over to BT any benefit received or profit made as a result of anything permitted to be done under the Articles.
When a director knows that they are interested in a contract with BT they must tell the other directors.
Retirement of directors
No one is prevented from being or becoming a director because they have reached the age of 70.
At
every annual general meeting, any director who was elected or last re-elected
a director at or before the annual general meeting held in the third year
before the current year, must retire by rotation. Any director appointed
by the directors automatically retires at the next following annual general
meeting. A retiring director is eligible for re-election.
Directors borrowing powers
To the extent that the legislation
and the Articles allow, the Board can exercise all the powers of the company
to borrow money, to mortgage or charge its business, property and assets (present
and future) and to issue debentures and other securities, and give security
either outright or as collateral security for any debt, liability or obligation
of the company or another person. The Board must limit the borrowings of the
company and exercise all the companys voting and other rights or powers of control exercisable by the company in relation to its subsidiary undertakings so as to ensure that the aggregate amount of all
borrowings by the group outstanding, net of amounts borrowed intra-group among other things, at any time does not exceed £35
billion.
MATERIAL
CONTRACTS
Excluding contracts entered into in the ordinary course of business, no contracts have been entered into in the two years preceding the date of this document by BT or another member of the group which are, or may be, material to the group or contain a provision under which a member of the group has an
obligation or entitlement which is, or may be, material to BT or such other member of the group.
TAXATION
(US HOLDERS)
This is a summary only of the principal US federal income tax and UK tax consequences of the ownership and disposition of ordinary shares or ADSs by US Holders (as defined below) who hold their ordinary shares or ADSs as capital assets. It does not address all aspects of US federal income taxation and does not
address aspects that may be relevant to persons who are subject to special provisions of US federal income tax law, including US expatriates, insurance companies, tax-exempt organisations, banks, regulated investment companies, financial institutions, securities broker-dealers, traders in securities who elect a mark-to-
market method of accounting, persons subject to alternative minimum tax, investors that directly, indirectly or by attribution own 10% or more of the outstanding share capital or voting power of BT, persons holding their ordinary shares or ADSs as part of a straddle, hedging transaction or conversion transaction,
persons who acquired their ordinary shares or ADSs pursuant to the exercise of options or otherwise as compensation, or persons whose functional currency is not the US dollar, amongst others. Those holders may be subject to US federal income tax consequences different from those set forth below.
For the purposes of this summary, a US Holder is a beneficial owner of ordinary shares or ADSs that, for US federal income tax purposes, is: a citizen or individual resident of the United States, a corporation (or other entity taxable as a corporation for US federal
income tax purposes) created or organised in or under the laws of the United
States or any political subdivision thereof, an estate the income of which
is subject to US federal income taxation regardless of its source, or a trust
if a US court can exercise primary supervision over the administration of the
trust and one or more United States persons are authorised to
control all substantial decisions of the trust. If a partnership holds ordinary
shares or ADSs, the US tax treatment of a partner generally will depend upon
the status of the partner and the activities of the partnership. A partner
in a partnership that holds ordinary shares or ADSs is urged to consult its
own tax advisor regarding the specific tax consequences of owning and disposing
of the ordinary shares or ADSs.
BT Group plc Annual Report & Form 20-F 165
Shareholder information Additional information for shareholders
In particular, this summary is based
on (i) current UK tax law and the practice of Her Majestys Revenue &
Customs (HMRC) and US law and US Internal Revenue Service (IRS) practice, including
the Internal Revenue Code of 1986, as amended, existing and proposed Treasury
regulations, rulings, judicial decisions and administrative practice, all as
currently in effect and available, (ii) the United KingdomUnited States
Convention relating to estate and gift taxes, and (iii) the United KingdomUnited
States Tax Convention that entered into force on 31 March 2003 and the
protocol thereto (the Convention), all as in effect on the date of this annual
report, all of which are subject to change or changes in interpretation, possibly
with retroactive effect.
US Holders
should consult their own tax advisors as to the applicability of the Convention
and the consequences under UK, US federal, state and local, and other laws,
of the ownership and disposition of ordinary shares or ADSs.
Taxation of
dividends
Under current UK tax law, BT will
not be required to withhold tax at source from dividend payments it makes.
For
US federal income tax purposes, a distribution will be treated as ordinary dividend
income. The amount of the distribution includible in gross income of a US Holder
will be the US dollar value of the distribution calculated by reference to the
spot rate in effect on the date the distribution is actually or constructively
received by a US Holder of ordinary shares, or by the Depositary, in the case
of ADSs. A US Holder who converts the British pounds into US dollars on the
date of receipt generally should not recognise any exchange gain or loss. A
US Holder who does not convert the British pounds into US dollars on the date
of receipt generally will have a tax basis in the British pounds equal to their
US dollar value on such date. Foreign currency gain or loss, if any, recognised
by the US Holder on a subsequent conversion or other disposition of the British
pounds generally will be US source ordinary income or loss. Dividends paid by
BT to a US Holder will not be eligible for the US dividends received deduction
that may otherwise be available to corporate shareholders.
For
purposes of calculating the foreign tax credit limitation, dividends paid on
the ordinary shares or ADSs will be treated as income from sources outside the
United States and generally will constitute passive income or, for
certain Holders, financial services income for tax years beginning
before 1 January 2007, and for tax years beginning after 31 December 2006, will
be treated as passive category income or general category
income. The rules relating to the determination of the foreign tax credit
are very complex. US Holders who do not elect to claim a credit with respect
to any foreign taxes paid in a given taxable year may instead claim a deduction
for foreign taxes paid. A deduction does not reduce US federal income tax on
a dollar for dollar basis like a tax credit. The deduction, however, is not
subject to the limitations applicable to foreign credits.
There
will be no right to any UK tax credit or to any payment from HMRC in respect
of any tax credit on dividends paid on ordinary shares or ADSs.
Certain
US Holders (including individuals) are eligible for reduced rates of US federal
income tax (currently at a maximum rate of 15%) in respect of qualified
dividend income received in taxable years beginning before 1 January 2011.
For this purpose, qualified dividend income generally includes dividends paid
by a non-US corporation if, among other things, the US Holders meet certain
minimum holding periods and the non-US corporation satisfies certain requirements,
including that either (i) the shares or ADSs with respect to which the dividend
has been paid are readily tradeable on an established securities market in the
United States, or (ii) the non-US corporation is eligible for the benefits of
a comprehensive US income tax treaty (such as the Convention) which provides
for the exchange of information. BT currently believes that dividends paid with
respect to its ordinary shares and ADSs should constitute qualified dividend
income for US federal income tax purposes. Each individual US Holder of ordinary
shares or ADSs is urged to consult his own tax advisor regarding the availability
to him of the reduced dividend tax rate in light of his own particular situation
and regarding the computations of his foreign tax credit limitation with respect
to any qualified dividend income paid by BT to him, as applicable.
Taxation of capital gains
Unless a US Holder of ordinary shares
or ADSs is resident in or ordinarily resident for United Kingdom tax purposes
in the United Kingdom or unless a US Holder of ordinary shares or ADSs carries
on a trade, profession, or vocation in the United Kingdom through a branch,
agency, or permanent establishment in the UK, and the ordinary shares and/or
ADSs have been used, held, or acquired for purposes of that trade, the holder
should not be liable for UK tax on capital gains on a disposal of ordinary shares
and/or ADSs.
A US
Holder who is an individual and who has ceased to be resident or ordinarily
resident for tax purposes in the United Kingdom on or after 17 March 1998 or
who falls to be regarded as resident outside the United Kingdom for the purposes
of any double tax treaty (Treaty non-resident) on or after 16 March 2005 and
continues to not be resident or ordinarily resident in the United Kingdom or
continues to be Treaty non-resident for a period of less than five years of
assessment and who disposes of his ordinary shares or ADSs during that period
may also be liable on his return to the United Kingdom to United Kingdom tax
on capital gains, subject to any available exemption or relief, even though
he is not resident or ordinarily resident in the United Kingdom or is Treaty
non-resident at the time of disposal.
For
US federal income tax purposes, a US Holder generally will recognise capital
gain or loss on the sale, exchange or other disposition of ordinary shares or
ADSs in an amount equal to the difference between the US dollar value of the
amount realised on the disposition and the US Holders adjusted tax basis
(determined in US dollars) in the ordinary shares or ADSs. Such gain or loss
generally will be US source gain or loss, and will be treated as long-term capital
gain or loss if the ordinary shares have been held for more than one year at
the time of disposition. Long-term capital gains recognised by an individual
US Holder generally are subject to US federal income tax at preferential rates.
The deductibility of capital losses is subject to significant limitations.
Passive foreign investment company
status
A non-US corporation will be classified
as a Passive Foreign Investment Company for US federal income tax purposes (a
PFIC) for any taxable year if at least 75% of its gross income consists of passive
income or at least 50% of the average value of its assets consist of assets
that produce, or are held for the production of, passive income. BT currently
believes that it did not qualify as a PFIC for the tax year ending 31 March
2007. If BT were to become a PFIC for any tax year, US Holders would suffer
adverse tax
166 BT Group plc Annual Report & Form 20-F
consequences. These consequences
may include having gains realised on the disposition of ordinary shares or
ADSs treated as ordinary income rather than capital gains and being subject
to punitive interest charges on certain dividends and on the proceeds of
the sale or other disposition of the ordinary shares or ADSs. Furthermore,
dividends paid by BT would not be qualified dividend income which
may be eligible for reduced rates of taxation as described above. US Holders
should consult their own tax advisors regarding the potential application
of the PFIC rules to BT.
US information reporting and backup withholding
Dividends paid on and proceeds received from the sale, exchange or other disposition of ordinary shares or ADSs may be subject to information reporting to the IRS and backup withholding at a current rate of 28% (which rate may be subject to change). Certain exempt recipients (such as corporations) are not
subject to these information reporting requirements. Backup withholding will not apply, however, to a US Holder who provides a correct taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt. Persons that are United States persons for US
federal income tax purposes who are required to establish their exempt status generally must furnish IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Holders that are not United States persons for US federal income tax purposes generally will not be subject to US information reporting or
backup withholding. However, such holders may be required to provide certification of non-US status in connection with payments received in the United States or through certain US-related financial intermediaries.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holders US federal
income tax liability. A holder may obtain a refund of any excess amounts withheld
under the backup withholding rules by timely filing the appropriate claim for
refund with the IRS and furnishing any required information.
UK stamp duty
A transfer of an ordinary share will
generally be subject to UK stamp duty or UK stamp duty reserve tax SDRT at
0.5% of the amount or value of any consideration provided rounded up (in the
case of stamp duty) to the nearest £5. SDRT is generally the liability of the purchaser. It is customarily also the purchaser
who pays UK stamp duty. A transfer of an ordinary share to, or to a nominee or agent of, a person whose business is or includes issuing depositary receipts gives rise to a 1.5% charge to stamp duty or SDRT of either the amount of the consideration provided or the value of the share issued rounded up (in the case of
stamp duty) to the nearest £5. No UK stamp duty will be payable on the
transfer of an ADS (assuming it is not registered in the UK), provided that
the transfer documents are executed and always retained outside the UK.
Transfers of ordinary shares into CREST will generally not be subject to stamp duty or SDRT unless such a transfer is made for a consideration in money or moneys
worth, in which case a liability to SDRT will arise, usually at the rate of
0.5% of the value of the consideration. Paperless transfers of ordinary shares
within CREST are generally liable to SDRT at the rate of 0.5% of the value
of the consideration. CREST is obliged to collect SDRT from the purchaser of
the shares on relevant transactions settled within the system.
UK inheritance and gift taxes in connection with ordinary shares and/or ADSs
The rules and scope of domicile are
complex and action should not be taken without advice specific to the individuals
circumstances. A lifetime gift or a transfer on death of ordinary shares and/or
ADSs by an individual holder, who is US domiciled (for the purposes of the
UK/US Estate and Gift Tax Convention) and who is not a UK national (as defined
in the Convention) will not generally be subject to UK inheritance tax if the
gift is subject to US federal gift or US estate tax unless the tax is not paid.
LIMITATIONS
AFFECTING SECURITY HOLDERS
There are no limitations under the laws of the United Kingdom restricting the right of non-residents to hold or to vote shares in the company.
DOCUMENTS
ON DISPLAY
All reports and other information
that BT files with the US Securities and Exchange Commission (SEC) may be inspected
at the SECs public reference facilities at Room 1580, 100 F Street, NE Washington, DC, 20549, USA. These reports may be accessed via the SECs
website at www.sec.gov
PUBLICATIONS
BT produces a series of reports on
the companys financial, economic, compliance, social and environmental performance. Most of these reports (as well as the EAB Annual Report on BTs
compliance with the Undertakings), are available to shareholders on request
and can be accessed on the internet at
www.bt.com/aboutbt More detailed disclosures on BTs implementation
of social, ethical and environmental policies and procedures are available
online through our independently verified sustainability report at www.bt.com/betterworld
Document |
Publication date | |||
Annual Review & Notice of Meeting |
May | |||
Annual Report & Form 20-F |
May | |||
Changing World: Sustained Values 2007, BTs sustainability opportunities, challenges and performance |
May | |||
EAB Annual Report |
May | |||
Quarterly results releases |
July, November, February and May | |||
Current Cost Financial Statements |
September | |||
Statement of Business Practice |
July 2004 | |||
BT Group plc Annual Report & Form 20-F 167
Shareholder information Additional information for shareholders
For printed copies, when available,
contact the Shareholder Helpline on Freefone 0808 100 4141 or, alternatively,
contact the Registrar in the UK, at the address below.
ELECTRONIC
COMMUNICATION
Shareholders can now choose to receive their shareholder documents electronically rather than by post. Shareholders may elect to receive documents in this way by going to www.bt.com/signup and following the online instructions, or by calling the Shareholder Helpline.
SHAREHOLDER
COMMUNICATION
BT is committed to communicating openly with each of its stakeholder audiences in the manner most appropriate to their requirements.
All
investors can visit our website at www.bt.com/investorcentre for more information about BT. There are direct links from this page to sites providing information particularly tailored for shareholders, institutional investors and analysts, industry analysts and journalists.
An
online version of this document is available at www.bt.com/annualreport
Private shareholders
If private shareholders have any enquiries about their shareholding, they should contact the Registrar at the address below.
Lloyds TSB Registrars maintain BT Groups
share register and the separate BT Group EasyShare register. They also provide
a Shareholder Helpline service on Freefone 0808 100 4141.
Institutional investors and analysts
Institutional investors and equity research analysts may contact Investor Relations on:
Tel 020 7356 4909
Fax 020 7356 5270
e-mail: investorrelations@bt.com
Industry
analysts may contact:
Tel 020 7356 5631
Fax 01332 577434
e-mail: industryenquiry@bt.com
168 BT Group plc Annual Report & Form 20-F
Shareholder
information
Cross reference to Form
20-F
The information in this document that is referred to in the following table shall be deemed to be filed with the Securities and Exchange Commission for all purposes:
Required Item in Form 20-F | Where information can be found in this Annual Report | ||
Item | Section | Page | |
1 |
Identity of directors, senior management and advisors | Not applicable | |
2 |
Offer statistics and expected timetable | Not applicable | |
3 |
Key information | ||
3A |
Selected financial data | Selected financial data | 150 |
Additional information for shareholders Exchange rates |
162 | ||
3B |
Capitalisation and indebtedness | Not applicable | |
3C |
Reasons for the offer and use of proceeds | Not applicable | |
3D |
Risk factors | Business review | |
Group risk factors | 27 | ||
4 |
Information on the company | ||
4A |
History and development of the company | Contents page Business review |
|
Introduction to the Business Review | 9 | ||
Our operational structure | 9 | ||
Acquisitions and disposals | |||
Acquisitions and disposals prior to the 2007 financial year | 19 | ||
Acquisitions and disposals in the 2007 financial year | 19 | ||
Financial review | |||
Capital expenditure | 45 | ||
Acquisitions | 46 | ||
4B |
Business overview | Business review | 9 |
Financial review | |||
Line of business results for 2007 and 2006 | 33 | ||
Our commitment to society | 24 | ||
Operational statistics | 156 | ||
Additional information for shareholders | |||
Cautionary statement regarding forward-looking statements | 158 | ||
4C |
Organisational structure | Business review | |
Introduction to the Business Review | 9 | ||
Subsidiary undertakings and associate | 148 | ||
4D |
Property, plants and equipment | Business review | |
Resources | |||
Property | 24 | ||
Financial statistics | 154 | ||
5 |
Operating and financial review and prospects | ||
5A |
Operating results | Financial review | 30 |
Consolidated financial statements | 78 | ||
Accounting policies | |||
Additional information for shareholders | |||
Cautionary statement regarding forward-looking statements | 158 | ||
5B |
Liquidity and capital resources | Financial review | 30 |
Additional information for shareholders | |||
Cautionary statement regarding forward-looking statements | 158 | ||
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Loans and other borrowings | 107 | ||
Financial commitments and contingent liabilities | 113 | ||
Financial instruments and risk management | 126 | ||
5C |
Research and development, patents and licences | Business review | |
Pursue profitable growth in new wave markets | |||
Develop our global networked IT services capability | 9 | ||
Research and development | 24 | ||
IT support | 24 | ||
Financial statistics | 154 | ||
5D |
Trend information | Financial review | 30 |
Additional information for shareholders | |||
Cautionary statement regarding forward-looking statements | 158 |
BT Group plc Annual Report & Form 20-F 169
Shareholder information Cross reference to Form 20-F
Required Item in Form 20-F | Where information can be found in this Annual Report | ||
Item | Section | Page | |
5E |
Off-balance sheet arrangements | Financial review | |
Off-balance sheet arrangements | 44 | ||
5F |
Tabular disclosure of contractual obligations | Financial review | |
Capital resources | 44 | ||
6 |
Directors, senior management and employees | Corporate governance | |
6A |
Directors and senior management | Board of directors and Operating Committee | 49 |
6B |
Compensation | Report on directors remuneration | 56 |
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Retirement benefit plans | 117 | ||
Share based payments | 121 | ||
6C |
Board practices | Board of directors and Operating Committee | 49 |
Report of the directors | |||
Board composition and role | 52 | ||
Report on directors remuneration | 56 | ||
6D |
Employees | Financial review | |
Group results | 32 | ||
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Employees | 121 | ||
Operational statistics | 156 | ||
6E |
Share ownership | Report on directors remuneration | 56 |
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Share based payments | 121 | ||
7 |
Major shareholders and related party transactions | ||
7A |
Major shareholders | Report of the directors | |
Substantial shareholdings | 72 | ||
Additional information for shareholders | |||
Analysis of shareholdings at 31 March 2007 | 160 | ||
7B |
Related party transactions | Report of the Directors | |
Directors information | |||
Interest of management in certain transactions | 69 | ||
Report on directors remuneration | 56 | ||
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Related party transactions | 113 | ||
7C |
Interests of experts and counsel | Not applicable | |
8 |
Financial information | ||
8A |
Consolidated statements and other financial information | See Item 18 below | |
Business review | |||
Legal proceedings | 22 | ||
Financial review | |||
Dividends | 42 | ||
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Financial commitments and contingent liabilities | 113 | ||
Additional information for shareholders | |||
Dividends | 160 | ||
Dividend investment plan | 161 | ||
Memorandum and Articles of Association | |||
Articles | |||
Dividends | 163 | ||
8B |
Significant changes | Financial review | |
Capital resources | 44 |
170 BT Group plc Annual Report & Form 20-F
Required Item in Form 20-F | Where information can be found in this Annual Report | ||
Item | Section | Page | |
9 |
The offer and listing | ||
9A |
Offer and listing details | Additional information for shareholders | |
Share and ADS prices | 159 | ||
9B |
Plan of distribution | Not applicable | |
9C |
Markets | Additional information for shareholders | |
Listings | 159 | ||
9D |
Selling shareholders | Not applicable | |
9E |
Dilution | Not applicable | |
9F |
Expenses of the issue | Not applicable | |
10 |
Additional information | ||
10A |
Share capital | Not applicable | |
10B |
Memorandum and articles of association | Additional information for shareholders | |
Memorandum and articles of association | 163 | ||
10C |
Material contracts | Additional information for shareholders | |
Material contracts | 165 | ||
10D |
Exchange controls | Additional information for shareholders | |
Limitations affecting security holders | 167 | ||
10E |
Taxation | Additional information for shareholders | |
Taxation (US Holders) | 165 | ||
10F |
Dividends and paying agents | Not applicable | |
10G |
Statement by experts | Not applicable | |
10H |
Documents on display | Additional information for shareholders | |
Documents on display | 167 | ||
10I |
Subsidiary information | Not applicable | |
11 |
Quantitative and qualitative | Financial review | |
disclosures about market risk | Treasury policy | 44 | |
Financial risk management | 45 | ||
Consolidated financial statements | |||
Notes to the consolidated financial statements | |||
Accounting Policies | |||
Financial instruments (from 1 April 2005) | 81 | ||
Financial instruments (to 31 March 2005) | 83 | ||
Financial instruments and risk management | 126 | ||
12 |
Description of securities other than equity securities | Not applicable | |
13 |
Defaults, dividend arrearages and delinquencies | Not applicable | |
14 |
Material modifications to the rights of security holders and use of proceeds |
Not applicable | |
15 |
Controls and procedures | Report of the Directors US Sarbanes-Oxley Act of 2002 |
71 |
16A |
Audit committee financial expert | Report of the Directors US Sarbanes-Oxley Act of 2002 |
71 |
16B |
Code of ethics | Report of the Directors US Sarbanes-Oxley Act of 2002 |
71 |
16C |
Principal accountants fees and services | Consolidated financial statements | |
Notes to the consolidated financial statements | |||
Audit and non-audit services | 126 | ||
Report of the Directors | |||
Report of the Audit Committee | 54 | ||
16E |
Purchases of equity securities by the issuer and affiliated purchasers |
Additional information for shareholders Share buy back |
162 |
17 |
Financial statements | Not applicable | |
18 |
Financial statements | Report of the independent auditors | 75 |
Consolidated financial statements | 78 | ||
Notes to the consolidated financial statements | |||
United States Generally Accepted Accounting Principles | 134 | ||
Quarterly analysis of revenue and profit | 149 |
BT Group plc Annual Report & Form 20-F 171
Shareholder information
Glossary of terms
| 21CN: an end-to-end, next-generation IP network, designed to transform the customer experience by delivering new, converged services rapidly and cost effectively. It is one of the largest investments in the UKs communications infrastructure by a private sector company. |
| 3G: in mobile telephony, third-generation, or 3G, protocols support much higher data rates, intended for applications other than voice. 3G wireless is digital and includes such enhanced features as high-speed transmission, global roaming and advanced multimedia access. |
| active (voice) customers: BT telephony customers who are actively using the service |
| ADSL: asymmetric digital subscriber line transforms the existing copper wires between the local telephone exchange and a customers telephone sockets into a high-speed digital line |
| ARPU: average revenue per user |
| ATM: asynchronous transfer mode is a packet switching network protocol designed to support transmission of data with a number of guarantees relating to quality |
| backhaul network: the network linking a communication providers network with the BT exchange |
| broadband: comes from broad bandwidth and is used to describe a high-capacity, two-way link between an end user and an access network supplier capable of carrying a wide range of applications |
| BT Conferencing: a business within BT Enterprises offering global audio, video and web collaboration services |
| BT Directories: a business within BT Enterprises offering directory enquiries, operator services and the phone book, as well as more recently developed on-line and CD-ROM services |
| BT Enterprises: a business unit within BT Retail encompassing BT Conferencing, BT Directories, BT Expedite, BT Payphones, BT redcare and dabs.com |
| BT Expedite: a business within BT Enterprises offering specialist store integration solutions and services |
| BT Global Services: BTs line of business providing global services (including managed networks, outsourcing and systems integration on an agile IP infrastructure) to multi-site organisations, such as corporate and government customers across Europe, the Americas and the Asia Pacific region. It also serves wholesale customers
outside the UK. |
| BT Ireland: a wholly owned subsidiary of BT Group plc, and a fully integrated division of BT Retail. It operates in the consumer, business, major business and wholesale markets throughout the island of Ireland. |
| BT Payphones: a business within BT Enterprises providing street, managed and private payphones and card services |
| BT Pension Scheme (BTPS): The BTPS is the groups main final salary pension scheme, where benefits are based on employees length of service and final pensionable pay. |
| BT redcare: a business within BT Enterprises offering secure intelligent monitoring and tracking services, including alarm monitoring, CCTV, machine monitoring, secure mobile data solutions and vehicle tracking |
| BT Retail: a BT line of business offering a wide range of retail products and services to the consumer and small to medium business markets |
| BT Retirement Plan (BTRP): a defined contribution-style pension arrangement that was introduced for new BT employees from 1 April 2001 |
| BT Wholesale: a BT line of business providing network services and solutions within the UK. It services more than 700 communications companies, including other BT businesses. |
| Business in the Community: an organisation of more than 700 of the UKs top companies committed to improving their positive impact on society |
| Childline: the UKs free, 24-hour helpline for children in distress or danger |
| Consult 21: the programme through which BT is working closely with the industry to agree the 21CN roll-out plan |
| convergence: has various interpretations. It can mean the delivery of voice, video and data across all networks. It also refers to the integration of fixed and mobile solutions, sometimes on a single handset. |
| CP: customer premises |
| CPS: carrier pre-selection enables customers to choose to have certain call types carried by another network operator |
| CRM: customer relationship management |
| CSR: corporate social responsibility |
| dabs.com: a business within BT Enterprises, it is one of the UKs leading internet retailers of IT and technology products |
| Dow Jones Sustainability Index: assesses 2,500 companies worldwide on their performance in areas such as corporate governance and ethical practices, investor relations, environmental management, community investment, human rights, health and safety, diversity, supply chain and risk management |
| DSL: digital subscriber line a broadband service similar to ADSL, but with upload and download transmission rates the same |
| EMEA: Europe, the Middle East and Africa |
| EMP: Equivalence Management Platform Openreachs transactional platform that underpins all its interactions with communications providers. It can process up to 100,000 orders a day. |
| EPS: earnings per share |
| ESIP: Employee Share Investment Plan a plan under which BT can provide free shares to employees, and employees can buy shares in BT from pre-tax salaries |
| FASB: Financial Accounting Standards Board the board which sets US GAAP accounting standards |
| Gb: gigabits (per second) |
| GCTO: BT Group Chief Technology Office responsible for creating BTs innovation strategy |
| GSM: global system for mobile communications the standard for digital cellular communications that has been widely adopted across Europe and other territories |
| IASB: International Accounting Standards Board the board which sets International Financial Reporting Standards |
| ICT: information and communication technology |
172 BT Group plc Annual Report & Form 20-F
| IFRS: International Financial Reporting Standards |
| IP: internet protocol a packet-based protocol for delivering data including voice and video across networks |
| IPO: initial public offering the first issue of shares when launching a company onto the stock market |
| IPVPN: internet protocol virtual private network |
| ISDN: integrated services digital network an all digital network that enables a host of services to be carried together on the same circuits. It makes it possible for any two compatible pieces of connected equipment to talk to each other. |
| ISO 9001: the international quality management standard |
| ISP: internet service provider |
| LAN: local area network a network that operates within a limited geographical area, such as in a building. It connects a variety of data devices, such as PCs, servers and printers at a very high data rate. |
| managed solutions: where BT has complete responsibility for end-to-end design, implementation and control of managing and monitoring customer networks and services |
| Mb: megabits (per second) |
| MPLS: multi-protocol label switching supports the rapid transmission of data across network routers, enabling modern networks to achieve high quality of service |
| MVNO: mobile virtual network operator. A mobile operator does not own its own spectrum, and usually does not have its own network infrastructure. Instead, MVNOs have business arrangements with traditional mobile operators to buy minutes of use for sale to their own customers. |
| N3: the national broadband network that BT is building for the NHS |
| narrowband: non-broadband, fixed access network or line |
| new wave: a collective name for networked IT, broadband and mobility products and services, to differentiate them from traditional voice services |
| Ofcom: the independent regulator and competition authority for the UK communications industries, with responsibilities across television, radio, telecommunications and wireless communications services |
| One IT: a collective name for all of the IT resource within the BT group |
| Openreach: Openreach looks after the first mile of network, from the exchange through to homes and businesses. Its role is to provide services to all communications providers including other BT lines of business on a fair, equal and open basis. |
| PSTN: public switched telephone network |
| Queens Award for Enterprise: the UKs most prestigious award for business performance |
| re-usable capabilities: a set of re-usable components for use in product and service development. Instead of creating new systems, and deploying new hardware/software to build a product, product managers, network and systems designers will increasingly pick from a catalogue of common capabilities. |
| Route2Learn (R2L): BTs learning management system |
| SME: small or medium enterprise |
| SMP: significant market power |
| STM: synchronous transfer mode |
| Undertakings: a series of legally-binding commitments BT made to Ofcom, designed to bring greater transparency and certainty to the regulation of the telecommunications industry in the UK. They led to the formation of Openreach. |
| UK GAAP: United Kingdom Generally Accepted Accounting Principles |
| US GAAP: United States Generally Accepted Accounting Principles |
| USO: universal service obligation |
| VoIP: voice over internet protocol a method of transporting speech over the internet |
| VPN: virtual private network a voice and/or data network which offers the features and characteristics of a private network but is in fact configured this way from a part of the public network or the internet |
| WAN: wide area network a network spread over a large geographical area |
| Wi-Fi: wireless networking the ability to connect to a network or a PC using radio as opposed to a physical (cabling) connection |
| wireless cities: an initial group of 12 cities with networks set up by BT providing wire-free, high-speed broadband coverage which can be used for easy access to information and services in city centre locations and offer a range of new services for consumers, businesses and local authority workers |
BT Group plc Annual Report & Form 20-F 173
Shareholder information
BT products and services mentioned in this report
| BT Assurance Plus: offers the benefits of BT Assurance, plus some additional ones. BT Assurance is a support service for BT business customers offering round-the-clock fault reporting; a simplified calling process; and one point of contact for repair issues on all of BTs key products. |
| BT Broadband Talk: enables customers to make and receive calls over a broadband connection, using a touch-tone telephone plugged into the router or BT Home Hub. Customers on BT Broadband Talk get a separate phone number. |
| BT Broadband Voice: a voice over IP telephone service offering unlimited local and national calls for a fixed monthly subscription |
| BT Business Broadband: a broadband package specifically designed for small and medium businesses, which was superseded in January 2007 by BT Business Total Broadband |
| BT Business Broadband Voice: enables business customers to make and receive calls over a broadband line using a normal telephone |
| BT Business IT Manager: a selection of services to meet all small and medium businesses IT needs from hardware supply and set up to advice on, and support for, systems |
| BT Business IT Support Manager: a support service BTs IT experts take remote control of your PC to fix problems. Available as pay-as-you-go or unlimited support options. |
| BT Business Plan: a call package for small and medium businesses offering capped rates. It costs nothing to sign up. |
| BT Business Total Broadband: BTs most complete broadband package specifically designed for small and medium businesses, powered by business-grade broadband with download speeds of up to 8Mb |
| BT Corporate Fusion: a ground-breaking premises-based fixed-mobile convergence service for large organisations. It enables organisations to take advantage of fixed-mobile convergence and their increasing deployment of IP telephony and wi-fi coverage. |
| BT DataStream: a wholesale broadband network service aimed primarily at internet service providers, but a simpler service than that provided by the BT IPstream product. |
| BT Digital Vault: a quick and hassle-free service for safeguarding files stored on customers PCs and laptops including photos, emails, and other important personal information |
| BT Friends & Family: a discount package for domestic telephone customers, enabling savings of 10% on the ten most-called numbers and 20% on one BestFriend number |
| BT Fusion: an intelligent mobile phone that automatically functions as a normal mobile when out and about, and switches to a landline at home |
| BT Home Hub: a stylish, powerful feature-packed ADSL router, designed to sit at the heart of the digital home. It can connect to up to 15 devices wirelessly, and supports BTs full range of services including BT Total Broadband and BT Broadband Talk. |
| BT Home IT Advisor: a phone service that puts customers in touch with a highly trained advisor who can, for example, offer help with setting up an email account or a home network, and who can talk them through technical difficulties with their PCs, networks or applications -and even create a virtual engineer by enabling an
advisor to log on to their computer remotely and troubleshoot a problem |
| BT Home IT Visit: a nationwide service providing face-to-face technical support for customers in their homes |
| BT IPStream: a wholesale broadband network service primarily aimed at internet service providers |
| BT Movio: the worlds first wholesale mobile broadcast entertainment service to combine live TV, DAB digital radio, a seven-day programme guide and red button interactivity for mobile phones |
| BT NetProtect: BT has teamed up with PC security specialist, Norton, to offer continuous, automatically updated protection against viruses, hackers and other online threats. Its compatible with new Microsoft Windows Vista. |
| BT Openzone: a convenient, easy to use broadband internet access service using wireless technology (Wi-Fi). Users can access email or surf the internet from around 40,000 hot spots throughout the UK and around the world. |
| BT Privacy at Home: includes caller display, which enables the user to see the number of the person calling. BT Privacy at Home is free, but customers need to sign up for it. Customers can also be added to the Telephone Preference Service register, which cuts out unwanted telemarketing calls. |
| BT Softphone: an easy to download service giving free global PC-to-PC chat at any time of day. |
| BT Text: enables users to send and receive text messages from their home phone. |
| BT Together: a calling plan for consumer customers, offering three low-cost calling packages |
| BT Total Broadband: the most comprehensive broadband packages yet seen in the UK. Powered by ultra-fast download speeds of up to 8Mb, it offers free internet voice calls, free video calls, and a suite of security software all brought together through the BT Home Hub. BT Total Broadband even gives freedom to roam
outside the home with Wi-Fi, via free BT Openzone wireless minutes. There are no connection charges, and the package comes with around-the-clock helpdesk support. |
| BT Vision: next generation TV service combining the appeal of TV with the interactivity of broadband. Customers can watch what they want when they want, and not be tied to TV schedules. The service does not require a regular monthly subscription. |
| BT Wi-Fi Fusion: enables users to make calls when out and about using BT Openzone hotspots |
| BT Workspace Lite: a feature of BT Business Total Broadband. It provides small and medium businesses with one place to store documents online on an extranet, allowing them to share information and work collaboratively with customers and suppliers. |
| LLU: local loop unbundling the process whereby BTs exchange lines are physically disconnected from BTs network and connected to other operators networks. This enables operators, other than BT, to use the companys local loop to provide services to customers. |
| MegaStream Ethernet: Megastream Ethernet and BT Enterprise Ethernet provide secure links between 0.2Mb and 100Mb between two or more sites for data communications. The two services offer a range of distinct features. |
| Telephone Preference Service: enables customers to filter out most unsolicited marketing calls |
| V-Box: BT Vision is delivered through a set-top box the V-box. This contains a personal digital recorder able to store up to 80 hours of content, pause or rewind live TV, and record programmes at the touch of a button. |
| WLR: wholesale line rental enables communications providers to offer their own-branded telephony services over the Openreach network |
174 BT Group plc Annual Report & Form 20-F
Shareholder information
Index
A Accounting policies 75-85 Acquisitions 45, 114-116 Acquisitions and disposals 19-20 Additional information for shareholders 158, 168 Articles of Association 163-165 Associates and joint ventures 41, 106 Audit Committee, Report of the 54 Audit and non audit services 126 |
B Balance sheet 45, 89, 146-147, 153 Board of directors and Operating Committee 49-51 BT Global Services 11-12, 34-35, 37-38 BT Retail 12-15, 35-36, 38-39 BT Wholesale 16-17, 36-37, 39 Business review 8-28 |
C Capital expenditure 45, 92, 93, 105 Capital gains tax 159 Capital resources 44 Cash and cash equivalents 88, 101, 152 Cash flow statement, Group 88, 152 Cautionary statement regarding forward-looking statements 158 Chairmans message 4-5 Chief Executives statement 6-7 Competition and the UK economy 21 Consolidated Financial Statements 77-143 Create long-term partnerships with our customers 10 Critical accounting policies 47 Cross reference to Form 20-F 169-171 |
D Defend our traditional business 10, 14, 15, 17 Deferred taxation 110, 135 Derivative financial instruments 81-84, 108, 126-133 Directors remuneration, report on 56-68 Directors responsibility, statement of 74 Directors, Report of the 8-72 Dividend investment plan 161 Dividend mandate 160 Dividends 2, 42, 81, 99, 145, 160, 163 Documents on display 167 |
E Earnings per share 3, 9, 42, 100 Electronic communication 168 Employees plans 121-126 Environment 24-26 Exchange rates 162 |
F Foreign exchange 127, 135 Financial commitments and contingent liabilities 113 Financial data, selected 150-153 Financial instruments and risk management 126-133 Financial review 29-47 Financial review, introduction 30 Financial risk management 44-45 Financial statements of BT Group plc 144-147 Financial statistics 154-155 Financing 43-44 Free cash flow 2, 44, 102 |
G Geographical information 47, 95 Global Invest Direct 161 Glossary of terms and US equivalents 143 Group income statement, summarised 31 Group results 32-34 Group risk factors 27-28 |
I IFRS and United States generally accepted accounting principles, differences between 134 Income statement, group 86-87, 149, 150-151 Independent auditors, Report of the 75-76, 144 Individual savings accounts (ISAs) 162 Intangible assets 79-80, 102-103 Investments 105-106 |
BT Group plc Annual Report & Form 20-F 175
Shareholder information
Index
L Legal proceedings 22 Line of business results 33-39 Listings 159 Loans and other borrowings 82-83, 107-108 |
M Material contracts 165 Memorandum 163 Minority interests 111 |
N Net debt 2, 101 Nominating Committee, Report of the 55 |
O Off-balance sheet arrangements 44 Openreach 17-18, 37, 59, 125 Operating and financial review 8-28, 30-47 Operating costs 40, 96 Operating profit 41, 86-87 Operational statistics 156 Other operating income 40, 95 Other reserves and retained earnings 112 Our commitment to society 24-25 Our customers 3 Our strategy 3 Outlook 10 |
P Pensions 24, 28, 46, 59-60, 64, 117-121, 134 Profit before taxation 2, 42, 86-87 Property, plant and equipment 80, 84, 104-105 Provisions 81, 109 Publications 167 Pursue profitable growth in new wave markets 9-10 |
Q Quarterly analysis of revenue and profit 149 |
R Reconciliation of movements in equity 111 Regulation, competition and prices 20-22 Related party transactions 113 Relationship with HM Government 22 Resources 22-24 Results announcements 161 Retirement benefit plans 117-121 Return on capital employed 46, 154, 155 |
S Segmental analysis 90-95 Share and ADS prices 159 Share buy back 162 Share capital 83, 111, 145 Share-based payment 121-126 ShareGift 162 Shareholder communication 168 Shareholdings, analysis of 160 Specific items 30, 31, 40-41, 78, 97 Statement of recognised income and expenses, Group 87 Subsidiary undertakings, joint ventures and associate 148 |
T Taxation 42, 81, 98-99 Taxation (US Holders) 165-167 Total shareholder return 161 Trade and other payables 82, 109 Trade and other receivables 82, 107 Transform our networks, systems and services for the twenty-first century 10 Treasury Policy 44 |
U Unclaimed Assets Register 162 US GAAP 46, 134-142 US GAAP developments 47, 141-142 |
176 BT Group plc Annual Report & Form 20-F
BT Group plc |
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Registered office: 81 Newgate
Street, London EC1A 7AJ Produced by BT Group Printed in England by Pindar Graphics |
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