FORM 6-K
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 26, 2010
BT Group plc
(Translation of registrants 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 þ Form 40-F o
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 o No þ
Enclosure: BT Group plc Annual Report & Form 20-F 2010 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.
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BT Group plc |
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By:
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/s/ Alan Scott |
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Name:
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Alan Scott
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Title:
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Deputy Secretary |
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Date: May 26, 2010
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BT Group plc
Annual Report & Form 20-F 2010
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BT GROUP PLC ANNUAL REPORT & FORM 20-F
BT Group plc
Annual Report
& Form 20-F
2010
OVERVIEW
FINANCIAL SUMMARY
Group results
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2010 |
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2009a |
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£m |
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£m |
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Change |
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Five year record |
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Revenue |
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Adjusted revenue (£m) |
adjustedb,c |
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£20,911 |
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£21,431 |
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2% |
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reported |
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£20,859 |
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£21,390 |
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2% |
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EBITDAd |
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Adjusted EBITDA (£m) |
adjustedb,c |
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£5,639 |
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£5,238 |
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8% |
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reported |
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£5,162 |
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£3,191 |
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62% |
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Profit (loss) before taxation |
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Adjusted profit before taxation (£m) |
adjustedb,c |
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£1,735 |
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£1,454 |
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19% |
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reported |
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£1,007 |
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£(244 |
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£1,251m |
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Earnings (loss) per share |
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Adjusted earnings per share (pence) |
adjustedb,c |
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17.3p |
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14.1p |
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23% |
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reported |
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13.3p |
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(2.5)p |
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15.8p |
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Full year dividend (pence) |
Proposed full year dividend |
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6.9p |
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6.5p |
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6% |
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Free cash flow (£m) |
Free cash flowc |
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£1,933 |
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£737 |
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£1,196m |
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Net debt (£m) |
Net debtc |
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£9,283 |
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£10,361 |
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£1,078m |
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a |
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Restated. See page 94. |
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Items presented as adjusted are stated before specific items, BT Global Services
contract and financial review charges in 2009 and net interest on pensions. See page 55 for further
details. In our quarterly results announcements we also report adjusted measures before leaver
costs, consistent with the basis of our outlook for the year (see page 3). From 2011 onwards, we
will be reporting our quarterly adjusted results after leaver costs. |
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Adjusted revenue, adjusted EBITDA, adjusted profit (loss) before taxation, adjusted
earnings (loss) per share, free cash flow and net debt are non-GAAP measures provided in addition
to the disclosure requirements of IFRS. The rationale for using non-GAAP measures and the locations
of reconciliations to the most directly comparable IFRS measure are provided in the Financial
review on pages 54 to 56. |
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EBITDA: Earnings before interest, taxation, depreciation and amortisation. |
2 BT GROUP PLC ANNUAL REPORT & FORM 20-F
OVERVIEW FINANCIAL SUMMARY
Performance against our outlook for 2010
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Outlook |
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Outlook |
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Outlook |
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May 2009 |
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updated |
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Outcome |
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achieved |
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Adjusted revenue decline |
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4%-5 |
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3%-4 |
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2 |
% |
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Total underlying costa reductions |
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>£1bn |
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>£1.5bn |
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£1.75bn |
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Adjusted EBITDAb before leaver costs |
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c.£5.7bn |
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£5.8bn |
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Capital expenditure |
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c.£2.7bn |
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c.£2.5bn |
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£2.5bn |
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Free cash flowc |
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>£1bn |
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c.£1.7bn |
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£1.9bn |
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Full year dividend |
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c.5%up |
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6% up |
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Net debtd |
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<£10.0bn |
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£9.3bn |
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Key points for 2010
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Full year results ahead of our outlook |
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Revenue down 2% |
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Total underlying costsa reduced by £1,752m, down 9% |
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Capital expenditure reduced by £555m to £2,533m |
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Free cash flowc of £1,933m, an improvement of £1,196m |
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Net debtd reduced by over £1bn |
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Proposed final dividend of 4.6p per share, giving 6.9p for the full year |
Outlook for 2011
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Revenue
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c.£20bn |
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Operating cost savingse
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c.£900m |
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Adjusted EBITDAb after leaver costs
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in line with 2010 |
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Free cash flowf before specific items
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c.£1.8bn |
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Net debtd
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<£9.0bn |
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a |
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Underlying operating costs and capital expenditure, before specific items, leaver
costs, depreciation and amortisation and other operating income, excluding BT Global Services
contract and financial review charges in 2009. |
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Before specific items. |
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Before pension deficit payment of £525m but after the cash costs of the BT Global Services restructuring. |
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Net debt is defined on page 56. |
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Underlying operating costs before specific items and depreciation and amortisation. |
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Before pension deficit payment and before specific items of around £150m, with capital expenditure at around £2.6bn. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 3
OVERVIEW
CHAIRMANS MESSAGE
As we promised, 2010 has been a year for delivery. After the challenges of the last financial
year, we focused our efforts on starting to improve BT Global Services performance and reducing
our cost base so that we could emerge stronger from recession. While the economy is still
challenging, I am delighted to say our determination has paid off and we have delivered results
ahead of our original expectations for the year.
Dividends
Last year we said we wanted to rebase the dividend to a level which we were confident was
sustainable and from which it could grow. The Board is committed to delivering progressive
dividends, while balancing the need to invest in the business, support the pension fund and reduce
our net debt. Given our good performance in terms of free cash flow generation this year, the Board
is proposing a final dividend of 4.6p, making a total of 6.9p for the full year. This represents 6%
growth over last year, in line with our indication of around a 5% increase.
Pension fund
In February we announced that BT had reached agreement with the Trustee of the BT Pension
Scheme on the triennial funding valuation of the pension scheme and a recovery plan for the £9bn
deficit. I was disappointed, given the significant amount of work done by the Trustee and the
prudent assumptions we had agreed, that the Pensions Regulator had substantial concerns with
certain features of the agreement. We and the Trustee continue to work with the Pensions Regulator
to progress this matter. Since the valuation date the schemes investments have increased in value
by £4bn.
Regulation
In the current economic environment it is imperative that we avoid protectionism and establish
a truly level playing field for businesses. We continue to work with governments and regulators in
the UK, the EU and around the world for open and fair wholesale access to telecoms networks,
whether fixed or mobile, and to premium pay TV content to drive competition and avoid inequalities
and excessive pricing in the broadband market. Our own access network is open to all-comers on an
equivalent basis and it is because of this that the UK has one of the most competitive and vibrant
telecoms markets. This benefits everyone, be they our competitors or our customers. We seek
consistency and ask only in other markets what we offer in the UK market.
Environment and the community
We are proud to be involved with the London 2012 Olympic and Paralympic Games and see this as
an opportunity to contribute to a great event not just for London but for the whole of the UK and
the rest of the world. In keeping with our tradition of helping others, BT people will be
volunteering and contributing to the Games and our network will provide a lasting legacy beyond.
We firmly believe in investing in young people and I am delighted that BT is stepping up its
commitment to the Modern Apprenticeship scheme.
BT is committed to a sustainable environment and has set one of the most aggressive corporate
carbon reduction targets in the world. We have made considerable progress, reducing the carbon
intensity of our global business by 54% compared with our 1997 baseline. By 2020 we aim to have
reduced our emissions by 80%.
The Board
I was delighted that Tony Ball, chief executive of BSkyB from 1999 to 2003, joined the Board in
July 2009. He brings great experience of international telecoms and broadcasting.
Patricia Hewitt, who joined the Board in March 2008, has taken on the role of Senior Independent
Director, which had been previously held by Maarten van den Bergh, who stepped down from the Board
in July 2009.
I would like to thank Deborah Lathen, who stepped down from the Board in January 2010 at the end of
her three year term. She brought helpful insights into the international telecoms market and
regulatory matters, for which I have been very grateful.
I continue to work with the Nominating Committee to ensure we have the appropriate skills and
experience at Board level to guide the business through its next stages of development.
Hanif Lalani, Chief Executive of BT Global Services and formerly Group Finance Director between
2005 and 2008, stepped down from the Board in January 2010 and left the company in March 2010. Jeff
Kelly was appointed as Chief Executive of BT Global Services and as a member of the Operating
Committee in January 2010. Jeff had 25 years experience at EDS, the global IT services firm, where
he most recently ran their US$10bn business in the Americas. Jeffs task will be to improve the
performance of BT Global Services and build on its position as a global leader in networked IT
services.
My thanks go to the rest of the Board who have continued to support me and the executive management
through these challenging times.
The future
The year ahead will have its challenges as the world economy struggles to recover from the long
recession. No one knows when, or by how much, conditions will improve. However, we believe we can
drive efficiency, provide even better customer service and deliver a better future for all our
stakeholders.
SIR MICHAEL RAKE
CHAIRMAN
12 MAY 2010
4 BT GROUP PLC ANNUAL REPORT & FORM 20-F
OVERVIEW
CHIEF EXECUTIVES STATEMENT
A better business, a better future
In the last year, weve taken decisive action with one aim in mind to make BT a better
business with a better future. We are making good progress. Of course, theres a lot more to do but
we have established a much firmer base from which to invest in the future of our company.
A better business
Our focus on improving customer service is paying off. Faults and complaints have been
significantly reduced. We will continue to invest in training, systems and processes to deliver a
better customer experience. Reducing the time spent on fixing service issues has been a critical
factor in helping to transform our cost base and, as a result, we have been able to free up the
resources to invest in new products and technology.
We have now set clear objectives for the next three years objectives that will help build a better
future for BT.
A better future
The UKs communications market is one of the most competitive in the world and consumers have
benefited from this. Real prices are down more than 50% in the last 20 years and are among the
lowest in any major advanced economy.
We see significant opportunity to provide consumers with not just great value but with a wide range
of broadband-based services. For example, BT Vision, our television service, where we will be
offering new channels, content and interactivity. The UKs small and medium-sized businesses will
also benefit from our investment in communications services that will enhance their efficiency and
capabilities.
Improving the financial performance of BT Global Services remains an important priority. Weve
started to turn the corner with five quarters of improved profitability and an impressive list of
new deals. Globalisation is here to stay and we will build on our position as a global leader in
networked IT services by enhancing our product portfolio, and improving customer service and
contract delivery. We will also make targeted investment in areas of potential profitable growth
such as in the Asia Pacific region where we already have a strong market presence.
BT is the largest communications wholesaler in Europe. Our BT Wholesale business will continue to
move into new markets, winning deals with organisations like mobile operators, who are choosing BT
to run a large part of their infrastructure.
Nowhere is competition more intense than in the broadband market, where we are making one of the
largest private sector investments in Europe, spending £1.5bn to bring fibre to at least 40% of the
UK in 2012. If conditions are favourable, we see no reason not to extend this to around two-thirds
of the UK by 2015 which will take our total investment to £2.5bn.
Our people
Our people have worked hard to improve service and efficiency, often changing working practices
to be available when and where our customers need us. We have also reduced the number of people
working for BT, doing our best to protect the jobs of our permanent employees. With retraining and
support, some 5,000 people have found new roles in the business. No small feat and one we are proud
of in todays economic environment.
In the last year, we have made some tough, but necessary, changes that are helping us to create the
sort of company BT needs to be, at the same time as providing new opportunities for our people.
The right
foundations are in place to make BT a better business with a better future for our
customers, for our shareholders, and for our people.
There is a lot more to do but we are heading in the right direction. Thank you for your support in
this journey.
IAN LIVINGSTON
CHIEF EXECUTIVE
12 MAY 2010
BT GROUP PLC ANNUAL REPORT & FORM 20-F 5
OVERVIEW
OUR BUSINESS
BT is one of the worlds leading communications services companies, serving the needs of
customers in the UK and in more than 170 countries worldwide.
What we do
Our main activities are the provision of fixed lines, broadband, mobile and TV products and
services as well as networked IT services.
In the UK we are the largest communications services provider, serving the consumer, business and
public sector markets. Globally, we supply networked IT services to multinational corporations,
domestic businesses and government departments. We also provide access to our network and services
to more than 1,000 communications providers in the UK and others worldwide.
Our customers benefit from a range of products and services:
Multinational corporations
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Global networked IT services |
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Worldwide virtual private network via our multi-protocol label switching service |
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State-of-the-art videoconferencing and telepresence services |
Small and medium enterprises
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Fixed line and mobile call and broadband packages |
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IT and communications solutions |
UK consumer
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Fixed line calls and broadband packages |
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Largest video-on-demand service in the UK |
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Biggest wi-fi network, with more than 1.5m hotspots |
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A new fibre-based access network |
Wholesale and carrier
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Local loop unbundling, allowing communications providers to install their equipment in BT
exchanges, and use these lines to connect to end users |
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White label managed services for customers
who want to enter the communications market without the need to invest |
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Managed network solutions for communications providers |
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> More on page 11 |
Our aim
We aim to drive shareholder value by making BT a better business with a better future. We are
making BT a better business by focusing on three areas:
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Customer service delivery |
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Cost transformation |
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Investing for the future |
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Customer service delivery |
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Our goal is to provide excellent customer service in every market in which we operate by
putting our customers at the heart of everything we do. |
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> More on page 11 |
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Cost transformation |
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We continue our drive to reduce costs across our business and deliver absolute levels of cost
reduction. |
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> More on page 11 |
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Investing for the future |
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We are investing in our networks, systems and services to ensure they enable our customers to
take advantage of the digital revolution. |
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> More on page 12 |
6 BT GROUP PLC ANNUAL REPORT & FORM 20-F
OVERVIEW OUR BUSINESS
Our strategic priorities
We will build a better future for BT through our five strategic priorities:
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Broadband-based consumer services |
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The Brand for Business for UK small and medium enterprises |
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BT Global Services a global leader |
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The wholesaler of choice |
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The best network provider |
How we measure our progress
We measure our progress through three key performance indicators: earnings per share, free
cash flow and customer service.
Adjusted earnings per sharea,b
(pence)
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Free cash flowb
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Customer service improvementc
(%)
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> More on pages 13 and 14
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a |
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Before specific items, BT Global Services contract and financial review charges in
2009 and net interest on pensions. |
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b |
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Adjusted earnings per share and free cash flow are non-GAAP measures provided in
addition to the disclosure requirements of IFRS. The rationale for using non-GAAP measures is
explained on pages 54 to 56. A reconciliation of adjusted earnings per share and free cash flow, to
the most directly comparable IFRS measure, is provided on pages 42 and 51, respectively. |
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Cumulative improvement from 1 April 2007. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 7
OVERVIEW OUR BUSINESS
How we are structured
We meet the needs of our different customer
groups in more than 170 countries around the world
through four customer-facing lines of business BT
Global Services, BT Retail, BT Wholesale and
Openreach. These are supported by two internal service
units BT Innovate & Design and BT Operate.
BT Global Services
BT Global Services is a global leader in the provision of networked IT services, serving
multinational corporations, domestic businesses, government departments and other communications
providers in more than 170 countries.
> More on page 22
BT Retail
BT Retail is the UKs leading provider of telecommunications products and services to the
consumer market, and provides IT services and communications solutions to the small and medium
enterprises market.
> More on page 25
BT Wholesale
BT Wholesale provides products and solutions to communications providers in the UK and
worldwide.
> More on page 28
Openreach
Openreach is responsible for the crucial first mile of the UK telecommunications network
the copper wires and fibre connecting homes and businesses to their local telephone exchange.
> More on page 31
BT Innovate & Design
BT Innovate & Design is responsible for the innovation, design, development and delivery of the
processes, networks and platforms on behalf of the customer-facing lines of business and which run
BTs business.
> More on page 33
BT Operate
BT Operate manages BTs IT and network
infrastructure platforms. It also runs parts of other
communications providers networks on behalf of the
customer-facing lines of business.
> More on page 33
2010 Adjusted external revenuea by line of business
2010 Adjusted EBITDAa by line of business
How we maintain a sustainable business
We aim to carry out our business in a responsible
and sustainable way as increasingly our customers,
shareholders, suppliers and our people expect this
from BT. The innovative solutions we develop will
benefit both society and our long-term development.
> More on page 34
8 BT GROUP PLC ANNUAL REPORT & FORM 20-F
OVERVIEW OUR BUSINESS
Where we operate
We serve the needs of customers in the UK and in more than 170 countries worldwide.
> More on page 16
Our products and services and who we sell them to
We have a portfolio of around 1,800 products and services. We sell them to consumers, small and
medium enterprises and the public sector in the UK, and globally to multinational corporations,
domestic businesses, government departments and other communications providers. Some of our
customers are shown below.
> More on page 16
BT GROUP PLC ANNUAL REPORT & FORM 20-F 9
REVIEW OF THE YEAR
10 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR
OUR BUSINESS AND STRATEGY
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Our business and strategy |
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Who we are |
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What we do |
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Our aim |
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Our strategic priorities |
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How we measure our progress |
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2010 outlook |
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2011 outlook and future plans |
This is the Annual Report for the year ended 31 March 2010. 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 summary financial statement & notice of meeting 2010 has been issued to shareholders who
have elected to receive a shorter document. Both documents are available on the companys website,
www.bt.com
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, internal service units, or any of them as the
context may require.
References to a year are to the financial year ended 31 March of that year, e.g. 2010
refers to the year ended 31 March 2010, except in relation to our fibre-based broadband roll out
plans which are based on calendar years, not financial years. Unless otherwise stated, all non
financial statistics are at 31 March 2010. Please see cautionary statement regarding
forward-looking statements on page 156.
Denotes non financial targets. Being a responsible and sustainable business is integral to the
way we work. Our non financial key performance indicators measure our progress. These also include
direct costs to BT related to our environmental and social performance, in line with the principles
of the connected reporting framework.
Who we are
BT is one of the worlds leading communications services companies, serving the needs of
customers in the UK and in more than 170 countries.
What we do
Our main activities are the provision of fixed lines, broadband, mobile and TV products and
services as well as networked IT services.
In the UK we are the largest communications services provider, serving the consumer, business
and public sector markets. Globally, we supply networked IT services to multinational corporations,
domestic businesses and government departments. We also provide access to our network and services
to more than 1,000 communications providers (CPs) in the UK and others worldwide.
Our aim
Our aim is to drive shareholder value by making BT a better business with a better future.
Three
areas customer service delivery, cost transformation and
investing for the future
are essential building blocks to making BT a better business. They are linked: the better we serve
our customers, the less time and money we spend on reworking and fixing faults. By continuing to
transform our cost base, we open up new opportunities to invest in BTs future.
We are committed to acting as a responsible business for shareholders, customers, suppliers
and our people, developing innovative solutions that both benefit society and support our long-term
development. Investing in the communities in which we operate and driving down our
CO2 emissions are critical parts of this commitment.
Customer service delivery
Every part of BT is taking action to make substantial improvements to the delivery of our
services by putting our customers at the heart of everything we do.
This means keeping our promises to our customers, being easy to contact and straightforward to
deal with, keeping customers informed, and taking action to address the reasons why they complain.
We track the real experience of our customers from start to finish, and will remove
duplication and inefficiency to drive down service provision time.
We have significantly reduced failures, faults and complaints over the past year and will
invest in training, systems and better processes to continue this improvement. In the last year, we
have reduced business and consumer complaints by 50% and 33%, respectively.
Cost transformation
We continue our drive to reduce costs across our business and deliver absolute levels of cost
reduction. During 2010, our cost transformation activities have delivered a step change in the cost
base of our business, with a reduction of £1,752m in total underlying operating costs and capital
expenditure. All of our lines of business and internal service units have made a contribution to
the delivery of these savings. See Transforming our cost base on page 44 for further analysis.
Savings have been delivered from targeted cost reduction programmes which focus on eliminating
the cost of failure across the group, an overhead value analysis programme which provides a
structured approach to reducing costs on a project-by-project basis, and process re-engineering
which reviews processes end-to-end across the group to remove unnecessary steps. These actions have allowed us to operate more
efficiently and consequently reduce our input costs.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 11
REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY
By reviewing procurement arrangements with our largest suppliers on a group-wide basis, we
have improved supply terms and service delivery. We expect further benefits to be achieved in 2011.
As a result of increased efficiency across our operations, we have also been able to reduce
our total labour resource, delivering substantial cost savings. In the past year, we have reduced
the number of full time employees by around 9,000. In addition, the number of indirect employees
working through agencies or third-party contractors was reduced by around 11,000, giving a
reduction in our total labour resource of around 20,000. As far as possible, we have sought to
retain our permanent workforce through redeployment, training and insourcing work which had been
previously performed by subcontractors, and we will continue to do so. As we drive efficiency, we
expect to be able to make further reductions in total labour costs.
Investing for the future
BT continues to invest to bring faster and more feature-rich services to our customers,
including higher speed Ethernet and faster broadband. Our Ethernet footprint in the UK market is
extensive, while ADSL2+ broadband delivered over copper lines is currently available to 55% of UK
premises, with plans to increase to up to 75% by spring 2011.
We are investing £1.5bn and aim to make super-fast fibre-based broadband services available to
at least 40% of UK premises in 2012 one of the largest investments in fibre-based broadband ever
undertaken in Europe. We aim to make our fibre services available to 4m UK premises by the end of
2010. Assuming an acceptable environment for investment, we see potential to expand our fibre roll
out to around two-thirds of the UK by 2015 for an incremental investment of around £1bn. This will
take our total fibre investment to £2.5bn which will be managed within our current levels of
capital expenditure.
We are responding to market demand by providing a range of broadband access technologies and
options a mixed economy model providing customer choice and flexibility. We are increasing
access speeds over the existing copper infrastructure, over a mix of fibre and copper, and over
fibre direct to premises. This mixed approach maximises use of the existing copper infrastructure,
helping us be more efficient while also accelerating the speed of fibre roll out.
Fibre to the cabinet (FTTC) will, on current plans, be the most widely deployed fibre-based
broadband technology, delivering download speeds of up to 40Mb/s and upload speeds of up to 10Mb/s
and rising to up to 15Mb/s.
Fibre
to the premises (FTTP) which delivers speeds initially of up
to 100Mb/s is being
deployed in new build sites and in existing premises where it is economically viable to do so.
Super-fast speeds allow users to run multiple bandwidth-hungry applications at the same time.
For example, some members of a family could be watching different high-definition films, while
others play online games or work on complex graphics or video projects.
For businesses, the new network will underpin the introduction of many new services and
applications. Computer processing and storage of files will become more sophisticated and secure
using cloud computing technology, where scalable IT-related capabilities are provided as a
service to customers using internet technologies. There will be faster back-up of computer systems,
and wider use of high-quality videoconferencing within organisations, and between them and their
customers.
As part of our plans for the future, we are making additional investments, mainly in the areas
of enhancing our TV offering; introducing other new consumer propositions; and building on
opportunities in BT Global Services, particularly in the Asia Pacific region.
Our strategic priorities
We will build a better future for BT through our five strategic priorities.
4 Broadband-based consumer services
We recognise that competition is intense and that customers demands are evolving, but we are
confident we can continue to win in this changing market. We already provide the UKs most
comprehensive broadband service, offering more features than our competitors. This has helped us
maintain our retail share of the broadband digital subscriber line (DSL) and local loop unbundling
(LLU) market at around 35% over the past three years. We plan to build on this position in a number
of ways.
Following the conclusion of the Office of Communications (Ofcom) narrowband market review in
2010 we are able to benefit from our new regulatory freedom to launch bundled services targeted at
different customer groups. We will also use the Plusnet brand to offer lower-priced services for
more price-conscious customers.
We will provide high-speed broadband services by exploiting the roll out of up to 20Mb/s
broadband services and by taking full advantage of the roll out of our up to 100Mb/s super-fast
fibre-based services.
We will build on our existing BT Vision service. It will be expanded to include free to air
high-definition (HD) programming, more interactive services that will transform the TV experience,
a wider choice of on-demand programming, and we will also provide greater access to premium sports.
4 The Brand for Business for UK SMEs
We are already the leading provider of fixed communications for UK small and medium enterprises
(SMEs), and we are well placed to grow our mobility and IT activities. The market is fragmented and
no other supplier can match our channels or breadth of portfolio. We continue to build sales and
service channels that can offer our smaller business customers a one-stop shop for communications
and IT providing good value for money in these challenging economic times. We aim to continue to
win market share and to stem revenue decline by developing innovative products such as BT Business
One Plan Plus, the first unlimited calls, lines, broadband and mobile option available to small
businesses in the UK.
4 BT
Global Services a global leader
BT Global Services is a global leader in the provision of networked IT services. However,
during 2009 the level of profitability in BT Global Services fell significantly. This was caused by
a combination of higher costs, cost reductions being delivered more slowly than expected and
worsening economic conditions. This led the Board to
conclude that previous estimates of profitability for some of our major contracts were no longer
likely to be achieved.
12 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY
The Board took action as a result of these issues and BT Global Services has been restructured
including changes being made to the senior management team (see BT Global Services How BT Global
Services is changing on page 22).
Over the past year we have worked to improve efficiency and delivery, and to build a stronger
business. We have made significant progress. We have improved the way we bid for and manage
contracts, reduced costs and delivered better service for customers. These changes are delivering
results with an improved financial and operational performance, and this is already showing in BT
Global Services financial results, with a sequential improvement in adjusted EBITDA and a £430m
reduction in operating cash outflow in 2010. But there is still much more to do and we will
continue to drive this transformation.
We are seeking to strengthen our market position by enhancing our product portfolio and
improving customer service and contract delivery, as well as through targeted investment in areas
of potential profitable growth, such as in the Asia Pacific region where we already have a strong
market presence. In this way, we can build on BT Global Services world-leading position.
4 The wholesaler of choice
BT is committed to supplying CPs in the UK and overseas with vital communications
infrastructure. We have the broadest portfolio in the industry and are trusted to underpin the UKs
infrastructure. We aim to be the wholesaler of choice in the UK, where we have more than 1,000 CP
customers and we are the established leader for carriers, and to extend and develop our
international wholesale business. Over the next year, we also aim to consolidate further our
position as a leading provider of managed network services (MNS) in the UKs fixed and mobile
markets.
Our traditional wholesale markets are in decline, but we expect to see the addressable market
grow in the medium term due to growth in digital content, consolidation, convergence and capital
constraints which make our white label services attractive for operators who do not want to invest
in a fixed line infrastructure. We believe the capacity demand on our networks will quadruple by
2013.
We are simplifying and reinventing our portfolio through internet protocol (IP), enhancing our
capabilities and expanding our addressable market to become a next generation wholesale business.
We are investing in our products and services for the future, developing advanced, software-driven
platforms and services that, for example, exchange traditional and IP traffic and capabilities to
deliver video content which is growing exponentially.
In the mobile space, we are facilitating mobile network operators entry into the fixed line
market and have MNS contracts in place with all five key operators. We are enabling the growth of
3G mobile data volumes in a market that is consolidating through mergers and infrastructure joint
ventures.
4 The best network provider
Super-fast fibre-based broadband is critical to BTs future success and will be critical to the
UK economy. We will play a major part in this new communications environment and are making good
progress in deploying this new technology.
At the same time, we will also continue to focus on our market-leading Ethernet footprint which
expanded from 600 nodes, or access points for customers, in 2009 to more than 800 in 2010.
Being the best network provider is not just about expanding coverage. We have also improved
reliability and reduced costs through our cost saving and efficiency programmes. Our plan is to
continue to deliver operational savings through further focus on the efficiency of our work. We
have reduced the number of IT incidents across the network by 33% over the last two years.
How we measure our progress
We measure our progress through three key performance indicators: earnings per share, free cash
flow and customer service.
Adjusted earnings per share
Adjusted earnings per share was 17.3p in 2010, compared with 14.1p in 2009 and 20.2p in 2008 (see
Financial review page 47).
Adjusted earnings per sharea,b
(pence)
Free cash flow
Free cash flow in 2010 was £1,933m, compared with £737m in 2009 and £1,823m in 2008 (see Financial
review page 51).
Free cash flowb
(£m)
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a |
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Before specific items, BT Global Services contract and financial review charges in 2009 and
net interest on pensions. |
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b |
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Adjusted basic earnings per share and free cash flow are non-GAAP measures provided in addition
to the disclosure requirements of IFRS. The rationale for using non-GAAP measures is explained on
pages 54 to 56. A reconciliation of adjusted earnings per share and free cash flow, to the most
directly comparable IFRS measure, is provided on pages 42 and 51, respectively. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 13
REVIEW OF THE YEAR OUR BUSINESS AND STRATEGY
Customer service
In 2010 we achieved a 10.5% increase in the internal scores we use to measure customer service.
This compares with a 9% improvement in 2008 and 17% in 2009. These measures are cumulative, so the
results show real progress is being made.
Customer service year-on-year improvement
(%)
2010 outlook
In our original outlook statement for 2010 we said we expected:
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revenue to decline by 4%-5% |
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a net reduction in group capital expenditure and operating costs of well over £1bn |
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a reduction in group capital expenditure to around £2.7bn |
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group free cash flow, before any pension deficit payments, but after the cash costs of BT Global Services restructuring, to reach over £1bn. |
During the year, as a result of our progress, we were able to update our outlook to:
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revenue to decline by 3%-4% |
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total underlying cost reductions of at least £1.5bn |
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EBITDA of around £5.7bn |
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capital expenditure of around £2.5bn |
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free cash flow of around £1.7bn |
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net debt below £10bn |
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dividend growth of around 5%. |
As shown in the Financial summary on page 3 we have delivered full year results ahead of our
outlook.
2011 outlook and future plans
We aim to drive shareholder value by making BT a better business by focusing on three areas:
customer service delivery; cost transformation; and investing for the future. We will build a
better business for the future by focusing on five strategic priorities: driving broadband-based
consumer services; being the Brand for Business for UK SMEs; developing BT Global Services
position as a global leader in networked IT services; being the wholesaler of choice; and being the
best network provider.
As part of our plans for the future, we are making an additional investment of around £200m
within our adjusted EBITDA outlook for 2011: mainly in the areas of enhancing our TV offering;
introducing other new consumer propositions; fibre roll out; and building on opportunities in BT
Global Services, particularly in the Asia Pacific region.
If investment conditions are favourable, we see the potential to extend our current fibre roll
out to around two-thirds of UK premises by 2015 for an incremental cost of around £1bn, while
maintaining our annual capital expenditure levels at around £2.6bn.
For 2011 our outlook is:
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revenue of around £20bn |
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operating cost savingsa of around £900m |
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adjusted EBITDAb after leaver costs in line with last years level with underlying
improvement being offset by the increase in the pension service charge of around £100m and targeted
investment in the business of around £200m |
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free cash flowc of around £1.8bn before the
cash effect of specific items of around £150m, with capital expenditure at around £2.6bn |
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BT Global Services operating cash flow expected to show further significant improvement, turning positive by 2012 |
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Net debt below £9bn. |
Our future outlook is as follows:
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we expect improving underlying revenue trends from 2011 to 2013,
with growth in 2013
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BT Global Services revenue expected to grow by 2013 |
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BT Retail expected to show an improvement in revenue trends over the period to 2013 |
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BT Wholesale and Openreach revenue expected to be broadly level over the period to 2013 |
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4 |
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adjusted EBITDAb after leaver costs
expected to grow from 2011 to 2013 driven by a combination of further cost reductions and improving
revenue trends |
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free cash flowc before specific items expected to reach around £2bn by 2013 |
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progressive dividends over the next three years. |
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a |
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Underlying operating costs before specific items, depreciation and
amortisation. |
b |
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Before specific items. |
c |
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Before pension deficit payment. |
14 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR
OUR MARKETS AND CUSTOMERS
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Our markets and customers |
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Our markets |
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Competition |
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Customers |
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How we are structured |
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How we sell our products and services |
Our markets
We serve the needs of customers in the UK and in more than 170 countries worldwide.
In the UK, regulation and the open, commercial marketplace have created one of the most
competitive telecommunications markets in the world. The market is characterised by demand for
increasingly lower prices, ease of use, speed, reduced operational complexity, and the ability to
offer end users genuinely differentiated services with improved quality of service.
UK consumer
The market in the UK has been challenging with falling demand for fixed lines and calls. The
calls and lines consumer market is valued at around £5.9bn and declined by 1% last year.
BTs market share of consumer fixed line revenue is 59%. We expect continuing pressure on our
market share of calls and lines in particular as more people choose to buy telephony from their
broadband supplier.
The broadband market has continued to grow through the recession despite the market maturing.
Broadband penetration now exceeds two-thirds of UK households.
In the broadband market BTs retail share of the DSL and LLU base remains strong at 35%, and
our share of net additions was 44% in the fourth quarter of 2010, having remained above 40% for
five consecutive quarters.
UK SMEs
We estimate that the total combined SME market for communications and IT is worth about £29bn
per annum, of which BT had revenues of £2.6bn in 2010. The economic environment in 2010 has
impacted the overall market with falling demand for lines and calls, slower growth in broadband,
and lower IT spending. There have been fewer business start ups, a higher rate of insolvencies, and
firms have been downsizing and cutting costs.
Wholesale
The UK wholesale and local access market is consolidating through the acquisition of CPs by
other providers, and the merging of network and systems infrastructure. For example, Carphone
Warehouse bought Tiscali, and Cable & Wireless acquired Thus. In addition, there has been
consolidation in the mobile space with mobile operators 3 and T-Mobile sharing their
infrastructure, as do O2 and Vodafone. During the year, Orange and T-Mobile also
agreed to merge their UK operations. The industry is also embracing internet-based, next generation
communications services that are faster, more flexible and cheaper. There is greater demand than
ever for lower input prices, with stronger demand for higher, cost-effective bandwidth. Our
wholesale customers are increasingly positioning themselves as service providers rather than
network operators. Many of the services they provide are bandwidth hungry, which presents them with
a challenge during an economic downturn as they may be unwilling to commit to the high levels of
capital investment required by network expansion or upgrade. This presents us with opportunities to
supply a range of managed network and outsourced services leveraging our network capacity.
BT operates in the wholesale market outside the UK, primarily through Global Telecoms Markets,
the wholesale arm of BT Global Services. The business provides voice and non voice connectivity and
consultancy capabilities to fixed line and mobile network operators worldwide, primarily across
BTs global network assets.
Global networked IT services
Globally, we are in the networked IT services market which is valued at around US$579bn,
according to International Data Corporation (IDC). As the market responds to economic conditions,
we see continued interest in network operational efficiency, workforce management, security,
unified communications (where an organisations infrastructure, mobility, desktop and applications
work together), global hosted contact centre solutions, virtualisation (where the resources of a
single computer are shared across multiple applications), and cloud services.
As a result of the global recession, industry analysts Gartner reported the worldwide IT
industry declined by 5% in the 2009 calendar year, but is expected to recover in the 2010 calendar
year. We are well placed to take advantage of any upturn in the economic climate.
Competition
The markets in which we operate are very competitive.
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In the UK consumer market, our voice and broadband offerings compete with a range of players and
propositions. Our competitors include a number of well known brands that utilise BTs
infrastructure to provide competing services in telephony and broadband, and also Virgin Media
which provides an alternative service utilising its own cable network. |
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In serving our SME customers, we find competition is fragmented and can depend on which services
our customers take from us, simple connectivity, or one of our more popular IT services packages.
For smaller accounts, we might be in competition with local start-ups or services firms such as
Geek Squad. For larger SMEs, we face competition from, among others, TalkTalk (via Opal) and Cable
& Wireless Worldwide. However, we retain the largest market share in voice telephony. |
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The networked IT services market is also challenging, both in the UK and internationally. Companies
such as Orange Business Services and Verizon Business are targeting multinational corporations. |
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Finally, while we have the largest network in the UK, our BT Wholesale and Openreach lines of
business compete regularly against other CPs either selling network capabilities to others or
choosing to build their own infrastructure. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 15
REVIEW OF THE YEAR OUR MARKETS AND CUSTOMERS
Customers
We meet the needs of customers ranging from individual consumers through to multinational
corporations and the communications industry. Our portfolio of products and services is sold in
four customer segments by the customer-facing lines of business: BT Global Services, BT Retail, BT
Wholesale and Openreach.
Multinational corporations
BT Global Services provides networked IT services to organisations ranging from multinational
corporations like major banks, retailers and pharmaceutical manufacturers to local businesses and
government departments, in more than 170 countries. Organisations need to be more efficient and
effective. They are looking at ways to meet expectations of customer service at a time when, as a
result of economic conditions, budgets are increasingly under pressure.
We have created a powerful combination of networked IT and professional services capabilities
to help our customers deliver sustainable organisations, communicate effectively, improve their own
customer focus, create security and resilience, react to a changing marketplace, and increase their
operational efficiency.
Public sector
As one of the largest suppliers of networked IT services for the UK Government, we are well placed
to help it improve the efficiency and effectiveness of public services through networked and shared
IT infrastructures, electronic purchasing and procurement, while meeting stringent security
requirements. We help the Government outsource services to be more effective with the use of
customer contact centres and the internet for revenue collection and benefit distribution,
engagement with citizens, and mobile and flexible working.
We are a trusted supplier of networked IT services to central and regional governments in many
other countries around the world. As one example of this, an important new business win for BT
Global Services this year was a major contract awarded by the Spanish government to connect its
embassies across the world with national and international data networks.
The UK Government, collectively, is our largest customer, but the provision of services to any
one of its departments or agencies does not comprise a material proportion of our revenue. Except
as described in Our relationship with HM Government on page 39, the commercial relationship between
BT as a supplier and the UK Government as a customer has been on a normal customer and supplier
basis.
SMEs
We provide the UKs SMEs with a range of IT and communications solutions. We have around 1m SME
customers, characterised by their diversity, which can be anything from a start-up or
micro-business with from one to 10 employees, through to a substantial medium-sized business with
up to 1,000 or more employees. We aim to simplify the management of communications for these
customers, giving them value for money and driving innovation so they can get more benefit from
their investment in communications. Our broadband, e-mail, VoIP and online applications help SMEs
keep in touch and communicate online with their customers, employees and suppliers, while our
domain and web-hosting services make it easy for them to get online, develop their business online
and sell online. Our mobile services also help our SME customers work on the move.
Cloud computing has great potential for delivering IT services to SMEs at lower prices. It
is a style of computing where scalable and flexible IT capabilities are provided as a service to
customers over the internet. We are offering business applications that exploit cloud computing.
Consumer
We serve consumer customers in the UK with fixed lines, broadband, mobile and TV products and
services. We aim to offer value-for-money packages.
We meet the needs of the increasing numbers of consumers wanting to buy telephony, broadband
and TV from a single provider. These bundled services have increased in popularity as they meet
users needs at a fixed price. BT Vision, our on-demand television service, gives viewers access to
a wide range of TV and radio channels and pay-per-view services.
We are also the only CP to offer a special service across the UK to the more vulnerable
members of our society. BT Basic offers a discount of over 60% off line rental, is available to
nearly four million people on low income and also includes a call allowance.
Wholesale and carrier
Our wholesale and carrier customers are fixed and mobile operators, internet service providers,
broadcasters, and other CPs. We provide these customers with a portfolio of broadband and
high-speed data connectivity, interoperability, voice and interconnection services, as well as
partial or fully-managed network services and platforms.
They are a diverse group of companies, with end users ranging from large corporations to
individual households.
How we are structured
We have four customer-facing lines of business: BT Global Services, BT Retail, BT Wholesale and
Openreach. These are supported by two internal service units: BT Innovate & Design and BT Operate.
BT Retail, BT Wholesale and Openreach operate mainly in the UK, where we are one of the
largest communications services providers to the consumer and business markets. BT Global Services
operates in the UK and globally.
In the UK we support CPs through BT Wholesale and Openreach, and internationally through
Global Telecoms Markets, a part of BT Global Services.
How we sell our products and services
BT has a
portfolio of around 1,800 products and services, divided into five broad categories:
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Managed solutions which comprise networked IT services, multi-protocol label switching (MPLS) and
MNS |
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Broadband and convergence |
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Calls and lines |
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Transit, conveyance, interconnect circuits, wholesale line rental (WLR), global carrier and other
wholesale products |
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Other products and services which include BT Global Services revenue from non UK global products
and BT Retails Enterprises division including revenue from conferencing, directories, payphones
and other select services. |
16 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR MARKETS AND CUSTOMERS
UK consumers can contact us online, through our call centres, or in stores without walls which
are situated in prime locations in major shopping centres across the UK and provide an opportunity
for our customers to interact with us face-to-face. We promote our products and services widely
using a full range of media including TV and social media such as Facebook.
We sell to the UKs SMEs through our call centres, online, or via account teams, and also
through 47 BT Local Businesses regional franchises with their own sales staff and account
management teams.
CPs can order most of our products and services online, and we have standardised our systems
and processes across our next generation broadband portfolio to streamline service delivery.
Increasingly, our CP customers are choosing MNS. We bring BTs economies of scale to their
cost base, and they no longer have to worry about core network management, building new
infrastructure or even running an engineering field force. By outsourcing these tasks to BT, our
customers are free to focus on their own customers needs.
Our biggest wholesale customers are supported by client directors who have a thorough
understanding of the companies they support and take overall responsibility providing products
and services from our existing portfolio, and developing solutions based on their understanding of
their customers business priorities.
Openreach has a range of account management options from which CPs can choose. All new
customers go through a specialised customer establishment process, fully supported by dedicated
Openreach people. Once set up, customers mainly order through a secure online portal, where
possible by integrating the Openreach order management system into their own operations.
BT Global Services manages a wide variety of customers, with relationships of varying degrees
of complexity. We have created a consistent framework for our relationships. These range from
complex relationships with global multinational corporations, where we have developed a client
engagement model integrating sales delivery and professional services, through to desk-based
account management relationships, channel partner relationships and even web-based self-servicing
for some other customers.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 17
REVIEW OF THE YEAR
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Our resources |
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Brand and reputation |
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People |
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Networks and platforms |
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Global research capability |
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Suppliers |
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Property portfolio |
Our resources, in particular our brand and reputation, our people, our networks and platforms,
global research capability, suppliers and property portfolio are critical to delivering our
business priorities.
Brand and reputation
We are committed to delivering our brand vision of helping our customers thrive in a changing
world.
We are proud to have a trusted brand that is recognised in the UK and around the world as a
leader in delivering communications services.
A strong brand is important as it helps shape our relationships with customers and suppliers,
and between the people who work for the company. Customers turn to suppliers they know they can
rely on.
BT marks the 1,000 day countdown to the London 2012 Olympic Games and Paralympic Games
Our partnership with the London 2012 Olympic Games and Paralympic Games is a powerful signal of the
inspiring and innovative brand we aim to be. We are the official communications services partner
and will be providing the critical communications infrastructure which means that working together
with our fellow London 2012 technology partners we will carry every image, sports report, visit to
the London 2012 website and millions of calls, e-mails and texts.
With just over two years to go to the Olympic and Paralympic Games, our partnership with
London 2012 is already delivering real benefits. The work we are doing at the Olympic Park in
Stratford, East London and at event sites around the country, is helping demonstrate our
capabilities to large customers. Internally, we have seen an increase in the proportion of
employees who say the partnership makes them feel proud to work for BT, rising from 59% in 2009 to
71% in 2010.
We are measuring the impact of our services using a newly developed carbon footprint
methodology and will be capturing lessons learned about where savings can be made for future Games.
We are also sponsoring the BT Paralympic World Cup in Manchester in May 2010, an event for elite
international athletes.
Our support for major sporting events was reinforced in February when we became an official
supporter of the England 2018 FIFA World Cup bid.
People
One of our key resources is our people and we aim to maintain a team of high-performing,
engaged and motivated people who can make a difference for customers, shareholders, the company and
themselves. The quality of our leadership is vital to BTs continued transformation. We aim to
ensure leaders at all levels understand what is expected of them and have access to appropriate
development opportunities.
The improvement in our efficiency has enabled us to reduce our total labour resource with the
majority of this reduction in indirect labour. We have a successful track record of redeploying and
retraining people by helping them learn new skills and find jobs within BTs growth areas. Some BT
people are being given the opportunity to gain valuable experience and develop their skills while
seconded to another organisation.
At 31 March 2010, BT employed around 78,200 full-time equivalent people in the UK, and around
17,900 outside the UK. We also employ 32,000 people indirectly, through agencies and contractors,
giving BT a total labour resource of around 128,100. This represents a reduction in total labour
resource in the past year of around 20,000 people.
We continue to support an inclusive working environment in which our people can develop their
careers regardless of their race, sex, religion/beliefs, disability, marital or civil partnership
status, age, sexual orientation, gender identity, gender expression or caring responsibilities and
we are proud of our performance benchmarks. Our policy is for people to be paid fairly, regardless
of gender, ethnic origin or disability.
We work with specialist recruitment agencies to attract people with disabilities to work for
BT and we run a retention service to ensure that talented people can stay with us even if their
capabilities change.
Diversity of the BT workforce
18 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR RESOURCES
We aim to give our people the skills and the tools necessary to ensure that every customer
experience is an excellent one. We offer our people a wide range of learning and re-skilling
opportunities. For example, this year more than 5,000 BT people, many of whom have very few
formally-recognised qualifications, are undertaking training that will lead to a
nationally-recognised qualification awarded by a third party. We also support federated and group
apprenticeship schemes.
Tidying waterways bordering the Olympic Park in Stratford is just one of many volunteering
activities carried out by BT people
BT people are also encouraged to volunteer in their communities and about 4,000 people around the
world have been involved in 2010 for around 28,700 days. The community benefits from their
involvement, while they benefit from the opportunity to enhance their existing skills.
Reward and recognition
We conduct a review of salaries every year. Managers are eligible for variable,
performance-related bonuses, and the long-term share incentives for our most senior managers are
linked to BTs total shareholder return and cash generation performance measured over a period of
three years. For Openreach senior managers, the key measure is Openreachs performance over a
three-year period.
Employees outside the UK currently receive an annual award of free BT shares or a cash
equivalent depending on local legislation and/or regulation. In the UK, employees receive free
broadband. Employees in more than 25 countries also have the opportunity to save to buy BT shares
at a discount to the price at the start of the savings period. Under the BT Employee Share
Investment Plan, UK employees can buy BT shares from their pre-tax and pre-National Insurance
salaries. More than 50% of eligible employees participate in one or more of these plans.
In relation to the 2010 pay review, the company made an offer to increase salaries but has not
reached agreement with the Communication Workers Union (CWU) regarding a pay settlement for the
team member (non manager) population. The company has reached an agreement with the pay negotiating
committee of Prospect, the trade union representing managerial and professional staff, on the pay
arrangements for 2010. This agreement was recommended to the membership by the executive
committee of the union and it is hoped that the settlement will be accepted by the membership of
the union following a ballot which is being conducted in May 2010.
Pensions
Most of
BTs UK employees are members of a pension scheme either the BT Pension Scheme
(BTPS), a defined benefit scheme, or the BT Retirement Saving Scheme (BTRSS), a defined
contribution scheme. The BTPS has around 55,000 active members, 185,000 pensioners and 93,000
deferred members. The BTPS was closed to new members on 31 March 2001.
As a result of a review of our UK pension arrangements in 2009, there have been changes to
future benefit accruals under the BTPS. To ensure the scheme remains flexible, fair and sustainable
in the long term, benefits built up from 1 April 2009 are now on a career average re-valued
earnings basis, members contributions have increased, and the scheme has ceased to be contracted
out of the State Second Pension. Also, the normal pension age has risen from 60 to 65. Benefits
built up before 1 April 2009 remain linked to final pensionable salary.
BT has reached agreement with the Trustee of the BTPS on the triennial funding valuation of
the BTPS at 31 December 2008 and a 17-year recovery plan which is discussed in more detail in the
Financial review on page 53.
The BTRSS was set up on 1 April 2009 and has more than 17,500 active members. It is a
contract-based, defined contribution arrangement, which means that what the pension members receive
is linked to contributions paid, the performance of the fund and the annuity rates at retirement,
rather than to their final BT salary.
Health and safety
The health and safety of our people are of paramount importance, and we continue to seek
improvements by focusing on behavioural and lifestyle change. Details of time lost to injury and
sickness absence are given in the graph below along with their cost to BT.
Our lost time injury rate rose for the first time in three years, and we failed to meet our
target, due to the adverse winter weather conditions in the UK resulting in an increase in
injuries.
Lost time injury rate lost time injury cases expressed as a rate per 100,000 hours worked on
a 12-month rolling average
|
|
|
|
|
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
|
|
|
Target 2011 |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Reduce to 0.18 cases |
|
|
0.209 |
|
|
|
0.160 |
|
|
|
0.188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Cost to the business arising from injuries resulting in time off work |
|
|
£5.6m |
|
|
|
£7.0m |
|
|
new measure in 2009 |
|
We failed to meet our target for sickness absence this year due to the H1N1 swine flu
influenza pandemic, causing an anomaly in the number of cases of colds and flu.
Sickness absence rate - percentage of calendar days lost to sickness absence expressed as a
12-month rolling average
|
|
|
|
|
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
Target 2011 |
|
2010 |
|
2009 |
|
2008 |
|
Reduce to 2.21%
|
|
|
2.46% |
|
|
2.17% |
|
|
2.43% |
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
2008 |
|
BT sick pay costs
|
|
£95.4m
|
|
£85.2m
|
|
£89.8m |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 19
REVIEW OF THE YEAR OUR RESOURCES
People engagement and communication
Keeping our people informed about what is happening in BT is an important part of how we manage
our business. We use a range of communications channels, including online news services, quarterly
employee magazine and two-way communications activities such as town hall meetings and webchats.
We have a record of stable industrial relations and constructive relationships with recognised
unions in the UK and works councils elsewhere in Europe. In the UK, we recognise two main trade
unions the CWU and Prospect. We also operate a pan-European works council, the BT European
Consultation Committee (BTECC).
Our values
Our values are a guide to how we get things done in BT. They describe an approach and an
attitude which will help us provide a consistent customer experience:
4 |
|
Trustworthy: we do what we say we will |
|
4 |
|
Helpful: we work as one team |
|
4 |
|
Inspiring: we create new possibilities |
|
4 |
|
Straightforward: we make things clear |
|
4 |
|
Heart: we believe in what we do. |
We measure BTs relationship with employees through our annual attitude survey on a five-point
scale. In 2010, this was 3.58. We have held engagement steady through challenging economic
conditions. Our target for 2011 is to maintain or improve on the 2010 result.
Networks and platforms
We have the most comprehensive fixed line communications network in the UK, with around 5,600
exchanges and 670 local and 120 trunk processor units.
We own and maintain the UKs local access network the copper wires and fibre connecting
homes and businesses to telephone exchanges, from where phone calls and data are transmitted across
the country and the world.
More than 99% of UK premises now have access to first generation broadband which is capable of
delivering up to 8Mb/s. At 31 March 2010, our second generation broadband, based on ADSL2+
technology, offered up to 20Mb/s service to 55% of UK premises, with plans to increase to up to 75%
by spring 2011. We are now rolling out super-fast fibre-based broadband, with a combination of FTTC
and FTTP. We aim to make our fibre services available to 4m UK premises by the end of 2010 and to
be
available to at least 40% of UK premises in 2012. Assuming an acceptable environment for
investment, we see potential to expand our fibre roll out to around two-thirds of the UK by 2015
for an incremental investment of around £1bn.
BTs network platform is a global, open, software-driven IP platform, integrating various
network layers into one converged multi-service network. Products and services provided on top of
this flexible infrastructure give customers high-speed access and converged communications and
content services. It helps us meet our customers needs faster and more efficiently whether they
are delivered over copper or fibre and reduces the time it takes to get new services to market,
eliminating duplication and reducing costs.
We have also further extended our Ethernet footprint, from 600 nodes in 2009 to more than 800
in 2010. Ethernet is a next generation data connectivity service offering high-speed, lower cost
connectivity for large volumes of data between sites. This expansion has enabled us to provide
improved and lower cost high-speed Ethernet services across the largest footprint in the UK
marketplace.
Our international MPLS network service provides coverage and support around the world. It
provides the performance, reliability, and security of a leased-line network with the scalability
and flexibilities of an IP network. It delivers mission-critical data applications, as well as
multimedia and our business quality IP voice service, as part of a converged voice and data
solution. BT MPLS allows customers to prioritise traffic based on application, ensuring essential
data applications are served irrespective of the growth of competing, lower priority traffic.
Global research capability
Technology innovation and the ability to create new and exciting products and services our
customers want is critical to BTs future.
Our research and development team works with customers, partners and universities around the
world. We have dedicated innovation scanning teams in the US, Asia, Europe and the Middle East who
identified more than 500 new technologies, business propositions and market trends over the year
and global development centres in the UK, US, Europe, India and China. We have focused on bringing
our innovation scanning and research teams closer to our customers, designers and product
development teams so that BT can quickly capitalise on the opportunities they uncover.
In 2010 we invested £789m (2009: £1,119m) in global research and development to support our
drive for innovation. This investment comprised capitalised software development costs of £345m
(2009: £529m) and research and development operating costs of £444m (2009: £590m).
We embrace open innovation and our acquisition of Ribbit in the US in 2008 extended our
ability to recruit ideas from outside our own boundaries. It provides an open platform that enables
developers to create innovative voice applications and services by combining telephony and internet
technologies in new ways. We give our global community of developers access to our technology
through the Ribbit interface, allowing them to innovate at will
without any prior knowledge of
telephony. We believe it is this community of more than 21,000 and growing registered developers
that will create the next generation of communications solutions.
In 2010 we filed patent applications for 63 inventions. We routinely seek patent protection in
different countries including the US, Japan, France, Germany and China, and we currently maintain a
total worldwide portfolio of around 6,400 patents and applications.
20 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR RESOURCES
Suppliers
BT has around 11,000 suppliers across the world, and spends approximately £12bn per annum with
them, with the top 100 accounting for more than 65% of this spend. We operate a strategic sourcing
process for the vast majority of spend to derive maximum value and ensure the appropriate suppliers
are engaged.
We source products and services from across the world and have procurement professionals
located in 16 countries.
We have a set of purchasing principles which ensure we act in an ethically and commercially
responsible way in our business dealings with our global supply base. We work with our suppliers to
ensure the goods and services we procure are made, delivered and disposed of in a socially and
environmentally-responsible manner. Sustainability factors such as energy usage, environmental
impact, and labour standards are embedded in our sourcing and adjudication process, and influence
supplier and product selection.
Supplier
relationships a measure of the overall success of BTs relationship with suppliers,
based on our annual supplier survey
|
|
|
|
|
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
|
|
|
Target 2011 |
|
2010 |
|
2009 |
|
2008 |
|
|
To achieve a rating of 80% or more
based on a response of excellent or good to the question: How would
you describe the quality of your companys relationship with BT? |
|
|
86 |
% |
|
|
85 |
% |
|
|
78 |
% |
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
2008 |
|
Total spend with external supply base |
|
£12.0bn |
|
£13.0bn |
|
£12.8bn |
|
|
Ethical
trading a measure of the application of BTs supply chain human rights standard
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
Target 2011 |
|
2010 |
|
2009 |
|
2008 |
|
|
To achieve 100% follow up within three months for all
suppliers identified as high
|
|
180 risk
|
|
78 risk
|
|
234 risk |
or medium risk, through our ethical standard questionnaires
|
|
assessments
|
|
assessments
|
|
assessments |
|
|
with 100%
|
|
with 100%
|
|
with 100% |
|
|
follow up
|
|
follow up
|
|
follow up |
|
|
Value
of procurement contracts where our suppliers agree that we work with them to improve
sustainability impacts
|
|
Financial performance |
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
2008 |
|
Value of spend where our suppliers
agree that BT ensures its purchases are made, delivered, used and disposed
of in a socially and environmentally responsible manner
(extrapolated from supplier survey responses)
|
|
86% of supplier spend
|
|
83% of supplier spend
|
|
66% of supplier spend |
|
Payment of suppliers
In normal circumstances, BTs payment terms for contracted suppliers will be to pay each due,
valid and undisputed invoice between 60 and 73 days from date of receipt from the supplier. There
are variations to this policy, for example interconnect payments to other telecommunications
operators, low value spend, various customer-specified requirements and rates are paid in shorter
timescales. In 2010, the average number of days between the invoice date and the date of the
payment run for the invoice was 49 (2009: 49).
In the UK, BT provides access to a supplier financing scheme which offers contracted suppliers
the opportunity to obtain payments in advance of the agreed terms. In addition, BT subscribes to
the Better Payment Practice Code, details of which can be found at www.payontime.co.uk
Property portfolio
At 31 March 2010, we occupied around 6,500 properties in the UK, and around 350 general purpose
properties in the rest of the world. The majority of the UK
properties are owned by and leased
from Telereal Trillium, which is part of the William Pears Group.
Approximately 85% of the UK portfolio consists of operational telephone exchanges which
contain exchange equipment and are needed as part of our continuing activities. Other general
purpose properties consist chiefly of offices, depots and computer centres.
We are constantly monitoring our use of space. In the last two years, our focus on cost
savings and efficiency has led to significant reductions in our total labour resource. This has
resulted in vacant space and under-utilisation of buildings within our UK property estate.
Accordingly, in 2010 we initiated a property rationalisation programme to consolidate office space
within the estate.
As detailed in the Specific items section in the Financial review on pages 45 to 46, a
property rationalisation charge of £121m has been recognised in 2010. The property rationalisation
programme is expected to continue over the next two years as further properties are vacated.
Including the charge recognised in 2010, we expect to incur a total charge in respect of this
programme of around £300m.
Our group property team manages waste and recycling on behalf of the rest of the business.
More detailed information on our performance regarding waste management and recycling is given
below.
Waste to
landfill and recycling a measure of BTs use of resources
|
|
|
|
|
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
UK only |
Target 2011 |
|
2010 |
|
2009 |
|
|
2008 |
|
|
BT Group will reduce the tonnage of waste sent to landfill by
10% from 2010 levels |
|
|
15 |
% |
|
|
17 |
% |
|
|
22 |
% |
|
|
reduction |
|
reduction |
|
reduction |
|
|
in waste to |
|
in waste to |
|
in waste to |
|
|
landfill from |
|
landfill from |
|
landfill from |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
UK only |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
Net benefit to the business of the waste programme |
|
|
£1.61m |
|
|
|
£0.67m |
|
|
|
£0.32m |
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 21
REVIEW OF THE YEAR
OUR LINES OF BUSINESS
|
|
|
|
|
Our lines of business |
|
|
|
|
|
|
BT Global Services |
|
|
|
|
|
|
|
BT Retail |
|
|
|
|
|
|
|
BT Wholesale |
|
|
|
|
|
|
|
Openreach |
|
|
|
|
|
|
|
BT Innovate & Design |
|
|
|
|
|
|
|
BT Operate |
|
|
|
|
|
Our customer-facing lines of business are BT Global Services, BT Retail, BT Wholesale and
Openreach. They meet the needs of our different customer groups, supported by two internal service
units, BT Innovate & Design and BT Operate.
The financial performance of each of our customer-facing lines of business for 2010, 2009 and
2008 is discussed in this section. We measure the financial performance of BT Global Services, BT
Retail, BT Wholesale and Openreach on an adjusted basis, being revenue, EBITDA and operating
profit; all stated before specific items. For BT Global Services adjusted EBITDA also excludes the
impact of the contract and financial review charges recognised in 2009. For further discussion of
these items, see pages 54 to 56. A reconciliation of adjusted EBITDA to group operating profit
(loss) by customer-facing line of business, and for the group, is provided in the Segment
information, note 1 to the consolidated financial statements on page 102. The financial performance
commentaries for each customer-facing line of business also discuss movements in operating cash
flow. Operating cash flow is defined as adjusted EBITDA less direct and allocated capital
expenditure, working capital movements and other non cash items.
BT Global Services
How BT Global Services is changing
In 2009 a combination of higher costs, the slow delivery of cost reduction initiatives and
worsening economic conditions caused the level of profitability in BT Global Services to fall
significantly. The Board took action as a result of this, including changing the BT Global Services
senior management team.
The new teams brief was to address the cost base, bring greater focus to the profitability of
new contract wins and reduce shortfalls in delivery performance on existing contracts.
The management team undertook an extensive review of BT Global Services financial position,
contracts and operations. The financial review covered the financial performance of BT Global
Services and its balance sheet position. The contract reviews covered the largest and most complex
contracts and were conducted jointly with external advisors. Having completed the
contract and financial reviews, charges of £1.6bn were recognised in 2009, which included £1.2bn
relating to two major contracts. These charges reflected a more cautious view of the recognition of
the expected and future cost efficiencies and revenues and other changes in underlying assumptions
and estimates, particularly in the light of the economic outlook.
The new management team implemented a number of process improvements in 2009 and further
enhancements have been made in 2010, as noted below.
The operational review was completed towards the end of 2009 and resulted in a revised
operating model and restructuring plan to reshape and refocus the business, in order to further
enhance BT Global Services ability to serve customers and establish a significantly lower cost
base.
In 2009 we said that we expected to incur restructuring charges of around £420m in 2010 and
2011. In 2010, we have recognised restructuring charges of £301m (2009: £280m), predominately
comprising network, products and supplier rationalisation charges and people and property costs.
Further restructuring charges of around £175m are expected to be incurred in 2011, giving a total
charge of around £475m, above our original estimate of £420m. This increase reflects the
complexities of our restructuring programme. An analysis of these charges is provided in the
Specific items section of the Financial review on pages 45 to 46.
In 2010 we implemented the new operating model in BT Global Services, which focuses on three
customer segments:
4 |
|
seamless global connectivity and networked IT services to multinational
corporations |
|
4 |
|
networked IT services to customers in the UK corporate and public sectors |
|
4 |
|
networked IT
services to corporate and public sector customers outside the UK. |
Other structural improvements have been made to improve the organisation. During 2010 we
significantly improved contract management, risk management and performance. We have changed the
way we bid for major contracts and also carry out regular in-life contract reviews to assess
commercial risks and opportunities and to improve contract performance, creating independent review
teams to provide additional assurance on our most significant contracts.
Sales teams have been realigned to focus on the key customer segments, and service units have
been restructured. We have brought together all design, programme and technical delivery people
across the wider design organisation to standardise and create replicable solutions. This has
helped us to manage and more accurately forecast demand and costs. We have continued to rationalise
systems and networks. Strategy, marketing, propositions, commercial, legal and regulatory functions
have also been realigned.
We have made progress this year but we still have more to do.
Business overview
BT Global Services is a global leader in the provision of networked IT services to
multinational corporations, domestic businesses, government departments and other CPs in more than
170 countries. We have a strong customer base, global reach, and a powerful combination of
networked IT and professional services capabilities.
We aim to be the global partner of choice for multinational corporations, the number one
provider to business and public
22 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
sector organisations in the UK, and a leading player in other countries key to our customers. Our
professional services consultants use in-depth knowledge of networked IT services, combined with a
solid understanding of sector-based business processes, to build on the investment our customers
make in networked IT services to help them to realise business benefits, including cost saving,
productivity gains, competitive advantage, and improved customer experience and loyalty. We have
consultants located worldwide helping our customers choose the right technology solution for their
business, and how to use it to deliver what they need.
We build and run complex networks for our customers to enable them to deliver applications
critical to their success. Building on our network expertise, we provide services which include
unified communications, mobility, customer relationship management (CRM) and customer contact
centres, data centre services, flexible working, IT sustainability, managed security and
sophisticated conferencing solutions.
Our customers benefit from BTs global scale, but they are sold to, and served by, our teams
in their own countries and sectors who understand their specific business challenges and create
locally relevant solutions.
BT Global Services has a worldwide reach and capability. More than 300 of our top customers
are headquartered in the US. In Latin America, we operate in 22 countries where we offer
communications services including IP infrastructure, outsourcing solutions and business
transformation.
The worlds top stock exchanges, leading broker-dealers and biggest banks depend on BT
infrastructure to provide secure, shared connectivity and services.
BT Global Services sees the Asia Pacific region as a major area for growth and plans to
further increase its capabilities to capture the dynamic business opportunities available in the
fast-growing region. The new investment will build on the strong market presence already
established and will align to growth plans of multinational customers as they continue to expand.
Key elements will be extending our professional services, industry sector and innovation resources
with enhancements to many products and services and the establishment of technology showcase
centres where customers can directly experience BTs leading edge products.
In China we have technology and service centres providing software development, service
delivery and multilingual customer support.
Headquartered in Singapore, BT Frontline is a leading regional provider of end-to-end IT
services including consulting and implementation, IT security, enterprise software and outsourcing
services and solutions.
In Europe, we are a leading provider of communication services dedicated to the corporate, SME
and public sectors in Italy. In Spain, we are a leading alternative enterprise data transmission
provider. Our customers in Germany include more than two-thirds of the DAX 30 companies.
More than 20 of Switzerlands top 100 multinational companies and international financial
organisations use our services, as well as global institutions including the World Health
Organisation and the United Nations. In the three Benelux countries, our 870 customers include the
EU and NATO.
Operating review
In challenging market conditions we continued to win and re-sign contracts in our three key
markets, with a total order value of £6.6bn in 2010 (2009: £7.9bn, 2008: £7.8bn) which reflects the
continued interest in outsourcing, managed and hosted services, converged communications and
security.
The lower order intake value in 2010 reflects the market trend towards lower value and shorter
contracts and longer sales lead times as customers delay decisions in the current climate.
Order intake
(£bn)
We secured a number of contract renewals and extensions with existing customers, including leading
multinationals, in 2010. These included:
4 |
|
a global contract with FIAT Group to provide and manage
their worldwide networked IT services with an MPLS network connecting more than 500 locations in 37
countries |
|
4 |
|
a two-year contract extension with Eni Group, one of the worlds major integrated energy
companies, to provide and manage their global telecommunications services across five continents. |
Our focus on the important Asia Pacific market was demonstrated by a contract secured to provide a
managed services solution for Deutsche Post DHLs telecommunications infrastructure in 15 countries
and more than 1,000 sites across the region.
During the year we built on our expertise and leadership in the global banking and financial
markets sector. New contracts in this sector included:
4 |
|
global investment bank Nomura to provide
dealing room technologies and implementation of market data infrastructure |
|
4 |
|
Commerzbank, one of
Germanys biggest banks, to manage local and wide area network across hundreds of sites. |
In the UK we secured a three-year contract extension with the UK Department for Work and Pensions
to provide voice, data network and contact centre solutions helping to transform their voice and
data network, which regularly handles more than two million calls a day and at peak times has
managed three million.
Other UK public sector contract wins included the Ministry of Defence which awarded us a
five-year contract to manage voice and data networks across 196 military bases as part of the
defence fixed telecommunications service agreement BT delivers on their behalf and a seven-year
deal in partnership with Capgemini to provide IT and communication services to the Environment
Agency in England and Wales.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 23
REVIEW OF THE YEAR OUR LINES OF BUSINESS
We continue to deliver on our National Health Service (NHS) National Programme for Information
Technology contracts. We had our busiest year for deployments under our local service provider
contract, where we are upgrading NHS IT systems and services across London and the South of
England. Our systems and services now support more than 100,000 registered users. The Spine, the
secure database and messaging service which BT has built and is managing for the NHS, continues to
enable the increased use of key services to transform the NHS. Every day more than 30,000 referrals
are arranged through the national electronic referrals and booking system Choose and Book, as
well as the electronic transfer of around 700,000 prescription messages. N3, the secure broadband
network BT has built and is managing for the NHS, now has more than 47,000 connections and connects
every NHS organisation across England and more than a million NHS employees.
Our corporate and public sector customers in our target markets outside the UK have signed a
number of significant deals during the year, including contracts to provide global hosted contact
centre services, network connectivity and voice services in Spain and Portugal for the security
company Prosegur Activa, fixed mobile IP telephony for Dutch rail infrastructure provider ProRail
to enable their employees to work flexibly, and with South Africas leading integrated energy and
chemical company Sasol to provide and manage services including managed security. In Brazil we
signed a contract with the largest retailer, Pão de Açúcar, to provide high quality network
services.
During 2010 we launched new products and service enhancements reflecting the continued market
interest in outsourcing, managed and hosted services, converged communications and security. These
included the releases of virtual data centre, hybrid virtual private network, hosted unified
communications service, unified communications and collaboration, next generation contact centres
and BT OneVoice.
As part of our right first time initiative, BT Global Services has improved sales order
quality by 40% and the number of calls unanswered by our call centres has reduced by around 70% in
2010.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted revenue |
|
|
8,513 |
|
|
|
8,628 |
|
|
|
7,664 |
|
Net operating costs |
|
|
8,056 |
|
|
|
8,367 |
|
|
|
6,856 |
|
|
|
|
|
Adjusted EBITDA |
|
|
457 |
|
|
|
261 |
|
|
|
808 |
|
Contract and financial review
chargesb |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
457 |
|
|
|
(1,378 |
) |
|
|
808 |
|
Depreciation and amortisation |
|
|
815 |
|
|
|
776 |
|
|
|
744 |
|
|
|
|
|
Adjusted operating (loss) profit |
|
|
(358 |
) |
|
|
(2,154 |
) |
|
|
64 |
|
|
|
|
|
Capital expenditure |
|
|
599 |
|
|
|
886 |
|
|
|
961 |
|
Operating cash flow |
|
|
(482 |
) |
|
|
(912 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
|
b |
|
Contract and financial review charges in 2009 include £41m recognised in revenue. |
In 2010 revenue decreased by 1% to £8,513m (2009: 13% increase). This decrease is after the
impact of favourable foreign exchange movements of £269m and
acquisitions of £11m. Excluding these, underlying revenue decreased by 4%. The reduction in underlying revenue reflects
the trends seen throughout the year including the impact of mobile termination rate reductions,
lower wholesale call volumes in continental Europe, declines in UK calls and lines revenue and the
impact of economic conditions.
Revenue from outside the UK increased to 50% of BT Global Services total revenue (2009: 48%,
2008: 40%) reflecting the impact of organic growth as well as foreign exchange movements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
Managed solutions |
|
|
5,281 |
|
|
|
5,273 |
|
|
|
4,468 |
|
Calls and lines |
|
|
956 |
|
|
|
1,055 |
|
|
|
1,197 |
|
Global carrier |
|
|
822 |
|
|
|
904 |
|
|
|
777 |
|
Broadband and convergence |
|
|
334 |
|
|
|
321 |
|
|
|
275 |
|
Other products and services |
|
|
1,120 |
|
|
|
1,075 |
|
|
|
947 |
|
|
|
|
|
Total adjusted revenue |
|
|
8,513 |
|
|
|
8,628 |
|
|
|
7,664 |
|
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
Revenue from managed solutions remained broadly flat (2009: 18% increase). Within this,
networked IT services revenue was negatively impacted by the challenging economic conditions. This
was offset by increased MPLS revenue and the impact of favourable foreign exchange rate movements.
Calls and lines revenue decreased by 9% (2009: 12% decrease), the reduced rate of decline
reflecting our focus on winning new business to mitigate the continuing trend of customers
migrating to alternative services including managed solutions.
Global carrier revenue decreased by 9% (2009: 16% increase) due to the impact of mobile
termination rate reductions and lower wholesale call volumes in continental Europe.
Broadband and convergence revenue increased by 4% (2009: 17% increase) reflecting continued
demand for business mobility solutions. Other revenue, principally comprising global product
revenues, increased by 4% (2009: 14% increase) partially due to foreign exchange movements and
global demand.
Net operating costs decreased by 4% to £8,056m (2009: 22% increase). This decrease is after
the adverse impact of foreign exchange rate movements of £285m and acquisitions of £11m. Excluding
these, underlying operating costs decreased by 7%. This improvement reflects delivery of our cost
saving initiatives during 2010. These initiatives have addressed our total labour cost, resulting
in a reduction of more than 5,900 in total labour resource in 2010. They also reflect continued
progress in the re-negotiation of better pricing through our procurement channels and the
simplification of processes, systems and networks.
As a result of our progress in addressing the cost base, adjusted EBITDA increased by 75%
(2009: 68% decrease). In 2009 EBITDA was a loss of £1,378m, principally due to the contract and
financial review charges of £1,639m.
Depreciation and amortisation increased by 5% to £815m (2009: 4% increase). The increase
reflects the impact of unfavourable foreign exchange movements and the timing of higher value and
shorter-lived software assets which were brought into use in prior years.
The adjusted operating loss in 2010 was £358m, an improvement compared with the loss of
£2,154m in 2009. The improvement is due to the operational improvements in the
24 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
performance of BT Global Services and the impact of the contract and financial review charges in
2009.
Capital expenditure reduced by 32% to £599m in 2010 due to the timing of capital expenditure
across certain of our larger customer contracts, more stringent investment return criteria and
improved procurement and programme delivery.
Operating cash outflow in 2010 almost halved from an outflow of £912m to £482m reflecting the
higher EBITDA, improved working capital and lower capital expenditure. In 2009 the poor operating
cash outflow reflected the unacceptable performance of BT Global Services.
BT Retail
Business overview
BT Retail has around 13m consumer lines in the UK, and around a million SME customers. We serve
UK consumers and SMEs through four customer-facing divisions: BT Consumer, BT Business, BT
Enterprises and BT Ireland.
2010 Revenue by division
We are the UKs leading provider of telecommunications products and services to the consumer
market, where we offer our customers innovative and value-for-money calls, lines, broadband and TV
packages.
BT Vision, our television service, now has over 6,000 hours of video on-demand content
available, the most in the UK. Among its selection of more than 7,000 programmes, it has 600 films,
from classics to family favourites, with seven new titles added every week. BT Vision will be
expanded to include free-to-air HD programming, more interactive services, a wider choice of
on-demand programming, and we will provide greater access to premium sports.
We believe that Project Canvas, our TV joint venture with the BBC, Channel 4, Five, ITV, and
others, will transform the UK TV market, combining free digital channels with free on-demand
content from public service broadcasters and on-demand and interactive TV delivered over broadband.
BT Business customers are characterised by their diversity, ranging from start-up or micro
businesses with one to 10 employees, to medium-sized businesses with up to 1,000 or more.
We offer SMEs telecommunications and IT services that were once available only to the largest
businesses, helping them cut costs and improve services to their own customers. We take away their
need to invest and take the burden out of implementing new
technologies, so they can concentrate on their core business. We also offer them a range of
specialised services through BT Enterprises.
BT is also one of the largest single suppliers of leased line internet access to UK businesses
through BT Net, which together with our Etherflow service was the first to leverage the resilience
and flexibility of BTs software-driven IP network platform, enabling new features such as our
self-service Etherflow portal which makes it quicker and easier for businesses to manage and
reconfigure services as their needs change. In addition, BT has the largest wholly owned estate of
customer access points in the UK market more than 800 which increases availability and
reliability while driving down the cost of high quality internet and Ethernet connectivity for our
customers.
BT Business aims to become the Brand for Business for the UKs SMEs. This means partnering
with customers to find ways to help them grow their business, whether it be solutions that unify
their IT and communications needs, or ways to help them collaborate. BT Business generated £2.6bn
revenue in 2010. However, the UKs SMEs spend in total around £29bn a year on their IT and
telecommunications needs, presenting a significant opportunity for BT Business.
BT Enterprises consists of a portfolio of businesses, including BT Conferencing, BT
Directories, BT Expedite, BT Payphones and BT Redcare. Each of these businesses operates as a
standalone business, with the support of BTs brand and customer relationships.
|
|
|
|
|
|
|
BT Conferencing
|
|
|
Global provider of audio, video and internet
collaboration services |
|
|
BT Directories
|
|
|
Directory Enquiries (118 500), operator and
emergency services, and The Phone Book |
|
|
BT Expedite
|
|
|
Software and IT services for retailers. BT
Expedite now supports more than 10,000
points of sale for more than 60 retailers |
|
|
BT Payphones
|
|
|
Street, managed, prison, card and private
payphones. In a declining market, we are
committed to meeting our obligation to
provide a public payphone service |
|
|
BT Redcare
|
|
|
Alarm monitoring and tracking facilities |
|
Our BT Openzone business provides wi-fi hotspots to offer broadband on the move, both to retail
customers and to wholesale customers such as mobile network operators. BT Openzone has now become
part of BT Enterprises.
We design our products and services for use by as many people as possible. We have redeveloped
bt.com to make it more accessible to all, including those with impaired abilities, and we are the
only FTSE 100 company to hold the See it Right industry accreditation for our inclusion website
www.bt.com/inclusion
BT Retail is also improving the sustainability of its products and services by
reducing their environmental impact and improving their energy efficiency. For example, our Home
Hub 2.0 has a standby facility to reduce power consumption. We are also reducing the volume of our
product packaging as well as using recycled materials.
BT Ireland operates in Northern Ireland and in the Republic of Ireland. In Northern Ireland we
are the leading provider of communication services to consumers and SMEs. We are also responsible
for providing regulated wholesale access via Openreach. In the Republic of Ireland, we are one of
the largest
BT GROUP PLC ANNUAL REPORT & FORM 20-F 25
REVIEW OF THE YEAR OUR LINES OF BUSINESS
providers of wholesale network services. Across Northern Ireland and the Republic of Ireland we are
the second largest provider of IT services focusing mainly on government and major corporate
customers.
Operating review
In a challenging market, BT Retail has continued to improve its profitability and its customer
service performance. We have continued to invest in broadband, and have developed our offers of TV
to consumers and IT services to business customers.
BT Retail has continued to focus on making its business more efficient, with sustained cost
reductions by simplifying, standardising and automating processes. Our focus on customer service
improvement has contributed significantly to cost savings by removing costs of failure, such as
repeat calls.
BT Consumer
The degree of competition in the retail calls and lines markets led Ofcom to remove certain
restrictions in 2009 to allow BT to provide bundled products so that it could compete more
effectively.
This has given us the freedom to offer attractive bundled packages of broadband, calls and TV
services. We have been encouraging customers to move to call packages, and the proportion of
customers on our highest value plan has increased from 11% to 17% during 2010.
The popularity of buying bundles of services from BT has driven average annual revenue per
consumer user (ARPU) up to £309 as multi-product take up among our customers grows.
Average annual revenue per consumer user
(£)
In the broadband market, BTs retail share of the DSL and LLU base has remained at around 35% for
the last three years. Our share of net additions was 44% in the fourth quarter of 2010. We continue
to invest in this market to build on our success.
BTs retail broadbanda market share year end
(million lines)
During 2010 we started the roll out of our ADSL2+ service, delivering speeds of up to 20Mb/s at
no extra cost to customers. This technology increases the speed at which customers can download
information over their copper telephone line.
We offer our customers unbeatable broadband coverage, with Home Hubs which give the widest
available range in the home, supported by the largest network of hotspots.
In January we launched BT Infinity, our super-fast fibre-based broadband proposition currently
offering download speeds of up to 40 Mb/s and upload speeds of up to 10 Mb/s, which will change the
way customers use the internet. We aim to make the service available to at least 40% of UK premises
in 2012.
We have entered into a commercial partnership with OnLive Inc, a Silicon Valley based cloud
computing video gaming business, which gives BT exclusive rights to bundle its game service with
broadband in the UK. This service will enable customers to purchase and play video games streamed
over broadband.
We also offer consumer broadband and home phone services under the Plusnet brand which now has
369,000 customers (2009: 309,000).
We continue to pursue growth opportunities in the TV market. BT Vision now has 467,000
customers (2009: 423,000), with the average number of views per subscriber per month up 37% year on
year. Ofcom concluded its pay TV market investigation in March 2010 by requiring Sky to provide Sky
Sports 1 and Sky Sports 2 at wholesale regulated prices. This should enable BT and other pay TV
operators to offer premium sports channels in future at lower prices than those currently
available.
We have reached an agreement with Arqiva to supply digital terrestrial TV transmission
capacity to support the planned offers of these channels. We aim to bring these offers to viewers
in time for the 2010/11 Premier League season. Sky has indicated that it is planning to appeal
Ofcoms decision.
Project Canvas achieved a significant milestone in December 2009 with the BBC Trust giving
provisional approval for the BBCs involvement which means the partners can continue developing the
technology.
Our customers also benefit from our investment in our wi-fi network. BT has the largest wi-fi
hotspot estate in the UK and Ireland. Comprising BT Openzone, BT Fon and Business Hubs, our
customers can now get online at more than 1.5m locations including high street chains, hotels,
transport hubs, residential and commercial sites. Strong usage growth doubled BT wi-fi user traffic
over the previous year. We now carry more than a billion minutes a year.
26 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
In 2010, we signed UK wi-fi deals to provide Orange, Vodafone and
O2 with BT Openzone wi-fi access.
BT Business
The SME market is diverse and fragmented. It has been a challenging sector to operate in over the
past year as the economic downturn has had a significant impact on this market.
We were the first UK CP to make an unlimited calls, lines, broadband and mobile option
available to SMEs via our BT One Plan Plus package, bringing them certainty and value for money.
This has contributed to the growth of our mobile base, which now has more than 230,000 end users
(2009: 188,000).
BT Business mobile end user base (excl. free mobile broadband)
(000)
BT Business has continued to develop its activities in the SME IT services market which is worth
around £19bn. This is a market characterised by fragmented competition with a clear customer need
for simple IT solutions. BT Business has consolidated the IT services and companies it has
acquired, integrating BT Lynx and BT Basilica into BT EngageIT and driving the performance of Dabs
and BT iNet in an extremely challenging environment.
Dabs offers customers the IT hardware components they need and has built its market share in
the business-to-business market with contract wins with VT Group, QinetiQ, and CAN Media Group.
BT iNet is a centre of excellence for Cisco technology and has won contracts in its markets
but especially in higher education.
BT EngageIT provides IT hardware and software infrastructure solutions to medium-sized
business-to-business customers in both the public and private sector. During 2010 BT EngageIT has
achieved some notable customer wins including the Environment Agency and UK Anti Doping.
BT Enterprises
BT Enterprises comprises five standalone businesses, all of which made progress in 2010.
In February BT Conferencing introduced interoperability between the worlds top three
videoconferencing systems. It has now installed more than 500 immersive networked telepresence
rooms worldwide. Air travel disruption and other global incidents have promoted the use of
conferencing services. Businesses are also more environmentally aware and can reduce
CO2 emissions by using BT Conferencings services to cut down on
travel. We are working to maximise revenue with our existing accounts by finding new applications
and new users, and by working with other parts of BT to acquire new customers who are either
existing or first time
conferencing users. More than half of BT Conferencings revenue comes from outside the UK.
The integration of UFindus, now known as BT Customerstreet, into BT Directories further
strengthens our online directory offering.
In May we introduced a new product range, BT Redcare Agile which meets the high industry
security standards. BT Redcare is aiming to migrate customers to IP-based security services.
In July luxury shirtmaker Thomas Pink, retail fashion chain Warehouse and JJB Sports became
the first businesses in the UK to commit to use BT Expedites Integrated Store technology to link
their high street and online operations. Major new contracts included installing BT Expedites
latest store electronic point of sale system at New Look, and building e-commerce websites for JJB
Sports and Snow & Rock.
BT Ireland
Despite the challenging economic conditions, particularly in the Republic of Ireland, we continued
to secure major private and public sector contracts during 2010.
In July we signed a contract with Vodafone in the Republic of Ireland for the provision of
wholesale network services over a seven-year period, and the transfer of BTs consumer and SME
broadband and voice customer base to Vodafone.
In December we signed a contract with the Northern Ireland government to extend the roll out
of fibre-based broadband beyond our existing commercial deployment plans through a combination of
public-private sector investment and European Union funding.
In November we announced a multi-million pound investment in our contact centre operations in
Northern Ireland, with the creation of two dedicated digital care sites, enabling our customers to
access the highest quality of customer support via e-mail, live chat and other web-based contact
including proactive support channels such as Twitter. This development involves advanced training
and development of more than 600 BT customer care advisors in Northern Ireland.
Our achievements in this market were recognised by BT being named Northern Irelands
Responsible Company of the Year 2009 by Business in the Community for our role in helping build
economically sustainable and socially inclusive communities.
We have delivered significant cost savings over the year as a result of labour efficiencies,
property rationalisation and optimisation of marketing spend.
Customer service delivery
We have a range of programmes in progress which are designed to improve the customer experience and
take the cost of failure out of the business. Customers are noticing the difference: this year we
have seen a reduction of around a third in the number of enquiries about bills. Core service costs
(labour and non labour) have fallen 12% over the same period as we enhance self-service
capabilities and cut down call transfers. We also increasingly resolve customer complaints and
queries on first contact with no repeat calls.
We will continue to build on this positive momentum, with a sustained focus on systems,
processes and people.
In order to serve our customers better, we are expanding our channels where customers can
contact us or find self-help support, including Twitter, bt.com community forums, YouTube and Live
Chat.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 27
REVIEW
OF THE YEAR OUR LINES OF BUSINESS
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
8,297 |
|
|
|
8,663 |
|
|
|
8,682 |
|
Net operating costs |
|
|
6,447 |
|
|
|
6,999 |
|
|
|
7,153 |
|
|
|
|
|
Adjusted EBITDA |
|
|
1,850 |
|
|
|
1,664 |
|
|
|
1,529 |
|
Depreciation and
amortisation |
|
|
459 |
|
|
|
426 |
|
|
|
445 |
|
|
|
|
|
Adjusted operating profit |
|
|
1,391 |
|
|
|
1,238 |
|
|
|
1,084 |
|
|
|
|
|
Capital expenditure |
|
|
417 |
|
|
|
471 |
|
|
|
579 |
|
Operating cash flow |
|
|
1,640 |
|
|
|
1,064 |
|
|
|
1,011 |
|
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
In 2010 revenue decreased by 4% to £8,297m (2009: flat). Revenue benefited from favourable
foreign exchange rate movements of £31m, acquisitions of £18m and a one-off benefit of £40m
relating to prior periods. Excluding these, revenue declined by 5%.
BT Consumer and BT Business revenue decreased by 3% and 9%, respectively (2009: 4% decrease
and 1% increase, respectively), reflecting the continued reduction in calls and lines revenue. Both
the BT Consumer and BT Business divisions faced challenging market conditions throughout 2010,
arising from a combination of the economic climate, particularly in the business market where the
level of insolvencies has remained high, and competitive pressure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
Calls and lines |
|
|
5,031 |
|
|
|
5,422 |
|
|
|
5,745 |
|
Broadband and convergence |
|
|
1,316 |
|
|
|
1,313 |
|
|
|
1,201 |
|
Managed solutions |
|
|
588 |
|
|
|
599 |
|
|
|
530 |
|
Other products and services |
|
|
989 |
|
|
|
986 |
|
|
|
941 |
|
|
|
|
|
External revenue |
|
|
7,924 |
|
|
|
8,320 |
|
|
|
8,417 |
|
Internal revenue |
|
|
373 |
|
|
|
343 |
|
|
|
265 |
|
|
|
|
|
Total |
|
|
8,297 |
|
|
|
8,663 |
|
|
|
8,682 |
|
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
Calls and lines revenue decreased by 7% in 2010 (2009: 6% decrease) reflecting the economy and
the increasingly competitive market environment.
Broadband and convergence revenue remained broadly flat (2009: 9% increase) in 2010,
reflecting the successful retention of customers in the maturing broadband market, together with
revenue from services such as BT Vision and mobility.
Managed solutions (ICT) revenue decreased by 2% in 2010 (2009: 13% increase) reflecting the
economic conditions in the business market compared with 2009.
Other products and services revenue, which principally comprises our Enterprises division,
remained broadly flat in 2010 (2009: 5% increase).
Net operating costs decreased by 8% (2009: 2% decrease). Excluding the impact of unfavourable
foreign exchange movements of £27m, acquisitions of £16m and a favourable one-off internal rebate
of £15m relating to prior periods, underlying costs reduced by 8%. The decrease reflects the
reduction in revenue but
also the success of our cost saving initiatives which focused on labour productivity and supplier
management.
The above factors contributed to an 11% increase (2009: 9% increase) in adjusted EBITDA in
2010, including one-off benefits of £55m.
Depreciation and amortisation increased by 8% to £459m (2009: 4% decrease) due to higher value
and shorter-lived assets being brought into use in recent years.
Adjusted operating profit increased by 12% to £1,391m in 2010 (2009: 14% increase).
Capital expenditure decreased by 11% to £417m in 2010 (2009: 19% decrease), due to improved
procurement and management of capital expenditure.
Operating cash flow increased by 54% to £1,640m, a significant improvement compared with a 5%
increase in 2009. This reflects the higher EBITDA, improved customer cash collections and lower
capital expenditure.
BT Wholesale
Business overview
BT Wholesale provides products and solutions to CPs in the UK and worldwide. It meets the
wide-ranging needs of more than 1,000 CPs in the UK, as well as worldwide through a working
relationship with Global Telecoms Markets, the wholesale arm of BT Global Services.
We provide our customers with access to BTs platforms, skills and technology, making BTs
investments and economies of scale work for their benefit, both in the UK and across the globe.
We provide communications services and partially or fully managed solutions for customers
ranging from mobile and fixed line operators to internet services providers, broadcast
organisations and smaller resellers.
We offer wholesale products but can also manage a customers network infrastructure via our
MNS solutions, as we do for customers like Virgin Media and KCOM Group. Our white label managed
services are designed for customers who have not invested in fixed line infrastructure or want to
enter the fixed line communications market for the first time. Customers like the Post Office and
Scottish and Southern Energy, as well as Vodafone and
O2s fixed line businesses, fall into this category.
We support the mobile industry with fixed line services that connect thousands of base
stations across the UK to the mobile network operators core networks, without the capital
investment and time to market that a self build option would require. We have managed services
contracts in place with all of the UKs mobile network operators to help them manage the growth in
mobile data and video content volumes generated by 3G services as well as national wi-fi access
through BT Openzone.
28 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
Products and services
Wholesale Ethernet
We offer IP-based Ethernet services across the widest national footprint in the UK market, giving
customers high-speed data connectivity at a range of speeds. At 31 March 2010, Wholesale Ethernet
was available from more than 800 nodes throughout the UK (2009: 600 nodes).
Private and partial private circuits
BT Wholesale is the largest provider of analogue data circuits in the UK which help our customers
extend the reach of their services and act as infill solutions for their own networks.
Wholesale broadband
We are the UKs largest wholesale provider of broadband nationally. We currently enable more than
8m broadband lines in the UK, including CP customers who have invested in their own broadband
infrastructure and use our services outside their own network footprint.
We offer a range of broadband services, delivered over copper and fibre with speeds of up to 8
Mb/s (ADSL), up to 20Mb/s (ADSL2+) and up to 40Mb/s and up to 100 Mb/s over fibre. At
31 March 2010, our up to 20Mb/s service, based on ADSL2+ technology, was available from exchanges
serving 55% of UK premises (2009: 40%). In January 2010, we introduced Wholesale Broadband Connect
Fibre, a wholesale variant of BTs fibre-based broadband service tailored to the needs of CPs.
Content distribution network
We are introducing a content distribution network in 2011 that will help our CP customers manage
the rapidly rising volume of video content that is being downloaded over fixed and broadband
networks. Our network will make this traffic more cost efficient for CPs to manage and will enable
a range of new business models for digital content.
Capacity and call-based products
We continue to sell a wide range of capacity and call-based products and services, including
regulated and new, non regulated ones. As we refresh our core portfolio with next generation
replacements, we will, over time, migrate these services to our IP network platform,
decommissioning parts of our legacy systems. One of these new products is IP Exchange, BT
Wholesales global IP interoperability platform that allows CPs to manage traditional and IP voice
calls, on a single gateway, regardless of whether the calls are from mobile or fixed networks.
Operating review
During 2010 BT Wholesale stabilised its financial performance, as demonstrated by the improving
EBITDA trend.
This was achieved through a realignment of our businesss organisational structure to match
more closely the changing needs of our markets, success in winning a range of new MNS contracts,
the introduction of next generation broadband and Ethernet services, and focused cost and labour
resource reduction. Much of our cost reduction was delivered through improvements in service
quality and a focus on improving the delivery of products and services right first time.
Year-on-year EBITDA movement
(%)
We are focused on the continuous improvement of our customer experience. This year, for
example, we have reduced the number of high level complaints by more than 35% and since 2006 we
have nearly doubled the average time between faults for our data customers, from a fault every two
years to a fault every
three and a half. We have also improved the service delivery of our new next generation
broadband service to a level comparable with our traditional broadband service.
Revenue under long-term contract
(%)
The majority of BT Wholesales largest UK customers by revenue have signed long-term MNS contracts,
typically for between three and five years. As a result, the proportion of our business underpinned
by long-term contracts has increased from 10% in 2007 to 40% in March 2010. These contracts include
a high proportion of products and services with low levels of bespoke development. This allows us
to defend product and service revenues, as well as creating new opportunities for growth. Managed
services revenue is growing, and accounted for 22% of BT Wholesales external revenue in 2010, up
from 15% the previous year.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 29
REVIEW OF THE YEAR OUR LINES OF BUSINESS
2010 External revenue by customer
In 2010 we signed MNS contracts with a total order value of £1.8bn (2009: £1.3bn), including:
4 |
|
A
10-year network outsourcing agreement with KCOM Group to provide the operator with a fully-managed,
national operational capability and a new streamlined portfolio of next generation products and
services |
|
4 |
|
A long-term agreement to provide O2 with fixed line broadband
services to enable it to offer fixed line services to the SME market in the UK for the first
time |
|
4 |
|
A long-term contract with Vodafone UK to enable it to introduce unified communications to UK
SMEs |
|
4 |
|
A five-year agreement to consolidate O2s core fixed and mobile
networks in the UK into one cost-effective network using BTs IP network platform. |
We also signed a major international voice services agreement with Tata Communications that allows
both parties to benefit from shared resources and lower costs as part of a global supply agreement.
MNS as a growing proportion of external revenue (%)
In April 2010 BT Wholesale signed a major MNS contract with Orange UK to take on the management and
development of its UK fixed line broadband infrastructure for consumers and SMEs. Over the next 15
months we will migrate Orange UKs LLU-based customers to the BT Wholesale broadband platform.
Around half of BT Wholesales activity in the UK remains subject to UK and European Union
industry regulation and regulatory pricing. During 2010 mobile termination rates across Europe were
reduced, eroding some £140m from BT Wholesales 2010 revenue, but with no impact on profitability.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
4,450 |
|
|
|
4,658 |
|
|
|
4,959 |
|
|
|
|
|
Internal revenue |
|
|
1,227 |
|
|
|
1,228 |
|
|
|
1,252 |
|
|
External revenue |
|
|
3,223 |
|
|
|
3,430 |
|
|
|
3,707 |
|
|
|
|
|
Net operating costs |
|
|
3,171 |
|
|
|
3,381 |
|
|
|
3,553 |
|
|
|
|
|
Adjusted EBITDA |
|
|
1,279 |
|
|
|
1,277 |
|
|
|
1,406 |
|
|
Depreciation and
amortisation |
|
|
680 |
|
|
|
686 |
|
|
|
893 |
|
|
|
|
|
Adjusted operating profit |
|
|
599 |
|
|
|
591 |
|
|
|
513 |
|
|
|
|
|
Capital expenditure |
|
|
325 |
|
|
|
435 |
|
|
|
522 |
|
|
Operating cash flow |
|
|
844 |
|
|
|
824 |
|
|
|
800 |
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
In 2010 revenue declined by 4% to £4,450m (2009: 6% decline), an improvement in the rate of
decline. The overall decrease principally reflects reductions in transit revenue, largely driven by
the decline in mobile termination rates, which has no impact on EBITDA. Excluding transit, revenue
declined by 1% compared with 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
Transit, conveyance and WLR |
|
|
1,521 |
|
|
|
1,828 |
|
|
|
2,113 |
|
Managed network services |
|
|
715 |
|
|
|
518 |
|
|
|
295 |
|
Broadband and convergence |
|
|
431 |
|
|
|
482 |
|
|
|
624 |
|
Calls and lines |
|
|
306 |
|
|
|
385 |
|
|
|
462 |
|
Other products and services |
|
|
250 |
|
|
|
217 |
|
|
|
213 |
|
|
|
|
|
Total external revenue |
|
|
3,223 |
|
|
|
3,430 |
|
|
|
3,707 |
|
Internal revenue |
|
|
1,227 |
|
|
|
1,228 |
|
|
|
1,252 |
|
|
|
|
|
|
|
|
4,450 |
|
|
|
4,658 |
|
|
|
4,959 |
|
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
Transit, conveyance and WLR revenue decreased by 17% (2009: 13% decrease). This decline has
arisen principally as a result of the price impact of mobile termination rate reductions.
Broadband and convergence revenue decreased by 11% due to the continued trend of CPs switching
to LLU provided by Openreach although the rate of decline slowed compared with 23% in 2009 as the
majority of the LLU migration took place in that year.
These declines have been partially offset by an increase of 38% in MNS revenue (2009: 43%
increase).
Calls and lines revenue decreased by 20% (2009: 17% decrease) reflecting lower circuit volumes
and the substitution impact as customers migrate to long-term MNS contract arrangements.
Other products and services revenue increased by 15% (2009: 2% increase).
30 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
Net operating costs decreased by 6% (2009: 5% decrease), partly due to the decline in revenue and
lower mobile termination rates, but also due to the impact of our cost efficiency programmes
principally through reductions in our total labour resource.
Adjusted EBITDA remained broadly flat at £1,279m (2009: 9% decrease), reflecting the delivery
of our cost efficiency programmes and growth in managed network services revenue offsetting the
decline in traditional products such as broadband.
Depreciation and amortisation decreased by 1% to £680m (2009: 23% decrease). The slowdown in
the rate of decrease was due to certain legacy assets becoming fully depreciated in 2010.
Adjusted operating profit increased by 1% (2009: 15% increase) due to the slight improvement
in EBITDA and the lower level of depreciation and amortisation.
Capital expenditure decreased 25% to £325m in 2010 (2009: 17% decrease), reflecting improved
procurement terms and more stringent investment return criteria.
Operating cash flow increased by 2% to £844m in 2010 (2009: 3% increase) due primarily to the
reduction in capital expenditure, although this was partially offset by the negative impact of
intra-group VAT settlements with Openreach.
Openreach
Business overview
Openreach was created in 2006 and is responsible for the crucial first mile of the UK
telecommunications network the copper wires and fibre connecting homes and businesses to their
local telephone exchange via fixed line local and backhaul connections. It offers all Openreach CP
customers (currently more than 480, including other BT lines of business) fair, equal and open
access to its networks.
Openreach operates in a competitive environment both from other providers of fixed network
capacity and substitution into the mobile market, and many of our products prices are covered by
regulation. Our performance is influenced by economic conditions, as recessionary periods increase
the risk of business failure and loss of line rental, and low activity in the housing market
reduces churn and hence connections. In prior years, poor weather had a significant impact on the
network increasing faults, but following improvements in sealing the network, it is now only
affected by severe weather conditions.
Our 19,000 field engineers work on behalf of all CPs, enabling them to provide their customers
with a range of services from analogue telephone lines to complex networked IT services.
To meet our customers requirements with a greater degree of flexibility and efficiency, an
agreement was reached with the CWU to introduce more flexible working hours, effective from April
2010.
Openreach operates a fleet of more than 20,000 vehicles and is committed to finding innovative
ways to minimise its environmental impact. During the year we equipped more than 13,000 vans with
satellite location technology that, together with improved business practices, will save time,
reduce our carbon footprint and improve our responsiveness to customer needs. The fuel consumed by
BTs commercial fleet reduced by 10% compared with 2009.
Products and services
We
offer our customers a range of products that meet their needs from Ethernet to fibre-based
broadband. Our products and services are designed to provide our customers with the tools they need
to meet the increasing demands of their customers today, while helping them to plan their services
of the future.
Wholesale line rental (WLR)
WLR enables CPs to offer telephony services with their own brand and pricing structure over BTs
network. At 31 March 2010, Openreach was providing 17.9m WLR lines to other BT lines of business,
and 6m to other CPs. Of the lines provided to other CPs, 4.8m were WLR analogue lines (up 6% on
2009) and 1.2m were WLR digital channels (up 11% on 2009).
Local loop unbundling (LLU)
LLU enables CPs to use the lines connecting BT exchanges to end users premises, and to install
their own equipment in those exchanges. In 2009, 84% of UK premises were served by an unbundled
exchange. At 31 March 2010, there were 14.8m unbundled lines in the UK, up 7% on the previous year.
Of these, 8.2m were for other BT lines of business to support broadband services and 6.6m were for
other CPs. More than 30 CPs are providing unbundled services, and Openreach is fulfilling more than
94,000 LLU orders a week.
Ethernet
Openreachs Ethernet products offer CPs a wide choice of high-bandwidth circuits to build or extend
their customers data networks. We made major reductions in the connection and rental charges of
services in our Ethernet portfolio in February 2009 and January 2010, which have improved the
access and backhaul markets in the UK, and support the growth of data-intensive applications.
Fibre-based broadband roll out
Exchanges announced to date for fibre-based broadband services.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 31
REVIEW OF THE YEAR OUR LINES OF BUSINESS
Fibre-based broadband access
Pilots of our fibre-based broadband access service in Whitchurch, South Glamorgan and Muswell Hill,
North London proved the effectiveness of FTTC solutions. We have also continued trials of FTTP at
Ebbsfleet to prove the technology in a greenfield location, and have announced further brownfield
trials at Highams Park in East London and Bradwell Abbey in Buckinghamshire for this year. Mass
deployment of FTTC accelerated during 2010. We aim to make our fibre services available to 4m UK
premises by the end of 2010, and to be available to at least 40% of UK premises in 2012, with an
expected 25% of these being FTTP and the remainder FTTC.
Operating review
In 2010 Openreach made significant improvements in the quality of service delivery of its
products.
Faults due to the access network reduced by 11% compared with the previous year as a result of
our focused network investment and quality programmes. Over the past three years, fault rates have
reduced from one fault every nine years to one fault every 15 years.
Ofcoms charge controls on Openreach impacted the LLU, WLR and Ethernet products. Both the LLU
and WLR controls expire on 31 March 2011 and importantly, the former allowed Openreach to raise the price of Metallic Path
Facilities (MPF) rentals. The controls which apply to Ethernet require downward movement in prices
each year for the period until September 2012.
Ofcom has agreed two variations to BTs Undertakings which allow Openreach to control and
operate fibre-based broadband access equipment for FTTC and FTTP deployments, and has also
confirmed its approach that, for the time being, there will be no predicted future price regulation
applied to BTs new fibre-based products.
Some key customers are taking the decision to reduce ongoing rental costs by moving from WLR
and Shared Metallic Path Facility (SMPF) to MPF, taking advantage of the difference in the
regulated prices.
In 2010 our cost transformation programmes have provided the platform to deliver continued
efficiencies which have allowed us to resource our fibre-based broadband roll out and, at the same
time, reduce our total labour resource as well as enabling future productivity improvements to be
made.
Supplier contract renegotiations, engineering process improvements and more orders delivered
right first time have all helped to reduce costs further.
A BT engineer during the winter
snow
During 2010, we rationalised our civil engineering work, reducing from several suppliers to a
single long-term national contract with a Carillion-Telent joint venture.
The winter of 2010 saw some extreme weather conditions in the UK with considerable flooding
and snow. Our engineers demonstrated their commitment by working hard to keep our customers
connected. On 20 November 2009, just under 10,000 phone lines and 37,000 broadband lines were cut
off as bridges collapsed and extensive flooding affected homes and businesses in an area of
Cumbria. Within 12 hours phone services to the majority of customers had been restored and most
broadband lines were working again within 36 hours.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External revenue |
|
|
1,211 |
|
|
|
1,013 |
|
|
|
888 |
|
Revenue from other BT lines
of business |
|
|
3,953 |
|
|
|
4,218 |
|
|
|
4,378 |
|
|
|
|
|
Revenue |
|
|
5,164 |
|
|
|
5,231 |
|
|
|
5,266 |
|
Net operating costs |
|
|
3,204 |
|
|
|
3,235 |
|
|
|
3,355 |
|
|
|
|
|
Adjusted EBITDA |
|
|
1,960 |
|
|
|
1,996 |
|
|
|
1,911 |
|
Depreciation and
amortisation |
|
|
856 |
|
|
|
778 |
|
|
|
689 |
|
|
|
|
|
Adjusted operating profit |
|
|
1,104 |
|
|
|
1,218 |
|
|
|
1,222 |
|
|
|
|
|
Capital expenditure |
|
|
907 |
|
|
|
951 |
|
|
|
1,073 |
|
Operating cash flow |
|
|
1,167 |
|
|
|
1,079 |
|
|
|
841 |
|
|
|
|
|
In 2010 revenue decreased by 1% (2009: 1% decrease). The 2010 decrease reflects lower Ethernet
prices, a reduced WLR base due to the depressed housing market and the difficult economic
conditions. These factors were partially offset by volume growth in Ethernet and LLU which now
forms 26% of our revenue, with WLR at 56%, reflecting the change in mix compared with 2009 (23% and
59%, respectively). This was due to the growth in the broadband market and the ongoing migration of
end customers from BT to other CPs as well as targeted offers to the CP community to help stimulate
and drive demand for our products.
External revenue was £1,211m in 2010, an increase of 20% (2009: 14% increase) and reflecting
the continuing migration of end customers to other CPs WLR and in particular, LLU rentals.
External revenue represented 23% of our revenue in 2010 compared with 19% in 2009 and 17% in 2008.
Revenue from other BT lines of business decreased by 6% to £3,953m in 2010 (2009: 4%
decrease). These reductions reflect the shift of WLR and LLU volumes from other BT lines of
business to external CPs and the effect of lower Ethernet prices, partially offset by volume
increases.
Net operating costs decreased by 1% in 2010 (2009: 4% decrease). Cost reductions have been
achieved through a decrease in total labour costs, process improvements and efficiencies and a
reduction in the number of faults due to the improved quality of our network and lower levels of
connection activity.
Adjusted EBITDA decreased by 2% (2009: 4% increase) as the reduction in revenue was only
partially offset by cost savings.
Depreciation and amortisation increased by 10% to £856m (2009:
13% increase) reflecting the higher value and shorter-lived
32 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR LINES OF BUSINESS
software assets being brought into use in 2010 and also our ongoing investment in systems to
support new products and services.
Adjusted operating profit decreased by 9% to £1,104m in 2010 (2009: broadly flat) due
principally to the higher depreciation and amortisation.
Capital expenditure decreased by 5% in 2010 to £907m (2009: 11% decrease), with the investment
in our super-fast fibre access network being more than offset by lower own work capitalised
following the delivery of significant efficiency savings.
Operating cash flow increased by 8% in 2010 to £1,167m (2009: 28% increase) due to the lower
capital expenditure and the beneficial impact of intra-group VAT settlements with BT Wholesale.
BT Innovate & Design
BT Innovate & Design is responsible for the innovation, design, development and delivery of the
processes, networks and platforms on behalf of the customer-facing lines of business and which run
BTs business. These are operated and run by BT Operate.
BT Innovate & Design has an operating model focused on delivery, with strong cost and quality
management, which includes the whole lifecycle of both the network and associated software. In
addition, by having the innovation, design and development skills within one team we are able to
bring innovation closer to the customer, bringing new ideas, products and services to market
faster, cheaper and more effectively for our customers. This is supported through the use of global
development centres (in the UK, US, Europe, India and China) which improve collaboration, agility
and efficiency in network and software development by bringing together the development teams and
customers.
We continue to reduce our cost base through a combination of cost controls and efficiency
measures, whilst improving quality and meeting demand. In 2010 we reduced our unit costs by 31%
through a quality delivery process, which focuses on re-use, consolidation and standardisation, the
metrication of software which can be used to guide decisions about development, and supplier
management.
BT Operate
BT Operate manages BTs IT and network infrastructure platforms as a single converged
operation, providing a seamless IT infrastructure. BT Operate also runs parts of other CPs
networks on behalf of the customer-facing lines of business, and is responsible for delivery of the
products and services BT sells to its customers.
We set and manage security policy and processes throughout BT, enabling us to meet the
requirements of our customers, both in the UK and globally.
BT Operate also manages the groups energy policy which aims to reduce consumption, establish
security of supply, and reduce carbon emissions. The renewal of our green energy contract until
2014 means we continue to meet approximately 40% of our electricity needs in the UK from renewable
sources, and almost 60% from combined heat and power generation. We are investigating how to use
more renewable electricity or new technologies, such as developing our own wind farms.
The
chart below shows BTs worldwide CO2 equivalent (CO2e) emissions
and progress towards reducing our CO2e emissions intensity by 80%
from 1997 levels by 2020. We have reduced our absolute CO2e emissions
by 51% and our carbon intensity by 54% (from 1997 levels) taking into account the purchase of zero and low carbon electricity. Our
full carbon accounts are available in our 2010 Sustainability Report,
available at www.bt.com/betterworld
BTs worldwide CO2 equivalent emissions
In 2010 we achieved a significant reduction in our total labour resource, more efficient
business operations and improved supply chain management. We also continued to reduce the number of
IT incidents across the network as well as improving its reliability.
We have reduced the number of IT incidents across the network by 33% over the last two years.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 33
REVIEW OF THE YEAR
OUR CORPORATE RESPONSIBILITY
Our corporate responsibility
|
|
|
|
|
Helping tackle climate change |
|
|
|
|
|
Developing sustainable customer solutions |
|
|
|
|
|
Enabling skills for an inclusive society |
|
|
|
|
|
Charity support |
|
|
|
|
|
Our corporate responsibility risks |
|
|
|
|
|
Recognition of our contribution |
|
|
|
|
|
Further information |
We have a long track record of acting responsibly. We have established policies on equal
opportunities, fair pay and anti-bullying. Our environmental management system dates back to 1991,
and during 2010 we celebrated the tenth anniversary of our ISO14001 certification. We have been
providing solutions for our older and less able customers since 1984.
Our statement of business practice, The Way We Work, provides the principles to which all our
people are expected to comply, and is championed by senior executives throughout BT.
We want to make a difference to some of the global challenges society faces, and are focusing
our activities on three key areas: climate change; developing sustainable customer solutions; and
enabling skills for an inclusive society.
This year we invested money, time and in-kind contributions worth £26.4m supporting
responsible and sustainable business activities, meeting our commitment to invest at least 1% of
group pre-tax profits.
Our target for 2011 is to maintain a minimum investment of 1% of underlying pre-tax profits in
our community.
Community investment
(£m)
We meet the guidelines of the Association of British Insurers in reporting on social
performance and have also applied the Prince of Wales Accounting for Sustainability reporting
framework.
Helping tackle climate change
We can play a significant role helping our customers in the move to a low carbon economy, and
can already see the start of this transition with growing customer demand for lower carbon products
and services reducing costs, improving energy efficiency and boosting productivity.
At the same time, we need to continue to minimise our own carbon footprint, and have set
ourselves one of the most aggressive corporate emissions reduction targets in the world to help
transform BT into a less carbon-intensive business. By 2020 we aim to have reduced the carbon
intensity of our global business by 80% compared with our 1997 base year.
BT Operate is responsible for BTs energy policy, including reducing carbon emissions (see Our
lines of business BT Operate on page 33).
Developing sustainable customer solutions
Our work in this area has two elements: embedding sustainability, and supporting the low carbon
economy. Our sustainability framework is now part of BTs portfolio development process, comprising
environmental, economic and societal criteria. Our series of detailed standards help our product
teams source products with a lower environmental impact, and we are working with industry bodies to
raise standards across the global IT supply chain. Our centre of excellence for inclusive design
helps BT product designers embed inclusive design principles from the beginning of the development
process, and incorporate accessibility features across our consumer product range.
We broadened our ethical key performance indicator this year to help measure the impact of our
ethics training and other activities designed to raise employee awareness of our policies on issues
such as bribery and corruption, and receiving or offering hospitality. Our result for the first
year was 3.58 out of five.
We have been working to develop our market propositions supporting the low carbon economy. The
table below shows the value of customer contract bids which include a sustainability element.
Financial performance
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2010 |
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2009 |
a |
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2008 |
a |
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Customer bids with a
sustainability element |
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£2.1bn |
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£1.5bn |
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£2.6bn |
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a |
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We have improved the way we collect this data during the year and have restated
2009 and 2008 figures. |
Enabling skills for an inclusive society
We want everyone to share the benefits of communications technology. Our inclusive society
programme promotes inclusion by making our products readily available, affordable and easy to use;
increasing communication and IT skills through community investment programmes; and creating an
inclusive culture across BT.
34 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR CORPORATE RESPONSIBILITY
During the last year, we have been working to identify the skills our people need to integrate
sustainability fully into their development and business decisions.
Through our digital inclusion projects we work with partners to help older people,
disadvantaged communities and individuals gain IT skills they can use to improve their lives.
Our programmes to target barriers to digital inclusion in 2010 included the BT Internet Rangers
website, providing tools for young people to teach older relatives how to use the internet; BT
Community Connections, providing laptops, broadband and IT equipment to community organisations in
deprived areas across the UK and the Republic of Ireland; and our work with Katha, an education
charity, which is bringing IT education and training to disadvantaged children in India in Delhis
poorest communities at the Katha Information Technology E-Commerce School. With our help, since
2001 Katha has awarded more than 16,000 IT certificates of which 54% went to girls and women.
As one of six London 2012 Sustainability Partners we want to leave a lasting legacy by making
the most of what we do best - bringing people together using eco-efficient technologies.
Charity support
BT works with strategic charity partners in the UK as well as local charities across Europe and
the Americas. Our people gave £2.5m to charity in 2010, matched by a BT contribution of £1m.
Our strategic charity partner in the UK is ChildLine, an organisation that provides support
for children and young people, including a 24-hour helpline. We support ChildLine through strategic
and technical support, fundraising, and by donating money, equipment and expertise. BT people also
volunteer as ChildLine counsellors.
BT has invested £1.5m in Inspiring Young Minds, a three-year strategic partnership with UNICEF
which brings education, IT and communication skills to disadvantaged children in South Africa,
Brazil and China.
The programme started in South Africa in 2007, was expanded to Brazil a year later and in 2010
the initiative was launched in China. In its first year in China, more than 6,600 students at 40
schools in poorer areas have had access to IT equipment through the programme. In 2011, the
equipment will be used to enable cultural exchanges and remote learning between the students of the
Hong Kong Polytechnic University and those in mainland China.
We are providing support over two years to One Economy, a new digital literacy partnership in
the US, to help young people teach adults how to use the internet.
We use our communications expertise to support fundraising telethons including Children in
Need, Comic Relief, Sport Relief and the Disasters Emergency Committee (DEC). We helped raise more
than £100m in 2010 by providing equipment; telephony and network management; call centres and BT
people to take calls/donations; an online giving platform; and communications and PR support.
The ongoing partnership between Openreach and I CAN, the childrens communication charity,
aims to ensure that everyone in contact with children up to the age of 11 knows how important
communication is, what communication difficulties look like and what they can do to help.
BT people take calls/donations for Sport Relief and other telethons
Our corporate responsibility (CR) risks
We quantify the most significant social, environmental and ethical risks to BT in our CR risk
register. This is updated twice a year and reviewed annually by our Board and our external
Leadership Advisory Panel.
We currently have seven CR risks which we monitor and report on, four of which are managed by
the CR risk forum:
4 |
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Mitigating climate change impacts such as increased costs associated with
changing legislation |
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4 |
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Adapting our business to reduce our exposure to the direct impacts of climate
change, such as severe weather |
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4 |
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The effect of diversity on employee relations and customer service |
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4 |
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Unacceptable supply chain working conditions. |
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We manage the following three CR risks at group level: |
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4 |
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Health and safety risks to employees and the
public exposed to BT operations |
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4 |
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Breach of integrity leading to a loss of trust in BT |
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4 |
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Loss of trust caused by unintended release of private customer data which is part of our Security
and resilience risk (see Our risks on page 37). |
Each of these seven CR risks has a senior management owner and a mitigation strategy in place.
Aside from the loss of trust caused by unintended release of private customer data, these CR risks
are not regarded as material in relation to the group, and consequently are not included in Our
risks on page 36.
Recognition of our contribution
We have been ranked seventh in the list of 60 top green businesses in Britain in this years
Best Green Companies Awards announced by The Sunday Times, and won a number of awards for CR,
including the prestigious Queens Award for Enterprise for Sustainable Development and Business in
the Communitys Community Mark and platinum plus recognition. We have been in the top 5% of our
sector in the Dow Jones Sustainability Index for the last nine years.
Further information
More detailed information about our CR and sustainability performance is available on our
independently verified 2010 sustainability report at www.bt.com/betterworld
BT GROUP PLC ANNUAL REPORT & FORM 20-F 35
REVIEW OF THE YEAR
OUR RISKS
Our risks
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Principal risks and uncertainties |
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Competitive activity |
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Global economic and credit market conditions |
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Regulatory controls |
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Major contracts |
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Security and resilience |
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Pensions |
Principal risks and uncertainties
In common with all businesses, BT is affected by a number of risks and uncertainties, not all
of which are wholly within our control. Although many of the risks and uncertainties 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 and uncertainties affecting our
business but it is not intended to be an extensive analysis of all risk and uncertainty affecting
our business. Some may be unknown to us and others, 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.
We have a defined enterprise-wide risk management process for identifying, evaluating and
managing the significant risks faced by the group. The key features of the risk management process
are provided in Internal control and risk management on page 80. The group risk register captures
the most significant risks facing the business. Each risk is assigned a senior management owner
responsible for monitoring and evaluating the risk and the mitigation strategies. The group risk
register has been reviewed by the Operating Committee before being reviewed and approved by the
Board. The principal risks below are all identified on the group risk register.
The principal risks and uncertainties should be considered in conjunction with the risk
management process, the forward-looking statements for this document and the Cautionary statement
regarding forward-looking statements on page 156.
Competitive activity
As detailed on page 15, we operate in markets which are characterised by high levels of
competition. While there are many
factors which contribute to the high level of competition the prominent factors include regulatory
intervention which is focused on promoting competition, technology substitution, market and service
convergence, customer churn, declining levels of market differentiation, declining market growth
rates and the emergence of competitors with distinctive and non replicable sources of competitive
advantage.
BT faces a number of challenges in relation to growing revenues. A distinct challenge is that
our UK voice and connectivity business is a mature business subject to price deflation and
declining or negative market growth rates leading to declining revenues, margins and cashflow. The
net effect is that we increasingly have to look beyond the UK voice and connectivity market to secure profitable revenue growth
from adjacent markets, both inside and outside the UK. This in turn is dependent on developing
strong and advantaged competitive positions in attractive product and service markets. As well as
looking beyond the UK and voice and connectivity market we also need to deliver major new
investments (e.g. super-fast broadband) which will not only help us defend existing revenues but
also open up new adjacent markets for us to penetrate. These new areas of growth carry associated
risks including high investment in development and launch and might not yield the necessary returns
or offset declining revenues in our traditional business.
Global economic and credit market conditions
Whilst there have been improvements in the UK and global economies during 2010, the level of
business activity could be impacted by continued economic uncertainty and could lead to a reduction
in revenue, profitability and cash generation. In common with many other businesses, our financial
performance could also be impacted by increased exposure to the default of customers and suppliers
if economic conditions do not continue to improve. In achieving our goals, we are dependent on a
number of partners, contractors and suppliers and therefore are at risk of loss of revenue,
increased cost, delays and possibly associated penalties in the event of their failure.
However, unfavourable economic conditions may arise which could impact our ability to generate
sufficient cash flow or access capital markets to enable us to service or repay our indebtedness or
to fund our other liquidity requirements. We may be required to refinance all or a portion of our
indebtedness on or before maturity, reduce or delay capital expenditure or seek additional capital.
Refinancing or raising additional financing may not be available on commercially reasonable terms
or at all. Our inability to continually generate sufficient cash flow to satisfy our debt service
obligations, or to refinance debt on commercially reasonable terms, may adversely affect our
business, financial condition, results of operations and prospects.
Regulatory controls
Some of our activities continue to be subjected to significant price and other regulatory
controls which may affect our market share, competitive position and future profitability.
Many of our wholesale fixed network activities in the UK are subject to significant regulatory
controls which are reviewed periodically. The controls regulate, among other things, the prices we
may charge for many of our services and the extent to which we
36 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OUR RISKS
have to provide services to other CPs. In recent years the effect of these controls has required us
to reduce our prices, although in some recent cases, prices have been allowed to increase in real
terms. We cannot provide assurance to our shareholders that the regulatory authorities will not
increase the severity of the price controls, extend the services to which controls apply or extend
the services which we have to provide to other CPs. These controls may adversely affect our market
share, our ability to compete and our future profitability.
Wholesale customers may also raise disputes with Ofcom, seeking lower prices on wholesale
services which are not subject to direct price control.
Major contracts
We have a number of complex and high value contracts with customers. The profitability of these
contracts is subject to a number of factors including: variation in cost and achievement of cost
reductions anticipated in the contract pricing both in scale and time; delays in delivery or
achieving agreed milestones owing to factors either within or outside of our control; changes in
customers requirements, budgets, strategies or businesses; the performance of our suppliers and
other factors. Any of these factors could make a contract less profitable or even loss making.
In
2009 a failure to achieve anticipated cost savings made a number of our major contracts less
profitable or even loss making, adversely impacting our profits. Contract and financial reviews
were undertaken in BT Global Services, and resulted in our taking a more cautious view of the
recognition of expected and future cost efficiencies, revenues and other changes in underlying
assumptions and estimates, particularly in light of the economic outlook, resulting in contract and
financial review charges of £1,639m being recognised.
As detailed on page 22, during 2010 we have taken actions and implemented a number of
improvements to significantly enhance contract management, risk management and performance.
Independent review teams provide additional assurance on our most significant contracts. Whilst
progress has been made, and no significant charges in relation to major contracts were incurred in
2010, there is still a risk that further contract charges could arise in the future due to the
impact of any of the factors identified above.
The degree of risk increases generally in proportion to the scope and life of the contract and
is typically higher in the early stages. Some customer contracts require significant investment in
the early stages, which is expected to be recovered over the life of the contract. Major contracts
often involve the implementation of new systems and communications networks, transformation of
legacy networks and the development of new technologies. The recoverability of these capital costs
may be adversely impacted by delays or failure to meet milestones. Substantial performance risk
exists in these contracts, and some or all elements of performance depend upon successful
completion of the transition, development, transformation and deployment phases. Failure to manage
and meet our commitments under these contracts, as well as changes in customers requirements,
budgets, strategies or businesses, during the contract term, may lead to a reduction in our
expected and future revenue, profitability and cash generation. We may lose significant customers
due to merger or acquisition, change of customer strategy, business failure or contract expiry.
Failure to replace the revenue and earnings from lost customers could reduce revenue and
profitability.
Security and resilience
BT is critically dependent on the secure operation and resilience of its information systems,
networks and data.
Any significant failure or interruption of such data transfer as a result of factors outside
our control could have a material adverse effect on the business and our results from operations.
We have a corporate resilience strategy and business continuity plans in place, designed to deal
with such catastrophic events including, for example, major terrorist action, industrial action,
cyber-attacks or natural disasters. A failure to deliver that strategy may lead to a reduction in
our profitability and there can be no assurance that material adverse events will not occur.
The scale of our business and global nature of our operations means we are required to manage
significant volumes of personal and commercially sensitive information. BT stores and transmits
data for its own purposes and on behalf of customers, all of which needs to be safeguarded from
potential exposure, loss or corruption, and therefore receives a high level of management attention and security
measures. Any material failure could significantly damage our reputation and could lead to a loss
of revenues, cancellation of contracts, penalties and additional costs being incurred.
Pensions
We have a significant funding obligation to a defined benefit pension scheme.
Declining investment returns, longer life expectancy and regulatory changes may result in the
cost of funding BTs defined benefit pension scheme (BTPS) becoming a significant burden on our
financial resources.
The triennial funding valuation of the BTPS at 31 December 2008 and associated recovery plan
has been agreed with the Trustee. Under this prudent funding valuation basis the deficit is £9bn.
BT and the Trustee have agreed a 17 year recovery plan with the first three years payments being
£525m. The payment in 2013 will be £583m, then increasing by 3% per annum.
Whilst the valuation and the recovery plan have been agreed with the Trustee, they are
currently under review by the Pensions Regulator. However, the Pensions Regulators initial view is
that they have substantial concerns with certain features of the agreement. The Pensions Regulator
has indicated it will discuss its position with us once they have completed their review.
Accordingly, as matters stand, it is uncertain as to whether the Pensions Regulator will take any
further action. This uncertainty is outside of our control.
The results of future scheme valuations and associated funding requirements will be impacted
by the future performance of investment markets, interest and inflation rates and the general trend
towards longer life expectancy, as well as regulatory changes, all of which are outside our
control.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 37
REVIEW OF THE YEAR
OTHER INFORMATION
Other information
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Regulation |
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Our relationship with HM Government |
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Legal proceedings |
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Acquisitions and disposals |
Regulation
Innovation in communications markets continues at a high level, driven by consumer needs and
new technology. Convergence is maturing, and consumers routinely buy bundles of fixed, mobile,
broadband and TV services. In July 2009, we announced our ambitious plans for fibre-based broadband
deployment, underpinned by significant investments. The UK communications market is highly
competitive and as a result, in 2010 many of our retail services were deregulated (see Significant
market power designations). Regulatory evolution needs to keep pace with these developments,
allowing further deregulation where effective competition exists, encouraging investment and
rewarding risk-taking in new markets such as fibre-based broadband, and ensuring that any new
regulation is only applied where necessary.
Regulation in the UK
Electronic communications regulation in the UK is conducted within a framework set out in
various EU directives, regulations and recommendations. The framework was recently reviewed and
amended directives are expected to be implemented by late May 2011 in the UK and other EU member
states.
Ofcom
Ofcom was set up under the Office of Communications Act 2002 to provide a single, seamless approach
to regulating the entire UK 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.
Ofcom regulation takes the form of sets of conditions laid down 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 Ofcom has designated as universal service providers or having significant market power (SMP)
in a particular market.
Conditions applying to all providers
Although these general conditions are concerned mainly with consumer protection, they also include
requirements relating to general access and interconnection; standards; emergency planning; the
payment of administrative charges; the provision of information to Ofcom; and numbering. A separate
condition regulates the provision of premium rate services. The Electronic Communications Code applies to all
CPs authorised to carry out streetworks and similar activities for network provision. It requires
CPs with apparatus on or in the public highway to identify potential liabilities and, where
appropriate, to make financial provision to cover any damage caused by work they carry out, and for
the removal of their networks in the event of liquidation or bankruptcy. BT has provided the
required certificate of compliance to Ofcom in accordance with this requirement.
Conditions applying to BT
Universal service obligations (USO) are defined in an order issued by the Secretary of State. BT is
the designated supplier of universal service for the UK, excluding the Hull area where Kingston
Communications is the designated provider. Our primary obligation is to ensure that basic fixed
line services are available at an affordable price to all citizens and consumers in the UK. Other
conditions relate to payphones and social needs schemes.
We understand that the UK Governments plans for the digital economy, prior to the May 2010
election, are expected to create a fund of £200m that will be available via competitive tender to
bidders in order to deliver the Governments universal service commitment (USC) to provide a 2Mb/s
broadband connection. This is not part of BTs USO, but BT is likely to be one of the providers
eligible to bid for such funds. The procurement process for allocation of the funds for the USC is
currently expected to be administered by a new Government body known as Broadband Delivery UK.
Significant market power designations
Ofcom is also required by EU directives to review relevant markets regularly, and determine whether
any CP has SMP in those markets. Where Ofcom finds that a provider has SMP, it must impose
appropriate remedies that may include price controls. In 2010 Ofcom completed its market review of
fixed narrowband retail services in relation to the supply of consumer and business telephone lines
and voice calls. Ofcom concluded that BT no longer had SMP in these markets (except for digital
exchange lines, although Ofcom is currently consulting on a market review/charge control for ISDN30
lines), which resulted in BT having greater freedom to package and price those services as we
choose. Ofcom also completed its review of wholesale narrowband services markets and concluded that
BT retained SMP in certain defined markets for example, the provision of wholesale exchange
lines, call origination and interconnect links but not in local-to-tandem conveyance where BTs
activities became deregulated. BT is also deemed to have SMP in other markets such as wholesale
leased lines. In the 2010 calendar year, Ofcom will conduct market reviews, which are currently
underway, of the Wholesale Local Access (WLA) and the Wholesale Broadband Access (WBA) markets,
covering products such as LLU and IPStream. Ofcoms WLA proposals include new obligations on BT to
provide a fibre-based Virtual Unbundled Local Access (VULA) product and an obligation to share our
ducts and poles for fibre-based broadband purposes. Openreach already offers a product that we
believe meets the requirements for VULA and we have said BT will share its ducts and poles with
other CPs. In the WBA market, Ofcom proposes to increase the size of the mainly urban deregulated
geographic market, and to introduce price regulation in the remainder of the country with a price
control to cover rural areas.
38 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR OTHER INFORMATION
SMP charge controls
As a result of SMP designations, the charges we can make for a number of wholesale services are
subject to regulatory controls which are designed to ensure that our charges are reasonably derived
from costs, plus an appropriate return on capital employed.
These include:
4 |
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network charge controls
(NCC) on wholesale interconnect services we operate under interconnection agreements with most
other CPs |
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4 |
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partial private circuits (PPC) charge controls applying to certain wholesale leased lines
that BT provides to other network operators |
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4 |
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certain wholesale Ethernet access and backhaul services |
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4 |
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LLU and WLR. |
Regulatory decisions by Ofcom are liable to appeal. Other CPs are currently appealing Ofcom
decisions on wholesale leased lines, LLU and WLR charge controls.
Ofcom is currently consulting on market reviews/charge controls for ISDN30 and WBA (see
Significant market power designations on page 38).
In December 2009, Ofcom published a consultation document about how BTs costs of providing
pensions benefits should be treated in regulatory charges. Ofcom is expected to consult further
later in the 2010 calendar year, and conclude its review towards the end of the year. Ofcom would
then look to implement any revised approach in setting charge controls moving forward.
BTs Undertakings
In response to Ofcoms 2005 strategic review of telecommunications, we proposed a number of
legally-binding Undertakings under the Enterprise Act 2002 (Enterprise Act). These Undertakings,
which included the creation of Openreach, were accepted by Ofcom and came into force in September
2005. The Undertakings are intended to deliver clarity and certainty to the UK telecommunications
industry about the way BT will provide upstream regulated products to support effective and fair
competition in related downstream markets. Ofcom acknowledges that BTs delivery of the
Undertakings has enabled deregulation in more competitive downstream markets. The Undertakings do
need to evolve in light of market developments and variations have been agreed in 2010 to assist
delivery of fibre-based broadband, and to reschedule timescales for the delivery of operational
systems separation and the migration of BTs installed base to the same, equivalent base as other
CPs.
Business rates
The European Commission formally investigated the way the UK Government set the rates payable on
BTs infrastructure and those paid by Kingston Communications, and whether or not the UK Government
complied with European Community Treaty rules on state aid. The Commission concluded in October
2006 that no state aid had been granted. The Commissions decision was appealed. Judgement on the
appeal has not yet been given but we continue to believe that any allegation of state aid is
groundless and that the appeal will not succeed.
Regulation outside the UK
BT must comply with the regulatory regimes in the countries in which we operate and this can
have a material impact on our business.
European Union
Communications regulation in each EU country is conducted within the regulatory framework
determined by EU directives, regulations and recommendations. The manner and speed with which the
existing directives have been implemented vary from country to country. National regulators are
working together in the Body of European Regulators for Electronic Communications to introduce
greater harmonisation in their approach to the assessment of SMP and the imposition of appropriate
remedies. BT does not have USO outside the UK, although in certain member states we may be required
to contribute towards an industry fund to pay for the cost of meeting such obligations.
The rest of the world
The vast majority of the communications markets in which we operate around the world are subject to
regulation. The degree to which these markets are liberalised varies widely, and our ability to
compete is constrained, to a greater or lesser degree, in many countries. We continue to press
incumbent operators and their national regulatory authorities around the world (including in the
EU) for cost-related non discriminatory wholesale access to their networks, where appropriate, and
for advance notice of any changes to their network design or technology which would have an impact
on our ability to serve our customers.
Competition law
In addition to communications industry-specific regulation, BT is subject to the Competition Act
1998 (Competition Act) in the UK and to EU competition law.
Our relationship with HM Government
We can be required by law to do certain things and provide certain services for the UK
Government. For example, under the Communications Act, we (and others) can be required to make and
implement plans for the provision or restoration of services in connection with disasters.
Additionally, under the Civil Contingencies Act 2004, the UK Government can impose obligations on
us (and others) at times of emergency and in connection with civil contingency planning. Also, the
Secretary of State can require us to take certain actions in the interest of national security and
international relations.
Legal proceedings
We do not believe that there is any single current court action that would have a material
adverse effect on the financial position or operations of the group. However the aggregate volume
and value of legal actions to which we are a party has increased significantly during 2010.
There have been criminal proceedings in Italy against 21 defendants, including a former BT
employee, in connection with the Italian UMTS (universal mobile telecommunication system) auction
in 2000. 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
BT GROUP PLC ANNUAL REPORT & FORM 20-F 39
REVIEW OF THE YEAR OTHER INFORMATION
by the Rome Public Prosecutor. All the other defendants were also acquitted. The Public Prosecutor
has appealed the courts decision. The appeal was unsuccessful and no damages follow.
Acquisitions and disposals
We actively review our portfolio of assets and acquisition opportunities in our target markets.
We will consider acquiring companies if they bring us skills, technology, geographic reach or
time-to-market advantage for new products and services.
2010
During 2010, there were no acquisitions.
In August 2009 BT transferred its consumer and SME broadband and voice customer base in the
Republic of Ireland to Vodafone, and agreed to provide wholesale network services to underpin
Vodafones business over a seven-year period. We also completed a number of other minor disposals
in 2010.
Prior to 2010
The BT of today was largely created by a restructuring of the company in the 2002 financial
year. This restructuring involved a
rights issue (raising £5.9bn), the demerger of O2 (comprising
BTs wholly-owned mobile assets in Europe), the disposal of significant non core businesses and
assets, the unwinding of Concert (our joint venture with AT&T), and the creation of customer-facing
lines of business.
During 2009, we completed a number of acquisitions, including:
4 |
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Wire One Holdings Inc (one of the leading providers of videoconferencing solutions in the US) |
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4 |
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Ufindus Ltd (one of the UKs leading online business directories) |
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4 |
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Ribbit Corporation (a Silicon Valley-based Telco 2.0 platform company) |
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4 |
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Stemmer GmbH and SND GmbH (two German companies constituting the enterprise IT
services segment of net AG, listed on the Frankfurt Stock Exchange). |
We also completed a number of other transactions in 2009, including:
4 |
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an agreement with
Sekunjalo Investments Limited, under which Sekunjalo became a 30% shareholder in BTs South African business |
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4 |
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an extension of the geographic scope of our joint venture with Enìa SpA in Parma, Italy,
and an increase of our stake in the joint venture from 55% to 59.5% |
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4 |
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the acquisition of the
remaining shares of Net2S SA, a publicly-traded IT services company listed in France, other than
certain treasury shares and locked-up shares issued under employee share plans (we had acquired
over 91% of the outstanding issued share capital of Net2S SA in 2008). |
40 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR
FINANCIAL REVIEW
Financial review
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Principal accounting policies, critical accounting estimates and key judgements |
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Summarised group income statement |
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Financial results |
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Financial position and resources |
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Liquidity |
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Funding and capital management |
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Alternative performance measures |
In the Financial review we discuss the financial results of the group for 2010, 2009 and 2008.
We explain financial performance using a variety of measures, some of which are not defined under
IFRS, and are therefore termed non-GAAP measures. These measures are in addition to, and
supplement, those prepared in accordance with IFRS. In particular, in this Financial review, we
principally discuss the groups results on an adjusted basis. The rationale for using adjusted
measures is explained on page 55. Results on an adjusted basis are presented before specific items,
the contract and financial review charges recognised within BT Global Services in 2009 and net
interest on pensions. Specific items are analysed and discussed separately in this Financial review
on pages 45 and 46.
The other non-GAAP measures we use in this Financial review are underlying
revenue, underlying operating costs, underlying capital expenditure, free cash flow and net debt.
Each of these measures is discussed in more detail on pages 54 to 56.
In the Financial review, references to 2010, 2009, and 2008 are to the financial years
ended 31 March 2010, 2009 and 2008, respectively. References to the year and the current year
are to the year ended 31 March 2010.
Principal accounting policies, critical accounting estimates and key judgements
Our principal accounting policies are set out on pages 87 to 95 of the consolidated financial
statements and conform with IFRS. These policies, and applicable estimation techniques, have been
reviewed by the directors who have confirmed them to be appropriate for the preparation of the 2010
consolidated financial statements.
We, in common with virtually all other companies, use estimates in the preparation of our
consolidated financial statements. The most sensitive estimates affecting our consolidated
financial statements are in the areas of assessing the stage of completion
and likely outcome under long-term contracts; assessing the level of interconnect income with and
payments to other telecommunications operators; making appropriate long-term assumptions in
calculating pension liabilities and costs; establishing asset lives of property, plant and
equipment and software for depreciation and amortisation purposes; calculating current and deferred
tax assets and liabilities; making appropriate medium-term assumptions for goodwill impairment
reviews; determining the fair values of certain financial instruments; providing for doubtful
debts; and estimating the value of provisions. Details of critical accounting estimates and key
judgements are provided in the accounting policies on pages 93 and 94.
Line of business results
The financial performance of each of the customer-facing lines of business for 2010, 2009 and
2008 is discussed in the Review of the year. We measure the financial performance of BT Global
Services, BT Retail, BT Wholesale and Openreach on an adjusted basis being revenue, EBITDA and
operating profit, all stated before specific items. For BT Global Services adjusted EBITDA also
excludes the impact of the contract and financial review charges recognised in 2009. For further
discussion of these items, see pages 54 to 56. A reconciliation of adjusted EBITDA to group
operating profit (loss) by customer-facing line of business, and for the group, is provided in
Segment information, note 1 to the consolidated financial statements on page 102.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 41
REVIEW
OF THE YEAR FINANCIAL REVIEW
Summarised group income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
b |
|
2008b |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
20,911 |
|
|
|
21,431 |
|
|
|
20,704 |
|
|
Specific items |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
Contract and financial review charges |
|
|
|
|
|
|
(41 |
) |
|
|
|
|
|
|
Reported |
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
378 |
|
|
|
352 |
|
|
|
359 |
|
|
Specific items |
|
|
2 |
|
|
|
(13 |
) |
|
|
(10 |
) |
|
|
Reported |
|
|
380 |
|
|
|
339 |
|
|
|
349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
(18,689 |
) |
|
|
(19,435 |
) |
|
|
(18,168 |
) |
|
Specific items |
|
|
(427 |
) |
|
|
(395 |
) |
|
|
(529 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,598 |
) |
|
|
|
|
|
|
Reported |
|
|
(19,116 |
) |
|
|
(21,428 |
) |
|
|
(18,697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
2,600 |
|
|
|
2,348 |
|
|
|
2,895 |
|
|
Specific items |
|
|
(477 |
) |
|
|
(408 |
) |
|
|
(539 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,639 |
) |
|
|
|
|
|
|
Reported |
|
|
2,123 |
|
|
|
301 |
|
|
|
2,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
(890 |
) |
|
|
(933 |
) |
|
|
(798 |
) |
|
Specific items |
|
|
11 |
|
|
|
|
|
|
|
|
|
Net interest on pensions |
|
|
(279 |
) |
|
|
313 |
|
|
|
420 |
|
|
|
Reported |
|
|
(1,158 |
) |
|
|
(620 |
) |
|
|
(378 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of post tax profits (losses) of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
25 |
|
|
|
39 |
|
|
|
(11 |
) |
|
Specific items |
|
|
29 |
|
|
|
36 |
|
|
|
|
|
|
|
Reported |
|
|
54 |
|
|
|
75 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit on disposal of associates and joint ventures specific items |
|
|
(12 |
) |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
1,735 |
|
|
|
1,454 |
|
|
|
2,086 |
|
|
Specific items |
|
|
(449 |
) |
|
|
(372 |
) |
|
|
(530 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,639 |
) |
|
|
|
|
Net interest on pensions |
|
|
(279 |
) |
|
|
313 |
|
|
|
420 |
|
|
|
Reported |
|
|
1,007 |
|
|
|
(244 |
) |
|
|
1,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation credit (charge) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
(398 |
) |
|
|
(361 |
) |
|
|
(455 |
) |
|
Specific items |
|
|
342 |
|
|
|
43 |
|
|
|
343 |
|
Contract and financial review charges |
|
|
|
|
|
|
459 |
|
|
|
|
|
Net interest on pensions |
|
|
78 |
|
|
|
(88 |
) |
|
|
(126 |
) |
|
|
Reported |
|
|
22 |
|
|
|
53 |
|
|
|
(238 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
1,337 |
|
|
|
1,093 |
|
|
|
1,631 |
|
|
Specific items |
|
|
(107 |
) |
|
|
(329 |
) |
|
|
(187 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,180 |
) |
|
|
|
|
Net interest on pensions |
|
|
(201 |
) |
|
|
225 |
|
|
|
294 |
|
|
|
Reported |
|
|
1,029 |
|
|
|
(191 |
) |
|
|
1,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusteda |
|
|
17.3p |
|
|
|
14.1p |
|
|
|
20.2p |
|
|
Specific items |
|
|
(1.4)p |
|
|
|
(4.3)p |
|
|
|
(2.4)p |
|
Contract and financial review charges |
|
|
|
|
|
|
(15.3)p |
|
|
|
|
|
Net interest on pensions |
|
|
(2.6)p |
|
|
|
3.0p |
|
|
|
3.7p |
|
|
|
Reported |
|
|
13.3p |
|
|
|
(2.5)p |
|
|
|
21.5p |
|
|
|
|
|
|
a |
|
Adjusted revenue, adjusted other operating income, adjusted operating costs,
adjusted operating profit, adjusted net finance expense, adjusted share of post tax profits
(losses) of associates and joint ventures, adjusted profit (loss) before taxation, adjusted
taxation credit (charge), adjusted profit (loss) for the year and adjusted basic earnings (loss)
per share are non-GAAP measures provided in addition to the disclosure requirements defined under
IFRS. The rationale for using non-GAAP measures is explained on pages 54 to 56. |
|
b |
|
Restated. See page 94. |
42 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
Financial results
Group revenue
Revenue decreased by 2% to £20,859m in 2010 (2009: 3% increase). Favourable foreign exchange
movements and the impact of acquisitions contributed £297m and £31m, respectively, to revenue in
2010. Excluding these, adjusted revenue decreased by 4% to £20,911m in 2010.
Movement in adjusted revenue
(£m)
Products and services revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009a |
|
|
2008a |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Managed solutions |
|
|
6,581 |
|
|
|
6,390 |
|
|
|
5,293 |
|
Broadband and convergence |
|
|
2,678 |
|
|
|
2,617 |
|
|
|
2,549 |
|
Calls and lines |
|
|
6,293 |
|
|
|
6,862 |
|
|
|
7,404 |
|
Transit, conveyance,
interconnect, WLR,
global carrier and other
wholesale products |
|
|
2,957 |
|
|
|
3,244 |
|
|
|
3,329 |
|
Other products and services |
|
|
2,402 |
|
|
|
2,318 |
|
|
|
2,129 |
|
|
|
|
|
Adjusted revenue |
|
|
20,911 |
|
|
|
21,431 |
|
|
|
20,704 |
|
Specific items |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
Contract and financial review
charges |
|
|
|
|
|
|
(41 |
) |
|
|
|
|
|
|
|
|
Revenue |
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
|
|
|
|
|
a |
|
Restated. See page 101. |
Managed solutions
Managed solutions revenue, which comprises networked IT services, MPLS and managed network services
(MNS) increased by 3% to £6,581m in 2010. This was mainly due to an increase in MNS revenue in BT
Wholesale and growth in MPLS revenue in BT Global Services, offset by a decline in networked IT
services revenue, reflecting the challenging economic conditions. In 2009 managed solutions revenue
increased by 21%, driven by growth in revenue from networked IT services and MPLS.
Broadband and convergence
Broadband and convergence comprises consumer and wholesale broadband, LLU, mobile and wi-fi
services and other broadband based products, such as BT Vision. Broadband and convergence revenue
increased by 2% to £2,678m in 2010 due to growth in broadband revenue in BT Retail and BT Global
Services and an increase in LLU revenue in Openreach. This was offset by a decline in broadband revenue in BT
Wholesale, reflecting the continuing trend of CPs continuing to switch to LLU provided by
Openreach.
Calls and lines
Calls and lines revenue comprises the revenue from the connection and rental of exchange and ISDN
data lines, associated call traffic and also the provision of private circuits. Calls and lines
revenue decreased by 8% to £6,293m in 2010, compared with a decline of 7% in 2009. The decline in
2010 reflects the challenging market conditions, particularly in the business sector.
Transit, conveyance, interconnect, WLR, global carrier and other wholesale products
Revenue from UK transit, conveyance, interconnect circuits, WLR, global carrier and other wholesale
products decreased by 9% to £2,957m in 2010, compared with a decrease of 3% in 2009, primarily due
to the impact of mobile termination rate reductions, the continued decline in low margin transit
volumes and lower conveyance volumes.
Other products and services
Other products and services principally comprises BT Global Services revenue from non UK global
products and BT Retail revenue from conferencing, directories, payphones and other select services.
Revenue from other products and services increased by 4% to £2,402m in 2010, compared with an
increase of 9% in 2009.
Revenue by products and services
(£bn)
Other operating income
Other operating income was £380m in 2010 an increase of 12% (2009: 3% decrease). The increase
in 2010 was principally due to an increase in scrap and cable recoveries and settlements. The
decrease in 2009 was largely due to lower income from the sale of intellectual property rights,
licences, vehicles and other assets, partially offset by higher income from the sale of scrap and
cable recovery.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 43
REVIEW OF THE YEAR FINANCIAL REVIEW
Transforming our cost base
We have continued our drive to reduce costs across our business and deliver absolute levels of
cost reduction. During 2010, our cost transformation activities have delivered a reduction of
£1,752m (9%) in total underlying capital expenditure and operating costs.
Movement in total underlying costsa
(£m)
|
|
|
a |
|
Underlying costs exclude specific items, leaver costs, depreciation and
amortisation, foreign exchange movements and acquisitions. |
|
b |
|
Comprises payments to telecommunications operators. |
Operating costs
Operating costs decreased by 11% in 2010 to £19,116m (2009: 15% increase). Adjusted operating
costs decreased by 4% in 2010 to £18,689m compared with an increase of 7% in 2009. Adjusted
operating costs in 2010 include the impact of unfavourable foreign exchange rate movements of £342m
and the impact of acquisitions of £32m. Excluding these, underlying adjusted operating costs
reduced by 6% compared with 2009. The reduction reflects the successful delivery of the groups
cost saving initiatives by all lines of business. The group has reduced total labour resource by
around 20,000 in 2010, mostly in the area of indirect labour, including agency and contractors.
The components of the groups operating costs are shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Staff costs before leaver costs |
|
|
4,862 |
|
|
|
5,412 |
|
|
|
5,231 |
|
Leaver costs |
|
|
142 |
|
|
|
204 |
|
|
|
127 |
|
|
|
|
|
Staff costs |
|
|
5,004 |
|
|
|
5,616 |
|
|
|
5,358 |
|
Own work capitalised |
|
|
(575 |
) |
|
|
(673 |
) |
|
|
(724 |
) |
|
|
|
|
Net staff costs |
|
|
4,429 |
|
|
|
4,943 |
|
|
|
4,634 |
|
Depreciation |
|
|
2,304 |
|
|
|
2,249 |
|
|
|
2,410 |
|
Amortisation |
|
|
735 |
|
|
|
641 |
|
|
|
479 |
|
Payments to
telecommunications
operators |
|
|
4,083 |
|
|
|
4,266 |
|
|
|
4,237 |
|
Other operating costs |
|
|
7,138 |
|
|
|
7,336 |
|
|
|
6,408 |
|
|
|
|
|
Adjusted operating costs |
|
|
18,689 |
|
|
|
19,435 |
|
|
|
18,168 |
|
Specific items |
|
|
427 |
|
|
|
395 |
|
|
|
529 |
|
Contract and financial
review charges |
|
|
|
|
|
|
1,598 |
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
19,116 |
|
|
|
21,428 |
|
|
|
18,697 |
|
|
|
|
|
Staff costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009a |
|
|
2008a |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Staff costs |
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
|
4,182 |
|
|
|
4,499 |
|
|
|
4,242 |
|
Social security costs |
|
|
447 |
|
|
|
432 |
|
|
|
417 |
|
Pensions costs |
|
|
304 |
|
|
|
544 |
|
|
|
626 |
|
Share-based payments |
|
|
71 |
|
|
|
141 |
|
|
|
73 |
|
|
|
|
|
|
|
|
5,004 |
|
|
|
5,616 |
|
|
|
5,358 |
|
|
|
Wages and salaries decreased by 7% to £4,182m (2009: 6% increase), largely due to the impact of
labour resource reductions and lower pay inflation. Leaver costs, included within wages and
salaries, were £142m (2009: £204m, 2008: £127m).
The pension charge for 2010 was £304m, compared with £544m in 2009 and £626m in 2008. The
decrease in the pension cost in 2010 reflects the impact of the changes to benefit accruals from
1 April 2009 following the review of UK pension arrangements which are discussed in more detail on
page 19. This is partially offset by an increase in social security costs as BTPS ceased to
contract out of the Second State Pension. We expect the BTPS operating charge for the BTPS in 2011
to increase by about £100m as a result of the lower discount rate and higher inflation assumptions.
Share-based payment costs decreased by 50% to £71m, compared with an increase of 93% in 2009,
reflecting the significant number of UK Sharesave cancellations which took place in 2009.
Depreciation and amortisation
Depreciation and amortisation increased by 5% to £3,039m in 2010 reflecting the impact of higher
value and shorter-lived software assets brought into use during the past two years. Depreciation
and amortisation was broadly flat in 2009 compared with 2008.
Payments to telecommunications operators
Payments to telecommunications operators reduced by 4% to £4,083m, compared with an increase of 1%
in 2009. The reduction in 2010 reflects the impact of mobile termination rate reductions and lower
volumes, which were partially offset by unfavourable foreign exchange movements. The increase of 1%
in 2009 was primarily due to foreign exchange movements.
Other operating costs
Other operating costs principally comprises indirect labour, property, energy, network, maintenance
and IT costs, consultancy and other general overheads. Other operating costs decreased by 3% to
£7,138m in 2010, largely reflecting the impact of reductions in third party labour and
discretionary expenditure. In 2009 other operating costs increased by 14% largely due to
unfavourable foreign exchange movements, the impact of acquisitions and the slow delivery of cost
efficiency savings in BT Global Services.
44 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
EBITDA
In 2010 adjusted EBITDA was £5,639m, compared with £5,238m in 2009 and £5,784m in 2008, as
disclosed in the Segment information note on page 102. The increase in 2010 reflects the benefit of
group wide cost reduction activities and the improvement in the performance of BT Global Services.
The decline in 2009 reflected the unacceptable performance in BT Global Services and the continued
decline in BT Wholesale offset by a good performance in BT Retail and Openreach.
Adjusted EBITDA for the last five financial years is included in the
Selected financial data section on page 152.
Operating profit
In 2010 adjusted operating profit was £2,600m (2009: £2,348m, 2008: £2,895m), 11% higher than
2009 which in turn was 19% lower than 2008. The increase in 2010 reflects the improved EBITDA
partially offset by higher depreciation and amortisation. The reduction in 2009 reflected the
unacceptable performance in BT Global Services, partially offset by good performance in the other
lines of business. Reported operating profit was £2,123m in 2010, compared with £301m in 2009 and
£2,356m in 2008.
Other group items
Specific items
Specific items for 2010, 2009 and 2008 are shown in the table below and are defined on page 55.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory settlement |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
(Profit) loss on disposal of a business |
|
|
(2 |
) |
|
|
13 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services restructuring charges |
|
|
301 |
|
|
|
280 |
|
|
|
|
|
Property rationalisation costs |
|
|
121 |
|
|
|
|
|
|
|
|
|
Costs associated with settlement of open tax years |
|
|
5 |
|
|
|
|
|
|
|
|
|
Restructuring costs group transformation and reorganisation activities |
|
|
|
|
|
|
65 |
|
|
|
402 |
|
21CN asset impairment and related charges |
|
|
|
|
|
|
50 |
|
|
|
|
|
Creation of Openreach and delivery of the Undertakings |
|
|
|
|
|
|
|
|
|
|
53 |
|
Write off of circuit inventory and other working capital balances |
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
|
|
|
|
|
427 |
|
|
|
395 |
|
|
|
529 |
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on settlement of open tax years |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of results of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
Impact of renegotiated supply contracts on associate |
|
|
(29 |
) |
|
|
|
|
|
|
|
|
Reassessment of carrying value of associate |
|
|
|
|
|
|
(36 |
) |
|
|
|
|
Loss (profit) on disposal of associate |
|
|
12 |
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
Net specific items charge before tax |
|
|
449 |
|
|
|
372 |
|
|
|
530 |
|
|
|
|
|
Tax credit in respect of settlement of open tax years |
|
|
(230 |
) |
|
|
|
|
|
|
(40 |
) |
Tax credit on re-measurement of deferred tax |
|
|
|
|
|
|
|
|
|
|
(154 |
) |
Tax credit on specific items above |
|
|
(112 |
) |
|
|
(43 |
) |
|
|
(149 |
) |
|
|
|
|
Net specific items charge after tax |
|
|
107 |
|
|
|
329 |
|
|
|
187 |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 45
REVIEW OF THE YEAR FINANCIAL REVIEW
Where appropriate, the specific items recognised in 2010, 2009 and 2008 are explained in more
detail below.
4 |
|
A charge of £52m was recognised in 2010 reflecting an Ofcom determination in relation to 2Mb/s
partial private circuit prices. |
|
4 |
|
In 2010 and 2009, respectively, the group recognised BT Global
Services restructuring charges of £301m and £280m. The main components of the charges are set out
below. |
|
|
|
Networks, products and procurement channels rationalisation charges of £142m (2009: £183m).
In 2010 this included a payment of £127m made to Tech Mahindra for the renegotiation of
certain supply contracts as part of the rationalisation of procurement channels. There was an
associated credit of £29m in connection with BTs share of its associate, Tech Mahindra. |
|
|
|
|
People and property charges of £132m (2009: £51m) principally comprising leaver costs and
property exit costs. |
|
|
|
|
Intangible asset impairments and other charges of £27m (2009: £46m) reflecting the costs
associated with rationalising the services that are offered to customers and the brands under
which customers are served. |
4 |
|
In 2010 £121m of property rationalisation charges were recognised in relation to the
rationalisation of the groups UK property portfolio as detailed on page 21. The charge relates to
properties which have been vacated and as a result of which, the associated leases have become
onerous, reflecting future commitments to meet rental obligations which exceed future economic
benefits. This rationalisation programme is expected to continue over the next two years. Including
the charge recognised in 2010, the total cost of the rationalisation programme is expected to be
around £300m. |
|
4 |
|
In 2010 the group agreed substantially all outstanding tax matters with HM Revenue & Customs (HMRC)
relating to the 2006, 2007 and 2008 tax years. Specific items include a tax credit of £230m,
associated interest of £11m and costs of £5m in connection with reaching the agreement. In 2008,
the group agreed an outstanding tax matter relating to a business disposed of in 2001, the impact
of which was a tax credit of £40m. |
|
4 |
|
In 2009 and 2008, respectively, the group incurred costs of £65m and £402m in respect of the
groups transformation and reorganisation activities. The costs mainly comprised leaver costs,
property exit and transformation programme costs. |
|
4 |
|
In 2009 a £50m charge was recognised comprising £31m of asset impairments and £19m of associated
costs, following the groups review of its 21CN programme and associated voice strategy in the
light of the move to a customer-led roll out strategy and focus on next generation voice service
developments of fibre-based products. |
|
4 |
|
In 2008 a charge of £53m was recognised in relation to further estimated costs to create Openreach
and deliver the Undertakings agreed with Ofcom. |
|
4 |
|
In 2008 a charge of £74m was recognised as a result of the completion of a review of circuit
inventory and other working capital balances. |
|
4 |
|
In 2009 a credit of £36m was recognised in respect of a reassessment of the value of the groups
share of the net assets of an associate. |
|
4 |
|
In 2008 a tax credit of £154m was recognised for the re-measurement of deferred tax balances as a
result of the change in the UK statutory corporation tax rate from 30% to 28% effective in 2009. |
Net finance expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Interest on borrowings |
|
|
886 |
|
|
|
935 |
|
|
|
822 |
|
Loss arising on derivatives
not in a designated
hedge relationship |
|
|
19 |
|
|
|
29 |
|
|
|
41 |
|
Interest on pension
scheme liabilities |
|
|
2,211 |
|
|
|
2,308 |
|
|
|
2,028 |
|
|
|
|
|
Finance expense |
|
|
3,116 |
|
|
|
3,272 |
|
|
|
2,891 |
|
Less: interest on
qualifying assets |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total finance expense |
|
|
3,113 |
|
|
|
3,272 |
|
|
|
2,891 |
|
|
|
|
|
Other interest and
similar income |
|
|
(12 |
) |
|
|
(31 |
) |
|
|
(65 |
) |
Expected return on pension
scheme assets |
|
|
(1,932 |
) |
|
|
(2,621 |
) |
|
|
(2,448 |
) |
|
|
|
|
Total finance income |
|
|
(1,944 |
) |
|
|
(2,652 |
) |
|
|
(2,513 |
) |
|
|
|
|
Analysed as: |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net finance expense |
|
|
890 |
|
|
|
933 |
|
|
|
798 |
|
Net interest on pensions |
|
|
279 |
|
|
|
(313 |
) |
|
|
(420 |
) |
|
|
|
|
Net finance expense before
specific items |
|
|
1,169 |
|
|
|
620 |
|
|
|
378 |
|
Specific items |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
1,158 |
|
|
|
620 |
|
|
|
378 |
|
|
|
Finance expense
Interest on borrowings in 2010 was £886m, a decrease of £49m. This reflects a reduction in average
gross debt principally through repayment of short-term borrowings. The increase of £113m in 2009
reflects higher net debt mainly due to the lower free cash flow being exceeded by dividend and
share buy back payments. The loss arising on derivatives not in a designated hedge relationship was
£19m in 2010 (2009: £29m, 2008: £41m). This loss includes a charge of £9m arising from the
negotiation of swap break dates on certain derivatives. In 2008 losses on derivatives not in a
designated hedge relationship of £41m included a charge of £26m on a low cost borrowing transaction
which was marginally earnings positive after tax in the year.
Interest capitalised on qualifying assets was £3m, reflecting the impact of the adoption of
IAS 23 (Revised) Borrowing Costs as detailed on page 95.
46 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
The graph below shows the relationship between average gross debt and interest rates over the
three-year period.
Average gross debt and interest rates
(£bn)
Finance income
Interest income arising from listed investments and other interest and similar income was £12m in
2010 compared with £31m in 2009 and £65m in 2008. The reduction in 2010 is a result of lower
interest rates on deposits held. The reduction in 2009 reflects lower levels of investments held by
the group and lower average interest rates on deposits.
Net interest on pensions
The net finance expense associated with the groups defined benefit pension obligation of £279m in
2010 was £592m higher compared with net finance income of £313m in 2009, which in turn was £107m
lower than 2008.
The interest on pension scheme liabilities and expected return on pension scheme assets
reflects the IAS 19 assumptions and valuation as at the start of 2010. This is expected to be a net
interest expense of around £70m in 2011 a reduction of around £210m, principally due to increased
asset values at 31 March 2010.
Interest cover
Adjusted operating profit represented 2.9 times net finance expense before specific items and the
interest associated with pensions, which compares with interest cover of 2.5 times in 2009 and 3.6
times in 2008. The increase in cover was largely due to higher operating profits in the year and
lower net borrowing costs. Interest cover of reported operating profit and net finance expense
represented 1.8 times net finance expense in 2010 (2009: 0.5 times, 2008: 6.2 times).
Associates and joint ventures
The results of associates and joint ventures before specific items are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Share of post tax profit (loss)
of associates and
joint ventures |
|
|
25 |
|
|
|
39 |
|
|
|
(11 |
) |
|
|
Our share of the post tax profit or loss from associates and joint ventures was a profit of
£25m in 2010 (2009: £39m profit, 2008: £11m loss). Our most significant associate is Tech Mahindra,
which contributed £25m of post tax profits in 2010 (2009: £33m profit, 2008: £5m loss).
Profit before taxation
Adjusted profit before taxation was £1,735m in 2010, compared with £1,454m in 2009 and £2,086m
in 2008. The increase in 2010 is due to the improvement in the groups operating profit, partially
offset by higher net finance expense. The reduction in 2009 was primarily due to the unacceptable
performance in BT Global Services, partially offset by good performance in the other lines of
business.
Reported profit before taxation was £1,007m in 2010, compared with a loss before taxation of
£244m in 2009 and a profit before taxation of £1,976m in 2008.
Taxation
The tax credit for 2010 was £22m and comprised a tax charge of £320m on the profit before
taxation and specific items of £1,456m as shown in the Income statement on page 96 and a credit of
£342m on specific items. The effective rate on the profit before taxation and specific items was
22% compared with the statutory rate of 28%, reflecting the utilisation of tax losses and the
continued focus on tax efficiency within the group.
The tax credit for 2009 was £53m and comprised a tax credit of £10m on the profit before
taxation and specific items and a credit of £43m on specific items. The effective rate of the tax
credit on the profit before taxation and specific items was (7.8)%, reflecting the tax credit
arising on the contract and financial review charges of £1,639m recorded in the year.
The net tax charge in 2008 was £238m and comprised a charge of £581m on profit before taxation
and specific items partially offset by a tax credit of £343m on certain specific items. The
effective rate on the profit before taxation and specific items was 23.2%.
For further details on taxation, see Taxation section on page 50.
Earnings per share
Adjusted basic earnings per share was 17.3p in 2010, compared with 14.1p in 2009 and 20.2p in
2008, reflecting the improved profitability in 2010. In 2010, the reported basic earnings per share
was 13.3p (2009: loss per share 2.5p, 2008: earnings per share 21.5p).
Reported diluted earnings (loss) per share were not materially different from reported basic
earnings (loss) per share in any year under review.
Basic and adjusted earnings (loss) per share for the last five financial years are included in
the Selected financial data section on page 151.
Dividends
The company provides returns to shareholders through dividends. The company has historically
paid dividends semi-annually, with an interim dividend in respect of the first six months of the
year payable in February and a final dividend payable in September.
The Board recommends a final dividend of 4.6p per share for 2010 (2009: 1.1p per share, 2008:
10.4p per share) to shareholders, amounting to approximately £356m (2009: £85m, 2008: £805m). This
will be paid, subject to shareholder approval,
BT GROUP PLC ANNUAL REPORT & FORM 20-F 47
REVIEW OF THE YEAR FINANCIAL REVIEW
on 6 September 2010 to shareholders on the register on 13 August 2010. When combined with the 2010
interim dividend of 2.3p per share, the total dividend proposed for 2010 is 6.9p per share,
totalling £534m (2009: £503m, 2008: £1,236m). This compares with 6.5p in 2009 and 15.8p in 2008.
The reduction in the 2009 full year dividend reflected a rebasing of dividend payments to a level
which the Board was confident was sustainable and from which it could grow.
Dividends per share
(pence)
Dividends recognised in 2010 were £263m (2009: £1,222m, 2008: £1,241m) and have been presented
as a deduction from shareholders equity.
A table setting out the interim, final and total cash dividends paid, or in the case of the
final dividend for 2010, proposed, for the last five financial years are included in the Additional
information for shareholders section on page 158.
Financial position and resources
Summarised balance sheet
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
|
|
|
Non current assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
1,432 |
|
|
|
1,489 |
|
Other intangible assets |
|
|
2,240 |
|
|
|
2,299 |
|
Property, plant and equipment |
|
|
14,856 |
|
|
|
15,405 |
|
Derivative financial instruments |
|
|
1,076 |
|
|
|
2,542 |
|
Trade and other receivables |
|
|
336 |
|
|
|
322 |
|
Deferred tax assets |
|
|
2,196 |
|
|
|
1,103 |
|
Other non current assets |
|
|
259 |
|
|
|
187 |
|
|
|
|
|
|
|
|
22,395 |
|
|
|
23,347 |
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
3,696 |
|
|
|
4,185 |
|
Cash and cash equivalents |
|
|
1,452 |
|
|
|
1,300 |
|
Derivative financial instruments |
|
|
624 |
|
|
|
158 |
|
Other current assets |
|
|
513 |
|
|
|
284 |
|
|
|
|
|
|
|
|
6,285 |
|
|
|
5,927 |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
3,269 |
|
|
|
1,542 |
|
Derivative financial instruments |
|
|
166 |
|
|
|
56 |
|
Trade and other payables |
|
|
6,531 |
|
|
|
7,215 |
|
Current tax liabilities |
|
|
320 |
|
|
|
1 |
|
Provisions |
|
|
134 |
|
|
|
254 |
|
|
|
|
|
|
|
|
10,420 |
|
|
|
9,068 |
|
|
|
|
|
Total assets less current liabilities |
|
|
18,260 |
|
|
|
20,206 |
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
9,522 |
|
|
|
12,365 |
|
Derivative financial instruments |
|
|
533 |
|
|
|
711 |
|
Deferred tax liabilities |
|
|
1,456 |
|
|
|
1,728 |
|
Retirement benefit obligations |
|
|
7,864 |
|
|
|
3,973 |
|
Provisions |
|
|
707 |
|
|
|
466 |
|
Other non current liabilities |
|
|
804 |
|
|
|
794 |
|
|
|
|
|
|
|
|
20,886 |
|
|
|
20,037 |
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Ordinary shares and share premium |
|
|
470 |
|
|
|
470 |
|
Retained loss and other reserves |
|
|
(3,120 |
) |
|
|
(328 |
) |
|
|
|
|
|
|
|
(2,650 |
) |
|
|
142 |
|
|
|
|
|
Minority interest |
|
|
24 |
|
|
|
27 |
|
Total (deficit) equity |
|
|
(2,626 |
) |
|
|
169 |
|
|
|
|
|
|
|
|
18,260 |
|
|
|
20,206 |
|
|
|
We believe it is appropriate to show the sub-total Total assets less current liabilities of
£18,260m at 31 March 2010 (2009: £20,206m) in the group balance sheet because it provides useful
financial information being an indication of the level of capital employed at the balance sheet
date, namely total equity and non current liabilities.
Goodwill
Goodwill decreased by £57m during 2010 to £1,432m. This reduction was primarily due to the
impact of foreign exchange movements. There were no acquisitions during 2010. An analysis of
goodwill by cash generating units for the purposes of the impairment assessment is provided in note
12 to the consolidated financial statements.
48 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
Other intangible assets
Other intangible assets include the cost of intangibles acquired from third parties and
internally developed and purchased computer software. The net book value of other intangible assets
decreased by £59m during 2010 to £2,240m, predominately due to £629m of additions, which were more
than offset by £735m of amortisation.
Property, plant and equipment
Property, plant and equipment decreased by £549m from £15,405m at 31 March 2009 to £14,856m at
31 March 2010, predominately due to £1,861m of additions, which were more than offset by £2,304m of
depreciation charges and a £103m reduction due to disposals. For further details of capital
expenditure in 2010, see page 51.
Derivative financial instruments
The group held derivative financial instruments with a combined net asset fair value of £1,001m
compared with £1,933m at 31 March 2009, which primarily comprise interest rate and cross currency swaps the group use to
hedge its overseas currency borrowings to Sterling and to hedge its interest to a fixed Sterling
rate. The decrease primarily reflects the year on year weakening of the US Dollar and Euro
currencies against Sterling and an increase in US interest rates. For further details on the
groups derivative financial instruments see page 120.
Non current trade and other receivables
Non current trade and other receivables principally comprises costs relating to the initial set
up, transition or transformation phase of long-term networked IT services contracts. There was a
net increase of £14m during 2010.
Current trade and other receivables
Trade and other receivables decreased by £489m to £3,696m at
31 March 2010 principally reflecting lower prepayments and accrued income.
Loans and other borrowings
Current and non current loans and other borrowings decreased to £12,791m at 31 March 2010 from
£13,907m at 31 March 2009. The decrease is primarily due to the translation of the groups US
Dollar and Euro denominated debt where both currencies have weakened against Sterling. For further
details of movements in net debt, see page 53.
Trade and other payables
Trade and other payables decreased by £684m to £6,531m at
31 March 2010 principally reflecting the impact of the reduction in our cost base in 2010.
Taxation liabilities
The deferred taxation liability decreased from £1,728m at
31 March 2009 to £1,456m at 31 March 2010 mainly due to the impact of the BT Global Services
contract and financial review charges in 2009 on excess capital allowances. The increase in current
taxation liability from £1m to £320m at 31 March 2010 reflects a return to UK taxable profits in
2010. For further details on taxation, see Taxation section on page 50.
Provisions
The group held current and non current provisions totalling £841m at 31 March 2010 an increase
of £121m compared to 2009. The movements in provisions are disclosed in note 21.
Retirement benefit obligations
At 31 March 2010, the IAS 19 accounting deficit was £5.7bn, net of a deferred tax asset of
£2.2bn, compared with a deficit of £2.9bn net of tax, at 31 March 2009. The market value of the
BTPS assets have increased by £6.0bn since 31 March 2009 to £35.3bn at 31 March 2010 principally
reflecting the improvement in the global financial markets during the year. However, the value of
the liabilities have increased by £9.9bn to £43.0bn at 31 March 2010 principally as a result of
reductions in the discount rate and increased inflation expectations. The relationship between the
discount rate in real terms and the value of the BTPS liabilities over the past five years is shown
by the table below.
Pension scheme liabilities under IAS 19
(£bn)
Information about the funding of the groups pension obligation is provided on pages 53 and 54.
Detailed pensions accounting disclosures are provided in note 29 to the consolidated financial
statements.
Total equity
A summary of the movements in equity is set out below:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
|
|
|
Total equity at the beginning of the year |
|
|
169 |
|
|
|
5,432 |
|
Profit (loss) for the year |
|
|
1,029 |
|
|
|
(191 |
) |
Other comprehensive loss for the year |
|
|
(3,661 |
) |
|
|
(3,911 |
) |
Dividends to shareholders |
|
|
(263 |
) |
|
|
(1,222 |
) |
Share-based payment |
|
|
81 |
|
|
|
143 |
|
Tax on share-based payment |
|
|
19 |
|
|
|
(12 |
) |
Net issue (purchase) of treasury shares |
|
|
4 |
|
|
|
(63 |
) |
Movements in minority interests |
|
|
(4 |
) |
|
|
(7 |
) |
|
|
|
|
Total (deficit) equity at the end of the year |
|
|
(2,626 |
) |
|
|
169 |
|
|
|
The reduction in equity in 2010 is principally due to the recognition of actuarial losses on
retirement benefit obligations, which more than offset the profit for the year. The deficit at 31
March 2010 does not impact the distributable reserves and dividend paying capacity of the parent
company, BT Group plc, which had a profit and loss reserve, net of the treasury reserve, of £9,677m
at
BT GROUP PLC ANNUAL REPORT & FORM 20-F 49
REVIEW OF THE YEAR FINANCIAL REVIEW
31 March 2010. The financial statements of BT
Group plc are prepared in accordance with UK
GAAP.
Other comprehensive income
Included in other comprehensive loss for the year of
£3,661m (2009: £3,911m) are actuarial losses of
£4,324m (2009: £7,037m), foreign exchange losses on
the translation of overseas operations of £119m (2009:
£692m gain), net fair value losses on cash flow hedges
of £575m (2009: £570m) and the tax credit of £1,350m
(2009: £1,859m) relating to items recognised in other
comprehensive income.
Treasury shares
At 31 March 2010 the company held 401m shares (2009:
409m) in Treasury. These shares are used to settle
exercises of share options and share awards. The
carrying value of £1,105m (2009: £1,109m) has been
deducted from retained earnings. BT did not purchase
any shares for cancellation in 2010 (2009: 250m) or
any shares to be held as Treasury (2009: 143m). The
Board suspended the £2.5bn share buy back programme in
July 2008 as a result of the groups strategic
investment in fibre deployment.
Taxation
Total tax contribution
BT is a significant contributor to the UK Exchequer,
collecting and paying taxes of around £3bn in a
typical year. In 2010 we collected and paid £1,299m of
VAT, £896m of PAYE and National Insurance, £34m of UK
corporation tax for the current year (in addition to
receiving a £425m repayment in respect of overpayments
and settlements of earlier years) and £226m of UK
business and UK network rates.
Our total UK Exchequer tax contribution as
measured in the Hundred Group Total Tax Contribution
Survey for 2009 ranked BT the fourth highest
contributor. The relative percentage contribution of
the total tax payments made in 2010 is shown below.
2010 Percentage of total tax contribution
Tax strategy
Our strategy is to comply with relevant regulations
whilst minimising the tax burden for BT and our
customers. We seek to achieve this through engagement
with our stakeholders including HMRC and other tax
authorities, partners and customers.
The Board considers that it has a responsibility
to minimise the tax burden for the group and its
customers. In this respect the Board considers it
entirely proper that BT endeavours to structure its
affairs in a tax efficient manner where there is
strong commercial
merit, especially in support of customer initiatives,
with the aim of supporting our capital or operational
expenditure programmes and reducing our overall cost
of capital. This planning is carried out within Board
defined parameters. The Board regularly reviews the
groups tax strategy.
We operate in over 170 countries and this comes
with additional complexities in the taxation arena. To
reduce those complexities we have implemented a
simplified trading model for our BT Global Services
division in accordance with OECD Transfer Pricing
Guidelines.
The majority of tax issues arise in the UK with a
small number of issues arising in our overseas
jurisdictions. In terms of the groups UK corporation
tax position, all years up to 2007 are agreed. For
2008 there is one minor open issue which we are
discussing with HMRC with a view to resolving. The UK
corporation tax returns for 2009 were all filed prior
to the statutory deadline of 31 March 2010.
We have an open, honest and positive working
relationship with HMRC. We are committed to prompt
disclosure and transparency in all tax matters with
HMRC. We recognise that there will be areas of
differing legal interpretations between ourselves and
tax authorities and where this occurs we will engage
in proactive discussion to bring matters to as rapid a
conclusion as possible.
Our positive working relationship with HMRC was
demonstrated in 2007 and again in 2010 when we worked
intensively with HMRC to accelerate the agreement of
substantially all outstanding tax matters relating to
the 2006, 2007 and 2008 tax years, resulting in a tax
repayment of £215m and associated interest of £11m. In
addition, in 2010 we were refunded £210m in respect of
overpaid corporation tax in 2009 following the
recognition of the contract and financial review
charge in 2009.
We have a policy to lobby the UK Government
directly on tax matters that are likely to impact our
customers or shareholders and in particular respond to
consultation documents where the impact could be
substantial. We also lobby the UK Government
indirectly though the CBI, various working groups and
committees and leading professional advisors.
Tax accounting
At each financial year end an estimate of the tax
charge is calculated for the group and the level of
provisioning across the group is reviewed in detail.
As it can take a number of years to obtain closure in
respect of some items contained within the
corporation tax returns it is necessary for us to
reflect the risk that final tax settlements will be
at amounts in excess of our submitted corporation tax
computations. The level of provisioning involves a
high degree of judgement.
In 2010 BT reached agreement with HMRC on all
major open issues resulting in a cash repayment of
£215m and the recognition of an overall net credit to
the income statement of £230m. The tax charge arising
on our 2010 profits of £245m is higher than our cash
tax paid of £76m in the same period predominantly due
to the current tax deduction available on our pension
deficit payment of £525m and the phasing of UK
corporation tax instalment payments.
In 2009 we paid cash tax in excess of the income
statement charge. We were subsequently refunded £210m
in 2010 primarily arising on the impact of the BT
Global Services contract and financial review
charges.
In 2008 the cash tax paid was lower than the
income statement charge. This was partly due to the
phasing of UK corporation tax instalment payments, the
level of provisioning for risks, the taxation of
specific items, the impact of deferred tax and the
impact of overseas losses or profits which are relieved
or taxed at different rates from that of the UK.
50 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
The effective corporation tax rate on our profit
before specific items is expected to increase from
22%, the rate applicable to 2010. However, we believe
that the future years tax effective rate will remain
below the statutory rate of 28%.
Liquidity
The major sources of group liquidity for 2010,
2009 and 2008 were cash generated from operations and
borrowing through short-term and long-term issuances
in the capital markets. These, as well as committed
bank facilities, are expected to remain the key
sources of liquidity for the foreseeable future.
Wherever possible, surplus funds in the group
are managed by the centralised treasury operation.
Free cash flow
The components of free cash flow, which is a non-GAAP
measure and a key performance indicator, are
presented in the table below and reconciled to net
cash inflow from operating activities, the most
directly comparable IFRS measure. For further
discussion of the definition of free cash flow, refer
to pages 55 and 56.
Free
cash flow for the last five financial years is included in the Selected financial data section on page 152.
|
|
|
|
|
|
|
|
|
|
|
|
|
Summarised cash flow statement |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Cash generated from
operations |
|
|
4,476 |
|
|
|
4,934 |
|
|
|
5,187 |
|
Net income taxes
received (paid) |
|
|
349 |
|
|
|
(228 |
) |
|
|
299 |
|
|
|
Net cash inflow from
operating activities |
|
|
4,825 |
|
|
|
4,706 |
|
|
|
5,486 |
|
Add back pension
deficit payment |
|
|
525 |
|
|
|
|
|
|
|
320 |
|
Net capital expenditure |
|
|
(2,480 |
) |
|
|
(3,038 |
) |
|
|
(3,253 |
) |
Net purchase of non current
financial assets |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Dividends from associates
and joint ventures |
|
|
3 |
|
|
|
6 |
|
|
|
2 |
|
Interest paid |
|
|
(956 |
) |
|
|
(956 |
) |
|
|
(842 |
) |
Interest received |
|
|
16 |
|
|
|
19 |
|
|
|
111 |
|
|
|
|
|
|
1,933 |
|
|
|
737 |
|
|
|
1,823 |
|
|
|
Deduct pension deficit
payment |
|
|
(525 |
) |
|
|
|
|
|
|
(320 |
) |
Acquisitions and disposals |
|
|
(68 |
) |
|
|
(227 |
) |
|
|
(364 |
) |
Net (purchase) sale of
current financial assets |
|
|
(246 |
) |
|
|
286 |
|
|
|
(159 |
) |
Net (repayment) drawdown
of borrowings |
|
|
(497 |
) |
|
|
522 |
|
|
|
2,061 |
|
Dividends paid |
|
|
(265 |
) |
|
|
(1,222 |
) |
|
|
(1,236 |
) |
Net issue (purchase) of
treasury shares |
|
|
4 |
|
|
|
(209 |
) |
|
|
(1,413 |
) |
Foreign exchange |
|
|
(7 |
) |
|
|
54 |
|
|
|
25 |
|
|
|
Net increase (decrease) in
cash and cash equivalents |
|
|
329 |
|
|
|
(59 |
) |
|
|
417 |
|
Cash and cash equivalents
at the start of the year |
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
|
Cash and cash equivalents
at the end of the year |
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
Net cash inflow from operating activities
In 2010 cash generated from operations was £4,476m, a
decrease of 9% compared with 2009 reflecting
improvements in profitability offset by a pension
deficit payment of £525m (2009: £nil, 2008: £320m). In
2010 the group received a net tax repayment of £349m.
This comprised tax payments of £76m offset by a tax
repayment of £215m following the agreement of
substantially all outstanding tax matters with HMRC
relating to the 2006 to 2008 tax years and a repayment
of £210m in respect of overpaid corporation tax in
2009. In 2009 the group paid net tax of £228m,
compared with a net tax refund of £299m received in
2008. The net refund received in 2008 included a
receipt of £521m in relation to the settlement of open
tax years up to and including the 2005 tax year,
partly offset by current tax paid of £222m.
In 2010 net cash inflow from operating
activities was £4,825m (2009: £4,706m, 2008:
£5,486m).
Capital expenditure
Capital expenditure is a key measure of our
expenditure on property, plant and equipment and
software and is included in Financial statistics on
page 153. It excludes any assets acquired through new
acquisitions in a year. Capital expenditure, on an
accruals basis, totalled £2,533m in 2010 compared with
£3,088m and £3,339m in 2009 and 2008, respectively.
Our original outlook in May 2009 was for capital
expenditure in 2010 to be around £2.7bn. This was
subsequently reduced to an outlook of around £2.5bn,
which was achieved. Capital expenditure is expected to
be around £2.6bn in 2011.
Of the capital expenditure, £280m arose
outside of the UK in 2010, compared with £316m in
2009. Contracts placed for ongoing capital
expenditure totalled £383m at 31 March 2010 (2009:
£451m).
In 2010 the net cash outflow for capital
expenditure was £2,480m (2009: £3,038m, 2008: £3,253m)
which comprised a cash outflow of £2,509m (2009
£3,082m, 2008: £3,315m) offset by cash proceeds from
disposals of £29m (2009: £44m, 2008: £62m).
The capital expenditure by major area over the
last three years is shown below.
Capital expenditure
(£m)
The reduction of £555m in capital expenditure in 2010
reflects steps taken to improve procurement and
better efficiency and management of capital
expenditure. It also reflects lower levels of
investment in legacy network assets and reductions in
customer
BT GROUP PLC ANNUAL REPORT & FORM 20-F 51
REVIEW OF THE YEAR FINANCIAL REVIEW
related capital expenditure which has more than offset an increase in our investment in our fibre
roll out.
The reduction of £251m in capital expenditure in 2009 reflected lower investment on
exchange equipment and reduced provisioning volumes in Openreach due to a lower level of house
moves and reduced LLU volumes from other CPs.
Interest
Interest paid in 2010 was £956m. Interest payments in
2010 have remained at the same level as 2009 due to
the impact of coupon payments on bond issuance made in
2009 offsetting the lower debt levels. Interest
payments in 2008 included a one-off payment of £26m on
the close out of derivatives associated with a low
cost borrowing transaction. Excluding this payment,
interest paid was £140m higher in 2009 reflecting the
impact of increased average net debt levels.
Interest received was £16m in 2010. The interest
receipts in 2010 and 2008 included £11m and £65m
respectively from HMRC on the settlement of open tax
years. Excluding these receipts, interest received was
£14m lower in 2010 than in 2009 and £27m lower in 2009
than in 2008. The reduction in 2010 is a result of
lower average interest rates on deposits held. The
reduction in 2009 reflects lower levels of investments
held by the group and lower average interest rates on
deposits.
Acquisitions and disposals
There were no significant acquisitions or disposals
in 2010. Net cash outflow on acquisitions was £68m
in 2010 (2009: £227m, 2008: £364m) principally
comprising deferred consideration payments relating
to the acquisition of Albacom in a prior period.
The total consideration for acquisitions made in
2009 was £186m, giving rise to goodwill of £131m. In
2009 the net cash outflow for BT Retail acquisitions
included Wire One Holdings Inc and Ufindus Ltd (total
consideration of £98m; net assets acquired of £24m;
goodwill arising of £74m). The net cash outflow for BT
Innovate & Design acquisitions comprised Ribbit
Corporation and Moorhouse Consulting Ltd (total
consideration of £75m; net assets acquired of £28m;
goodwill arising of £47m). BT Global Services acquired Stemmer GmbH and SND
GmbH (total consideration of £13m; net assets acquired
of £3m; goodwill of £10m).
In 2008, net cash outflow on significant new
acquisitions included Comsat International, Frontline
Technologies Corporation Limited and i2i Enterprise
Private Limited.
Net (purchase) sale of current and non current financial assets
In 2010 the net cash outflow from the net sale of
investments was £246m, compared with an inflow of
£286m in 2009 and an outflow of £160m in 2008. The
cash flows in all financial years mainly related to
changes in amounts held in liquidity funds.
Net (repayment) drawdown of borrowing
During 2010 borrowings amounting to £1,028m matured,
principally consisting of £697m commercial paper and
£331m of other long-term debt. In 2010, the group
raised a 600m Euro bond at 6.125% repayable in
2014 which was swapped into £520m at a fixed
semi-annual rate of 6.8%.
In 2009 the group raised debt of £795m mainly
through our European Medium Term Note programme and
received £606m from the net issue of commercial paper.
This was partially offset by
cash outflows on the repayment of maturing borrowings
and lease liabilities amounting to £879m.
In 2008 the group raised debt of £3,939m mainly
through its European Medium Term Note and US Shelf
programmes which was partially offset by cash outflows
on the repayment of maturing borrowings, lease
liabilities and the net repayment of commercial paper
amounting to £1,878m.
Dividends
Dividends paid in 2010 were £265m, compared with
£1,222m and £1,236m in 2009 and 2008, respectively.
Net purchase of shares
There were no purchases of shares in 2010. In 2009 we
repurchased 143m shares for cash consideration of
£334m. Our share buy back programme was suspended in
July 2008 as a result of the groups investment in
fibre-based broadband deployment. During 2008 we
repurchased 540m shares for cash consideration of
£1,498m.
In 2010, we also issued 8m shares out of
treasury to satisfy obligations under employee
share scheme exercises receiving consideration of
£4m (2009: £125m, 2008: £85m).
Funding and capital management
The objective of the groups capital management
policy is to reduce net debt over time whilst investing
in the business, supporting the pension scheme and
delivering progressive dividends. In order to meet this
objective the group may issue or repay debt, issue new
shares, repurchase shares or adjust the amount of
dividends paid to shareholders. The group manages the
capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk
characteristics of the group. The Board regularly
reviews the capital structure. No changes were made to
the groups objectives and processes during 2010 and
2009.
The general funding policy is to raise and invest
funds centrally to meet anticipated requirements using
a combination of capital market bond issuance,
commercial paper borrowing, committed borrowing
facilities and investments. These financial
instruments vary in their maturity in order to meet
short, medium and long-term requirements.
At 31 March 2010 the group had financial assets
of £6.5bn consisting of current and non current
investments, derivative financial assets, trade and
other receivables, cash and cash equivalents. Credit
exposures are continually reviewed and proactive steps
have been taken to ensure that the impact of adverse
market conditions on these financial assets is
minimised. In particular, line of business management
actively review exposures arising from trading
balances and, in managing investments and derivative
financial instruments, the treasury operation has
continued to monitor the credit quality across
treasury counterparties and is actively managing
exposures which arise.
At 31 March 2010 the groups credit rating with
Standard and Poors (S&P) was BBB- with stable outlook
(2009: BBB with stable outlook) following a downgrade
in February 2010. The groups credit rating with
Moodys was maintained at Baa2 with negative outlook
(2009: Baa2 with negative outlook). Fitch downgraded
the groups credit rating to BBB with stable outlook
in April 2009 (2009: BBB+ with stable outlook).
52 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
Net debt
At 31 March 2010 net debt was £9,283m, compared
with £10,361m at 31 March 2009, a reduction of
£1,078m. The components of net debt, which is a
non-GAAP measure, together with a reconciliation to
the most directly comparable IFRS measure, is detailed
below. The movement in the groups net debt position
in 2010 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
exchange |
|
|
Acquisitions |
|
|
|
|
|
|
At |
|
|
|
|
|
|
and fair |
|
|
and other |
|
|
At |
|
|
|
1 April |
|
|
Cash |
|
|
value |
|
|
non cash |
|
|
31 March |
|
|
|
2009 |
|
|
flow |
|
|
movements |
|
|
movements |
|
|
2010 |
|
Movements in net debt |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Bank overdrafts |
|
|
185 |
|
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
8 |
|
Debt due within 1 year |
|
|
1,357 |
|
|
|
(1,006 |
) |
|
|
377 |
|
|
|
2,533 |
|
|
|
3,261 |
|
Debt due after 1 year |
|
|
12,365 |
|
|
|
509 |
|
|
|
(817 |
) |
|
|
(2,535 |
) |
|
|
9,522 |
|
Cash at bank and in hand |
|
|
(562 |
) |
|
|
360 |
|
|
|
5 |
|
|
|
|
|
|
|
(197 |
) |
Cash equivalents |
|
|
(738 |
) |
|
|
(519 |
) |
|
|
2 |
|
|
|
|
|
|
|
(1,255 |
) |
Current asset investments |
|
|
(163 |
) |
|
|
(246 |
) |
|
|
1 |
|
|
|
2 |
|
|
|
(406 |
) |
|
|
|
|
12,444 |
|
|
|
(1,079 |
) |
|
|
(432 |
) |
|
|
|
|
|
|
10,933 |
|
Adjustmentsa |
|
|
(2,083 |
) |
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
(1,650 |
) |
|
Net debt |
|
|
10,361 |
|
|
|
(1,079 |
) |
|
|
1 |
|
|
|
|
|
|
|
9,283 |
|
|
|
|
|
a |
|
Adjustments to net debt of £1,650m
at 31 March 2010 (2009: £2,083m) comprise £1,326m
(2009: £1,766m) arising from the re-translation of
currency denominated balances at swapped rates where
hedged and £324m (2009: £317m) to remove fair value
adjustments and accrued interest. |
The group has two significant term debt maturities
during the 2011 financial year. In December 2010 the
groups US Dollar 8.625% note matures with a principal
of $2,883m (£1,742m at swapped rates) and in February
2011 a Euro 7.375% note matures with a principal of
1,125m (£758m at swapped rates). The group has
built up significant liquidity in anticipation of
these maturities which, alongside cash flows generated
from operations and the groups financing strategy,
will fund this requirement. In May 2010, the group
entered into a £650m two-year facility arrangement.
There are no term debt maturities in the 2012
financial year. The maturity profile of the groups
term debt at 31 March 2010 is shown in the table
below.
Additional disclosures relating to these
financial assets and financial liabilities are
included in notes 10, 11, 14, 18 and 19 to the
consolidated financial statements and include a debt
maturity profile, currency and interest rate
composition and hedging strategy. Details of the
groups treasury management policies are included in
note 32 to the consolidated financial statements.
Maturity profile of term
debta
(£m)
Financial year
|
|
|
a |
|
Balances reported at swapped rates where hedged. |
Pensions
Funding valuation and future funding obligations
The triennial funding valuation of the BTPS at 31
December 2008 and associated recovery plan has been
agreed with the Trustee. Under this prudent funding
valuation basis at 31 December 2008, the assets of the
BTPS had a market value of £31.2bn (2005: £34.4bn) and
were sufficient to cover 77.6% (2005: 90.9%) of the
benefits accrued by that date. This represented a
funding deficit of £9.0bn compared with £3.4bn at 31
December 2005. If the valuation had used a median
estimate approach, we estimate that the deficit would
have been about £3bn at December 2008. This approach
reflects how investments might on average be expected
to perform over time and the expected impact of the
pensions review changes implemented on 1 April 2009.
In the three years ended
31 December 2008, the decline in the market value of
assets, combined with the longer life expectancy
assumptions, significantly increased the funding
deficit, although the impact on the liabilities was
partially offset by an increase in the discount rate
and favourable experience compared to other actuarial
assumptions used at
31 December 2005. The key demographic and financial
assumptions are set out in note 29 to the consolidated
financial statements. Since the valuation date the
schemes assets have increased by £4.1bn and the
Trustee estimates that if the funding valuation was
performed at
31 December 2009, the deficit would have been around
£7.5bn on this prudent valuation basis.
Following the agreement of the valuation the
ordinary contributions rate reduced to 13.6% of
pensionable salaries (including employee
contributions) from 19.5%, reflecting the
implementation of benefit changes with effect from 1
April 2009, following the UK pensions review. In
addition, the group will make deficit payments of
£525m per annum for the first three years of the 17
year recovery plan, the first payment of which was
made in December 2009. The payment in the fourth year
will be £583m, then increasing at 3% per annum. The
payments in years four to 17 are equivalent to £533m
per annum in real terms assuming annual inflation of
3%. Under the 2005 valuation, deficit contributions
were £280m per annum for 10 years. In 2010 the group
made regular contributions of £384m (2009: £433m) and
deficit contributions of £525m. No deficit
contributions were made in 2009 as they were paid in
advance during 2008.
Other features of the agreements with the Trustee for BT providing support to the scheme are:
4 |
|
In the event that cumulative shareholder distributions exceed |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 53
REVIEW OF THE YEAR FINANCIAL REVIEW
|
|
cumulative total pension contributions over the
three-year period to 31 December 2011, then BT will
make additional matching contributions to the
scheme. Total pension contributions (including
regular contributions) are expected to be
approximately £2.4bn over the three years. |
|
4 |
|
In the event that BT generates net cash proceeds
greater than £1bn from disposals and acquisitions in
any 12-month period to 31 December 2011, then BT will
make additional contributions to the scheme equal to
one third of those net cash proceeds. |
|
4 |
|
A negative
pledge that provides comfort to the scheme that
future creditors will not be granted superior
security to the scheme in excess of a £1.5bn
threshold. |
Whilst the valuation and the recovery plan have been
agreed with the Trustee, they are currently under
review by the Pensions Regulator. However, the
Pensions Regulators initial view is that they have
substantial concerns with certain features of the
agreement. The Pensions Regulator has indicated it
will discuss its position with us once they have
completed their review. Accordingly, as matters stand,
it is uncertain as to whether the Pensions Regulator
will take any further action. This uncertainty is
outside of our control.
The number of retired members and other current
beneficiaries in the BTPS has been increasing in recent
years. Consequently, our future pension costs and
contributions will principally depend on the investment
returns of the pension fund, mortality of members and
inflation, all of which could fluctuate in the medium
to long-term. To ensure that the scheme remains
flexible, fair and sustainable in the long-term there
have been changes to future benefit accruals under
BTPS, as discussed in more detail on page 19.
The BTPS was closed to new entrants on 31 March
2001 and people joining BT after that date can
participate in a defined contribution pension
arrangement which provides benefits based on the
employees and the employing companys
contributions.
Contractual obligations and commitments
A summary of the groups principal contractual
financial obligations and commitments at 31 March 2010
is shown below. Further details on the items can be
found in the notes to the consolidated financial
statements. Details of the groups contingent
liabilities are included in note 27 to the
consolidated financial statements.
|
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|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
|
|
|
|
|
|
|
Less |
|
|
Between |
|
|
Between |
|
|
More |
|
|
|
|
|
|
|
than 1 |
|
|
1 and 3 |
|
|
3 and 5 |
|
|
than 5 |
|
Contractual obligations |
|
Total |
|
|
year |
|
|
years |
|
|
years |
|
|
years |
|
and commitments |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Loans and other borrowingsa |
|
|
12,493 |
|
|
|
3,253 |
|
|
|
1,753 |
|
|
|
1,204 |
|
|
|
6,283 |
|
Finance lease obligations |
|
|
304 |
|
|
|
16 |
|
|
|
28 |
|
|
|
20 |
|
|
|
240 |
|
Operating lease obligations |
|
|
7,687 |
|
|
|
494 |
|
|
|
891 |
|
|
|
775 |
|
|
|
5,527 |
|
Capital commitments |
|
|
383 |
|
|
|
330 |
|
|
|
28 |
|
|
|
23 |
|
|
|
2 |
|
Pension deficit obligations |
|
|
11,012 |
|
|
|
525 |
|
|
|
1,108 |
|
|
|
1,219 |
|
|
|
8,160 |
|
|
|
Total |
|
|
31,879 |
|
|
|
4,618 |
|
|
|
3,808 |
|
|
|
3,241 |
|
|
|
20,212 |
|
|
|
|
|
|
a |
|
Excludes fair value adjustments for hedged risks. |
At 31 March 2010 the group had cash, cash
equivalents and current asset investments of £1,858m.
The group also had unused committed borrowing
facilities amounting to £1,500m. At
31 March 2010, £2,532m of debt principal (at hedged
rates) fell due for repayment in the 2011 financial
year. In May 2010 the group also entered into a £650m
two-year facility. These resources will allow the
group to settle its obligations as they fall due.
Off-balance sheet arrangements
As disclosed in the consolidated financial
statements, there are no off-balance sheet
arrangements that have or are reasonably likely to
have a current or future material effect on the
groups financial condition, changes in financial
condition, revenues or expenses, results of
operations, liquidity, capital expenditure or capital
resources, with the exception of financial
commitments and contingent liabilities disclosed in
note 27.
Quantitative and qualitative disclosures
about interest, foreign exchange, credit and
liquidity risks
A discussion of the groups financial risk
management objectives and policies and the exposure
of the group to interest rate, foreign exchange,
credit and liquidity risk is included in note 32 to
the consolidated financial statements.
Going concern
The Review of the year section on pages 10 to 40
includes information on the group structure, the
performance of each of the lines of business, the
impact of regulation and competition, principal risks
and uncertainties and the groups outlook. The
Financial review within this section includes
information on our financial position and resources,
financial results, liquidity and funding and capital
management. Notes 10, 11, 14, 18, 19 and 32 of the
consolidated financial statements include information
on the groups investments, derivatives, cash and cash
equivalents, borrowings, financial risk management
objectives, hedging policies and exposures to credit,
liquidity and market risks.
Alongside the factors noted above, the directors
have considered the groups cash flow forecast for the
period to the end of May 2011. The directors are
satisfied that this cash flow forecast, taking into
account reasonably possible risk sensitivities
associated with this forecast and the groups current
funding and facilities, alongside the groups funding
strategy, shows that the group will continue to
operate for the foreseeable future. The directors
therefore continue to have a reasonable expectation
that the group has adequate resources to continue in
operational existence for the foreseeable future and
continue to adopt a going concern basis (in accordance
with the guidance Going Concern and Liquidity Risk:
Guidance for Directors of UK Companies 2009 issued by
the Financial Reporting Council) in preparing the
consolidated financial statements.
There has been no significant change in the
financial or trading position of the group since 31
March 2010.
Alternative performance measures
We assess the performance of the group using a
variety of measures, some of which are not defined
under IFRS, and are therefore termed non-GAAP
measures. These measures are in addition to, and
supplement, those prepared in accordance with IFRS.
The alternative performance measures we use include
adjusted EBITDA; adjusted operating profit; adjusted
profit before taxation; adjusted earnings per share;
underlying revenue; underlying operating costs and
underlying capital expenditure; free cash flow; and
net debt. Free cash flow and adjusted earnings per
share are also the groups key financial performance
indicators as disclosed in How we measure our progress
on page 7.
54 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REVIEW OF THE YEAR FINANCIAL REVIEW
An explanation of each of these alternative
performance measures is set out below. Reconciliations
to the nearest measure prepared in accordance with
IFRS are included within the body of the Financial
review and in the Consolidated financial statements.
The alternative performance measures we use may not be
directly comparable to similarly titled measures used
by other companies.
EBITDA
In addition to measuring financial performance of the
lines of business based on operating profit, we also
measure performance based on adjusted EBITDA. EBITDA
is defined as the group profit or loss before
depreciation, amortisation, net finance expense and
taxation. Since this is a non-GAAP measure, it may not
be directly comparable to the EBITDA of other
companies, as they may define it differently. EBITDA
is a common measure used by investors and analysts to
evaluate the operating financial performance of
companies, particularly in the telecommunications
sector.
We consider EBITDA to be a useful measure of our
operating performance because it reflects the
underlying operating cash costs, by eliminating
depreciation and amortisation. EBITDA is not a direct
measure of our liquidity, which is shown by our cash
flow statement, and it needs to be considered in the
context of our financial commitments. A reconciliation
from adjusted EBITDA to operating profit, the most
directly comparable IFRS measure, is given on page
102.
Adjusted performance measures
Performance measures presented as adjusted are
stated before specific items, contract and financial
review charges of £1,639m recognised within BT
Global Services in 2009 and net interest on
pensions.
The directors believe that the presentation of
the groups results in this way is relevant to an
understanding of the groups financial performance. A
reconciliation from adjusted EBITDA to operating
profit, the most directly comparable IFRS measure is
included in the segment information note on page 102.
A reconciliation from adjusted operating profit to the
reported profit is included on page 42. A
reconciliation from adjusted earnings per share to
reported earnings per share is included on page 110.
Specific items
In our income statement and segmental analysis we
separately identify specific items and present our
results both before and after these items. This is
consistent with the way that financial performance is
measured by management and is reported to the Board
and the Operating Committee 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 the
understanding of the groups financial performance as
specific items are significant one-off or unusual in
nature and have little predictive value. Items that we
consider to be significant one-off or unusual in
nature include disposals of businesses and
investments, business restructuring costs, asset
impairment charges, property rationalisation
programmes and the settlement of multiple tax years in
a single settlement. An analysis of Specific items
recognised in all years presented is included on pages
45 and 106.
Contract and financial review charges
Adjusted revenue, adjusted EBITDA and adjusted
operating profit are stated before specific items and
the BT Global Services contract and financial review
charges of £1,639m recognised in 2009 due to the size
and nature of these charges.
Net interest on pensions
Adjusted profit before taxation and adjusted earnings
per share are also presented before net interest on
pensions, as disclosed in note 29 to the consolidated
financial statements, due to the volatile nature of
this item.
Underlying revenue, operating costs and capital expenditure
Underlying revenue, operating costs and capital
expenditure refers to the amounts excluding 1) the
contribution in the current year from acquisitions
that are not reflected in the comparable period in the
prior year due to the date the acquisition was
completed, and 2) the impact of rebasing the prior
year to be on a constant currency basis compared with
the current year. No adjustment is made to the prior
year reported revenue, operating costs or capital
expenditure in determining the year on year movement
in underlying revenue, operating costs and capital
expenditure. The directors believe that presentation
of the groups revenue, operating costs and capital
expenditure in this way is relevant to an
understanding of the groups financial performance.
Both acquisitions and foreign exchange rate
movements can have significant impacts on the groups
reported revenue, operating costs and capital
expenditure and therefore can impact year on year
comparisons. Presentation of the groups revenue,
operating costs and capital expenditure excluding the
year on year impact of acquisitions and on a constant
currency basis allows the groups revenue, operating
costs and capital expenditure to be presented on a
consistent basis for the purpose of year on year
comparisons. A reconciliation of reported operating
costs and capital expenditure to underlying operating
costs and capital expenditure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
Capital |
|
|
|
|
|
|
costs |
|
|
expenditure |
|
|
Total |
|
Year ended 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Reported |
|
|
19,116 |
|
|
|
2,533 |
|
|
|
21,649 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Specific items |
|
|
(427) |
|
|
|
|
|
|
|
(427 |
) |
Depreciation and amortisation |
|
|
(3,039) |
|
|
|
|
|
|
|
(3,039 |
) |
Leaver costs |
|
|
(142) |
|
|
|
|
|
|
|
(142 |
) |
|
|
|
|
|
15,508 |
|
|
|
2,533 |
|
|
|
18,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange |
|
|
(316) |
|
|
|
(16 |
) |
|
|
(332 |
) |
Acquisitions |
|
|
(32) |
|
|
|
|
|
|
|
(32 |
) |
|
|
Total underlying costs |
|
|
15,160 |
|
|
|
2,517 |
|
|
|
17,677 |
|
|
|
Free cash flow
Free cash flow is one of our key performance
indicators by which our financial performance is
measured. Free cash flow is defined as the net
increase in cash and cash equivalents less cash flows
from financing activities (except net interest paid)
and less the acquisition or disposal of group
undertakings and less the net sale of short-term
investments and excluding pension deficit payments.
Free cash flow is primarily a liquidity measure,
however we also
BT GROUP PLC ANNUAL REPORT & FORM 20-F 55
REVIEW OF THE YEAR FINANCIAL REVIEW
believe it is an important indicator of our overall
operational performance as it reflects the cash we
generate from operations after capital expenditure and
financing costs, both of which are significant ongoing
cash outflows associated with investing in our
infrastructure and financing our operations. In
addition, free cash flow excludes cash flows that are
determined at a corporate level independently of
ongoing trading operations such as dividends, share
buy backs, acquisitions and disposals and repayment of
debt. Our use of the term free cash flow does not mean
that this is a measure of the funds that are available
for distribution to shareholders. A reconciliation of
free cash flow to net cash inflow from operating
activities, the most directly comparable IFRS measure,
is included on page 51.
Net debt
Net debt consists of loans and other borrowings (both
current and non current), 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 measure,
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 undiscounted 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 effective interest method as
required by IAS 39. In addition, the gross balances
are adjusted to take account of netting arrangements.
Net debt is considered to be an alternative
performance measure as it is not defined in IFRS. The
most directly comparable IFRS measure is the aggregate
of loans and other borrowings (current and non
current), current asset investments and cash and cash
equivalents. A reconciliation of net debt to this
measure is included on page 53. It is considered both
useful and necessary to disclose net debt as it is a
key measure against which performance against the
groups strategy is measured. It is a measure of the
groups net indebtedness that provides an indicator of
the overall balance sheet strength. It is also a
single measure that can be used to assess both the
groups cash position and indebtedness. There are
material limitations in the use of alternative
performance measures and the use of the term net debt
does not necessarily mean that the cash included in
the net debt calculation is available to settle the
liabilities included in this measure.
56 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
We are committed to operating in accordance with best practice in business integrity,
maintaining the highest standards of financial reporting, corporate governance and ethics. The
directors consider that BT has, throughout the year, complied with the provisions set out in
Section 1 of the 2008 Combined Code on Corporate Governance (the Code) and has applied the main
principles of the Code as described in this report.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 57
REPORT OF THE DIRECTORS
BOARD OF DIRECTORS AND OPERATING COMMITTEE
Chairman
|
|
|
|
|
Sir Michael Rake
Chairmanc,d,e,f |
Sir Michael was appointed to the Board as Chairman on
26 September 2007. He also chairs the Nominating
Committee and the Committee for Responsible and
Sustainable Business. He was formerly chairman of KPMG
International from 2002 to 2007, and previously held
other roles in KPMG from 1972.
He is chairman of the UK Commission for
Employment and Skills and easyJet, and a non-executive
director of Barclays, where he chairs the Audit
Comittee, McGraw Hill and the Financial Reporting
Council. Sir Michaels appointments include
vice-president of the RNIB, membership of the board of
the TransAtlantic Business Dialogue, the CBI
International Advisory Board and the National Security
Forum.
A Chartered Accountant, he was knighted in 2007
for his services to the accountancy profession. Aged
62.
Executive directors
|
|
|
|
|
Ian Livingston
Chief Executivea,f |
Ian Livingston was appointed as Chief Executive on 1
June 2008. He chairs the Operating Committee. He was
formerly Chief Executive of BT Retail from 7 February
2005 and 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 is a non-executive director of
Celtic. He is a Chartered Accountant. Aged 45.
|
|
|
|
|
Tony Chanmugam
Group Finance Directora |
Tony Chanmugam was appointed to the Board on 1
December 2008 as Group Finance Director. He was
formerly Chief Financial Officer of BT Retail and
Managing Director of BT Enterprises and, from 1997
to 2004, he was Chief Financial Officer and then
Chief Operating Officer at
BT Global Solutions. He was appointed a
non-executive director and chairman of the audit
committee of Barnet and Chase Farm Hospital Trust in
April 2010. He is a Chartered Management Accountant.
Aged 56.
|
|
|
|
|
Gavin Patterson
Chief Executive, BT Retaila,e |
Gavin Patterson was appointed to the Board on 1 June
2008. He joined BT in January 2004 as Managing
Director, Consumer Division, BT Retail and was
appointed Chief Executive, BT Retail on 1 May 2008.
Before joining BT, he was managing director of the
consumer division of Telewest. He joined Telewest in
1999 and held a number of commercial and marketing
roles, after working for Procter & Gamble since 1990.
Aged 42.
Company Secretary
Andrew Parker, formerly General Counsel, BT Retail
from 2004, was appointed Company Secretary on 1 April
2008. A solicitor, he has worked for BT since 1988 in
a number of legal, regulatory and compliance roles. He
is an employer-nominated trustee director of the BT
Pension Scheme. Andrew previously worked in the City
in legal private practice. Aged 50.
Operating Committee
Ian Livingston, Chief Executive
Tony
Chanmugam, Group Finance Director
Sally
Davis, Chief Executive, BT Wholesale
Jeff Kelly, Chief Executive, BT Global
Services
Roel Louwhoff, Chief Executive,
BT Operate
Gavin Patterson, Chief
Executive, BT Retail
Clive Selley, Chief
Executive, BT Innovate & Design
Key to membership of Board committees:
a Operating
b Audit
c Remuneration
d Nominating
e Responsible and Sustainable Business
f Pension Scheme Performance Review Group
g Equality of Access Board
58 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS BOARD OF DIRECTORS AND OPERATING COMMITTEE
Non-executive directors
Tony Ball was appointed to the Board on 16 July 2009.
He has held senior executive positions in broadcasting
and telecommunications businesses in the UK, US and
continental Europe. Between 1999 and 2003 he was chief
executive of BSkyB. He is chairman of the supervisory
board of Kabel Deutschland, the German cable operator.
He is also a board member of the Olympic Delivery
Authority for the 2012 London Olympic Games and a
non-executive director of the Spanish cable company
ONO. Aged 54.
Eric Daniels was appointed to the Board on 1 April
2008. He has been group chief executive of Lloyds
Banking Group (formerly Lloyds TSB Group) since 2003
and a director since 2001, and was formerly group
executive director, UK retail banking. He worked for
Citibank from 1975 to 2000 becoming chief operating
officer of Citibanks consumer bank, then chairman and
CEO of Travelers Life and Annuity, following its
merger with Citibank. After that, Eric was chairman
and chief executive of Zona Financiera from 2000 to
2001 before joining Lloyds TSB Group.
He is an international advisory board member
for British American Business Inc, a member of the
International Council of Business Advisors and chief
executive of the UK Career Academy Foundation. A US
national, he is aged 58.
Phil Hodkinson was appointed to the Board on 1
February 2006. He chairs the Audit Committee. A
Fellow of the Institute of Actuaries, prior to his
retirement in 2007, Phils former roles included
group finance director of HBOS,
chairman of Insight Investment and Clerical Medical,
and chief executive of Zurich Life and Eagle Star
Life.
Phil is a non-executive director of HM Revenue &
Customs, Travelex, Resolution and Business in the
Community, and a trustee of Christian Aid and BBC
Children in Need. Aged 52.
Clay Brendish was appointed to the Board on 1
September 2002. 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. He also
acted as an adviser to the Government on the
efficiency of the Civil Service.
He is non-executive chairman of Anite, Echo
Research and SThree and a non-executive director of
Herald Investment Trust. He is also a trustee of the
Economist Group. Aged 63.
|
|
|
|
|
Rt Hon Patricia Hewittb,c,d,f |
Patricia Hewitt was appointed to the Board on 24 March
2008 and became the Senior Independent Director on 16
July 2009. She chairs the Remuneration Committee and
the Pension Scheme Performance Review Group. She
stepped down as an MP at the 2010 election. She was
Secretary of State for Health from 2005 to 2007 and
previously for Trade and Industry and Cabinet Minister
for Women from 2001 to 2005. Before entering Parliament
in 1997, she was director of research EMEA at Andersen
Consulting (now Accenture) and deputy director of the
Institute for Public Policy Research. Patricia is a
member of the Asia Pacific Advisory Committee of
Barclays. She chairs the UK India Business Council and
Katha Childrens Trust. A British and Australian dual
national, she is aged 61.
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 US, Canada, Latin America, Asia and
Europe.
Carl is a non-executive director of BAE Systems
and Rexam. He was formerly chairman of the HMV Group
and a non-executive director of Rolls-Royce. A US
national, he is aged 64.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 59
REPORT OF THE DIRECTORS
THE BOARD
Introduction
BT Group plc is the listed holding company for the
BT group of companies: its shares are listed on the
London Stock Exchange and on the New York Stock
Exchange in the form of American Depositary Shares.
The directors submit their report and the
audited financial statements of the company, BT
Group plc, and the group, which includes its
subsidiary undertakings, for the 2010 financial
year.
The Review of the year on pages 10 to 40 forms
part of this report. The audited financial statements
are presented on pages 87 to 144 and 149.
Corporate governance statement
We are committed to operating in accordance with
best practice in business integrity and maintaining
the highest standards of financial reporting,
corporate governance and ethics. The directors
consider that BT has, throughout the year, complied
with the provisions set out in Section 1 of the 2008
Combined Code on Corporate Governance (the Code) and
applied the main principles of the Code as described
in pages 58 to 82 of this Report. The Code and
associated guidance can be found on the Financial
Reporting Council website at
www.frc.org.uk/corporate/combinedcode.cfm
Directors
The names and biographical details of the
directors are given on pages 58 and 59 in Board of
Directors and Operating Committee.
Changes to the composition of the Board from 1
April 2009 are set out in the table below:
|
|
|
|
|
|
|
|
|
|
|
Former directors |
|
Date of change |
|
|
|
|
|
Matti Alahuhta |
|
31 May 2009 |
|
Maarten van den Bergh |
|
15 July 2009 |
|
Hanif Lalani |
|
7 January 2010 |
|
Deborah Lathen |
|
31 January 2010 |
|
|
|
|
|
|
|
|
|
|
|
New director |
|
|
|
|
|
|
|
|
|
Tony Ball |
|
16 July 2009 |
Maarten van den Bergh retired from the Board on 15
July 2009. He was succeeded as Senior Independent
Director by Rt Hon Patricia Hewitt, who also became
chair of the Remuneration Committee and the Pension
Scheme Performance Review Group, and a member of the
Nominating Committee.
Governance and role of the Board
The Board, which operates as a single team, is
made up of the part-time Chairman, the Chief
Executive, two other executive directors and six
non-executive directors. All the non-executive
directors during the 2010 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. The Board viewed the
Chairman as independent at the time of his
appointment. In line with BTs policy, the Board
comprised a majority of independent non-executive
directors throughout the 2010 financial year.
The Board is ultimately responsible for the management of the groups operations in addition to
discharging certain legal responsibilities. It has final responsibility for the groups strategy
and for overseeing the groups performance. Its principal focus is on:
4 |
|
Strategy |
|
4 |
|
Development |
|
4 |
|
Growing shareholder value |
|
4 |
|
Oversight and control |
|
4 |
|
Corporate governance. |
4 |
|
values, ethics and business policies and practices |
|
4 |
|
strategic plans |
|
4 |
|
annual budget |
|
4 |
|
capital expenditure and investments budgets |
|
4 |
|
larger capital expenditure proposals |
|
4 |
|
the overall system of internal controls,
governance and compliance authorities. |
The Board also oversees controls, 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 at
www.bt.com/board
The Board has agreed the corporate governance
framework, including giving authority to the 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.
The Board normally meets nine times each year
as it did during the 2010 financial year.
The roles of the Chairman and the Chief Executive
are separate.
They are set out in written job
descriptions, approved by the Nominating Committee. As
well as chairing the Board, the Chairman consults the
non-executive directors, particularly the Senior
Independent Director, 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 meetings at which
they discuss matters without the executive directors
being present. With the Chief Executive and the
Company Secretary, the Chairman ensures that 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 BT in specified strategic and Government
relationships, as agreed with the Chief Executive, and
generally acts as the bridge between the Board and the
executive team, particularly on BTs broad strategic
direction. The Chairmans other current significant
commitments are shown in
Board of Directors and Operating Committee on page
58. The Chief Executive has final executive
responsibility, reporting to the Board, for the
success of the group.
The Company 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,
corporate governance policies and practices and is
responsible for communicating and implementing them.
He advises the Board on appropriate procedures for the
management of its meetings and duties (and the
meetings of the main committees), as well as corporate
governance and compliance within the group. The
appointment and removal of the Company Secretary is a
matter for the whole Board.
60 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS THE BOARD
Directors powers to authorise conflicts of
interest
All directors have a duty under the Companies Act 2006 (the 2006 Act) to avoid a situation in
which he or she has or can have a direct or indirect interest that conflicts or possibly may
conflict with the interests of the company. The company adopted new Articles of Association in July
2009 which included provisions for dealing with directors conflicts of interest in accordance with
the 2006 Act. The Company has procedures in place, which it follows, to deal with situations where
directors may have any such conflicts, which require the Board to:
4 |
|
consider each conflict situation separately on its particular facts |
|
4 |
|
consider the conflict situation in conjunction with the rest of
their duties under the 2006 Act |
|
4 |
|
keep records and Board minutes as to authorisations granted by
directors and the scope of any approvals given |
|
4 |
|
regularly review conflict authorisation. |
BTs non-executive directors
The Nominating Committee has agreed and reviews
from time to time 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.
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 judgement, gained at
the most senior levels of international business
operations and strategy, finance, marketing,
technology, communications and political and
international affairs.
In her capacity as the Senior Independent
Director, and as the chairman of the Remuneration
Committee, Patricia Hewitt meets from time to time
with BTs major institutional shareholders. She is
able, if necessary, to discuss matters with these
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 BTs share dealing
code.
Main Board committees
The Operating Committee, the 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, BT Innovate & Design
and BT Operate. The Company Secretary attends all
meetings and the Group HR Director normally attends
the meetings. The Committee has collective
responsibility for running the groups business. To do
that, it develops BTs strategy and budget for Board
approval, recommends to the Board capital expenditure
and investments budgets, monitors financial,
operational and customer quality of service
performance, reviews the risk register and individual
risks
on it, allocates resources across BT within plans
agreed by the Board, plans and delivers major
programmes, and reviews the senior talent base and
succession plans. Within BTs corporate governance
framework, approved by the Board, the Operating
Committee can approve, up to limits beyond which Board
approval is required, capital expenditure, disposals
of fixed assets, investments and divestments. It can
delegate these approvals, up to its own limits, to
sub-committees and to senior executives.
To meet best corporate governance practice, the
Audit Committee, the Remuneration Committee and the
Nominating Committee have long been an established
part of BTs system of governance. Each committee has
written terms of reference, which are available on our
website. The Report of the Audit Committee, the Report
of the Nominating Committee and the Report on
directors remuneration are on pages 62 to 77. The
Report of the Committee for responsible and
sustainable business is included on page 65. The
Equality of Access Board (EAB), which is also a
committee of the Board, was established, as part of
the Undertakings given by BT to Ofcom following
Ofcoms strategic review of telecommunications, to
monitor, report and advise BT on BTs compliance with
these Undertakings. As required by the Undertakings,
the EAB comprises five members: Carl Symon, a BT
non-executive director and chairman of the EAB; a BT
senior executive, Himanshu Raja, Chief Financial
Officer, BT Innovate & Design; and three independent
members: Sir Bryan Carsberg, Stephen Pettit and Dr
Peter Radley. The EAB reports regularly to the Board.
Its terms of reference are available on BTs website.
The EAB publishes an annual report to Ofcom, which is
also available on BTs website.
The Board also has a Pension Scheme Performance
Review Group, which reviews the position of the BTPS
and issues affecting its ongoing funding.
New York Stock Exchange
BT, as a foreign issuer with American Depositary
Shares listed on the New York Stock Exchange (NYSE), is
obliged to disclose any significant ways in which its
corporate
governance practices differ from the corporate
governance listing standards of the NYSE.
We have reviewed the NYSEs listing standards and
believe that our corporate governance practices are
consistent with them, with the following exception
where we do not meet the strict requirements set out
in the standards. These state that companies must have
a nominating/corporate governance committee composed
entirely of independent directors and with written
terms of reference which, in addition to identifying
individuals qualified to become board members,
develops and recommends to the Board a set of
corporate governance principles applicable to the
company. We have a Nominating Committee chaired by the
Chairman, Sir Michael Rake, but this does not develop
corporate governance principles for the Boards
approval. The Board itself approves the groups
overall system of internal controls, governance and
compliance authorities. The Board and the Nominating
Committee are made up of a majority of independent,
non-executive directors.
The Sarbanes-Oxley Act of 2002, the US Securities
and Exchange Commission (SEC) and NYSE introduced
rules on 31 July 2005 requiring us to comply with
certain provisions relating to the Audit Committee.
These include the independence of Audit Committee
members and procedures for the treatment of complaints
regarding accounting or auditing matters. We are fully
compliant with these requirements.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 61
REPORT OF THE DIRECTORS
REPORT OF THE AUDIT COMMITTEE
Introduction
The Audit Committee is chaired by Phil Hodkinson.
The other members are Clay Brendish, Patricia Hewitt
and Carl Symon. They are all independent non-executive
directors. They were all members of the Committee
throughout the 2010 financial year. Appointments are
for a period of up to three years, which may be
extended for two further three year periods, provided
the director remains independent. The Board considers
that the Committees members have broad commercial
knowledge and extensive business leadership
experience, having held between them various prior
roles in major business, Government, financial
management, treasury and financial function
supervision and that this constitutes a broad and
suitable mix of business, financial management and IT
experience. The Board has reviewed membership of the
Committee and is satisfied that it includes a member
in the person of Phil Hodkinson who has recent and
relevant financial experience required for the
provisions of the Code and is an audit committee
financial expert for the purposes of the US
Sarbanes-Oxley Act. The Committee meets typically five
times each financial year: in April, May, July,
November and February and the Chairman of the
Committee reports on the discussions at the next Board
meeting.
The Group Finance Director, Company Secretary,
Director Internal Audit and Director Group Financial
Control although not members of the Audit Committee,
will attend meetings with the agreement of the
Chairman of the Audit Committee. The external auditors
will normally attend meetings, although they will not
be present when the Committee discusses their
performance and/or remuneration.
The papers and minutes of the Audit Committee
meetings are also sent to directors who are not
members of the Committee.
Committee role
The Committees terms of reference are available
from the Company Secretary and are posted on our
website at www.bt.com/committees The Committee
recommends the appointment and reappointment of the
external auditors and considers their resignation or
dismissal, recommending to the Board appropriate action
to appoint new auditors. PricewaterhouseCoopers have
been the companys auditors for many years. Having
reviewed the independence and effectiveness of the
external auditors, the Committee has not considered it
necessary to date to require them to tender for the
audit. The external auditors are required to rotate the
lead partner every five years, and other partners every
seven years, that are responsible for the group and
subsidiary audits. The partner currently responsible
for BTs audit is completing his first year. The
Committee 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. The
Committee reviews the auditors performance each year
by gathering feedback from Committee members and senior
management, and by considering reports on the audit
firms own internal quality control procedures and
assessment of independence. No contractual obligations
exist that restrict the groups choice of external
audit firm.
As a result of regulatory or similar requirements,
it may be necessary to employ the 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 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 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 services being performed by the
external auditors and approves any services not included on the list of services the Committee has
pre-approved before it is undertaken. It also monitors the level of non-audit fees paid to the
auditors. Details of non-audit services carried out by the external auditors are in note 31 in the
Notes to the consolidated financial statements on page 136.
The Audit Committee reviews BTs
published financial results, the Annual Report and 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 and Form 20-F.
The Committee also reviews the disclosures 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
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.
The Audit Committee reviews internal audit and
its relationship with the external auditors,
including plans and performance; and monitors,
reviews and reports on risk management processes and
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.
It reviews promptly all material reports on the
company from the internal auditors and ensures that
appropriate action is taken on issues arising from
such reports, including monitoring managements
responsiveness to the findings and recommendations of
the internal auditors.
It reviews the processes for dealing with
complaints received by the company regarding
accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by
employees of concerns regarding questionable
accounting or auditing matters (whistleblowing
procedures), ensuring arrangements are in place for
the proportionate, independent investigation and
appropriate follow up of such matters.
During the 2010 financial year, the Committee
placed particular emphasis on reviewing: the
effectiveness of internal audit, major contract
management and accounting, the line of business Audit
Committees and the management of risk.
Committee activities
At each of its meetings, the Committee reviews
with the Director Internal Audit and appropriate
executives the implementation and effectiveness of
key operational and functional change and remedial
programmes. The Committee also sets time aside at
each meeting to seek the views of the internal and
external auditors in the absence of management.
During the year the Audit Committee business included consideration of the following:
April:
4 |
|
BT Global Services contract performance |
|
4 |
|
review of the internal control requirements under the
Combined Code and Sarbanes-Oxley |
|
4 |
|
draft Annual Report and Form 20-F. |
|
|
|
May: |
|
4 |
|
review of going concern |
|
4 |
|
review of external audit and non-audit fees |
62 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT OF THE AUDIT COMMITTEE
4 |
|
the Annual Report and Form 20-F, full year results
announcements and related formal statements |
|
4 |
|
corporation tax provisions |
|
4 |
|
accounting estimates and judgements |
|
4 |
|
review of the internal control requirements under
the Combined Code and Sarbanes-Oxley |
|
4 |
|
annual report on the performance of the Internal
Audit function and year end Corporate Summary
report |
|
4 |
|
annual update on whistleblowing, litigation
trends and major litigation report |
|
4 |
|
external auditors report. |
|
|
|
July: |
|
4 |
|
review of the external and internal auditors effectiveness |
|
4 |
|
first quarter results, announcement and related formal statements |
|
4 |
|
BT Security update. |
|
|
|
September: |
|
4 |
|
review of internal audit effectiveness.
November: |
|
4 |
|
review of fees for audit and non-audit services |
|
4 |
|
review of the line of business Audit Committees |
|
4 |
|
enterprise risk management review |
|
4 |
|
half year results, announcement and related formal statements |
|
4 |
|
external audit plan |
|
4 |
|
BT Global Services major contracts review |
|
4 |
|
review of internal control requirements under the Combined Code and Sarbanes-Oxley |
|
4 |
|
forward strategy for Internal Audit. |
|
|
|
February: |
|
4 |
|
third quarter results, announcement and related formal statements |
|
4 |
|
internal audit review update |
|
4 |
|
risk management agenda for 2010/11 |
|
4 |
|
external auditors quarterly report |
|
4 |
|
annual review of accounting policies |
|
4 |
|
review of the operation of Sarbanes-Oxley s404 processes. |
The Committee evaluated its performance and processes
by inviting Committee members, key executives and the
external auditors to complete questionnaires. This
formed part of the annual Board and Committee
evaluation. The results showed that the Committee
continued to be effective in terms of both behaviours
and processes but highlighted the need to understand
better the risks inherent in and the accounting for
major BT Global Services contracts and to focus more on
the adequacy of risk mitigation plans. As a result, and
having considered the recommendation in the Walker
Review about establishing a risk committee, the annual
meeting schedule of the Committee has changed to
include an additional meeting and for risk management
to be given special attention at the July and February
meetings. The Committee will monitor the position to
assess whether a separate risk committee is needed
going forward, given the complex nature of BTs
business. The Committee also undertook a review of the
Internal Audit function during the year, which focused
on direction, experience and skill set, and the
appropriateness of the methodologies and tools used. In
response to the findings, the Committee approved an
action plan to address the areas highlighted for
improvement.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 63
REPORT OF THE DIRECTORS
REPORT OF THE NOMINATING COMMITTEE
Introduction
The Nominating Committee is chaired by the
Chairman. The other members are Tony Ball, Clay
Brendish, Eric Daniels, Patricia Hewitt and Phil
Hodkinson.
Five of its six members are independent
non-executive directors. Although he is not
independent, the Board believes that Sir Michael Rake,
as Chairman of the Board, is the most appropriate
person to chair the Committee. He would not participate
in the selection and appointment of his successor. The
Company Secretary and, where appropriate, at the
invitation of the Chairman, the Chief Executive attend
the Committees meetings.
Committee role and activities
The Committees terms of reference are available
from the Company Secretary and are posted on our
website at www.bt.com/committees The Nominating
Committee ensures an appropriate balance of experience
and expertise on the Board, reviews the size and
composition of the Board and recommends any proposed
changes to the Board.
It keeps under review the need to refresh the
Board, prepares a description of the specific
experience and skills needed for an appointment,
considers candidates who are put forward by the
directors and external consultants, and recommends to
the Board the appointment of all directors after
having met short-listed candidates. It makes
recommendations to the Board on whether to reappoint
non-executive directors at the end of terms of office.
It also reviews the time required from the Senior
Independent Director and other non-executive directors
to carry out their duties and advises the Board on
succession planning for the positions of the Chairman,
Deputy Chairman and/or Senior Independent Director,
Chief Executive and all other Board appointments.
The Committee met three times during the 2010
financial year. It reviewed Board succession, in
particular the position of Senior Independent
Director, the size, skills profile and composition of
the Board, the role of external recruitment
consultants and Board and Committee evaluation
questionnaires and process. The Committee recommended:
4 |
|
the appointment of Patricia Hewitt as Senior
Independent Director in succession to Maarten van den
Bergh; and |
|
4 |
|
the appointment of Tony Ball as a
non-executive director to bring industry-relevant knowledge and experience to
the Board, having held senior executive positions in
broadcasting and telecommunication businesses in the
US and Europe, including the UK. |
It also reviewed the position of the Chairman.
The minutes of Nominating Committee meetings are
sent, at their request, to directors who are not
members of the Committee, where appropriate to do so.
Board evaluation
A further review was carried out by the Chairman
and Company Secretary through a questionnaire and
discussion with directors in April 2009.
Maarten van den Bergh, the Deputy Chairman,
reviewed the performance of the Chairman taking into
account the views of the non-executive directors.
The Chairman and Maarten van den Berghs successor as Senior Independent Director, Patricia
Hewitt, reviewed the results of the evaluation and agreed and implemented a set of actions to
address the points raised. These included:
4 |
|
the appointment of Tony Ball as a director, to bring
broadcasting and telecommunication business experience to the Board |
|
4 |
|
an increased focus on improving BT Global Services performance |
|
4 |
|
more frequent discussion at Board meetings on strategic issues and opportunities |
|
4 |
|
building further customer and investor confidence |
|
4 |
|
improving the quality and depth of oversight functions. |
A further review was carried out in March and April 2010 by the Chairman and
Company Secretary through a questionnaire and discussion and the results will be discussed by the
Board following which an action plan will be produced. It has been agreed that, from now on, the
annual Board evaluation will be carried out using an external facilitator every two or three years.
Separate surveys about Audit Committee and
Remuneration Committee effectiveness were also carried
out and the outcomes of the surveys are reported in
their respective reports. The Operating Committee also
conducted its own evaluation, and considered the
results.
64 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
REPORT OF THE COMMITTEE FOR RESPONSIBLE
AND SUSTAINABLE BUSINESS
Introduction
The Committee for Responsible and Sustainable
Business is chaired by the Chairman and comprises:
Gavin Patterson, Chief Executive BT Retail; Larry
Stone, President Group Public and Government Affairs;
and Alex Wilson, Group Human Resources Director; two
non-executive directors: Clay Brendish and Phil
Hodkinson and three independent members: Lord
Hastings, Baroness Jay and Dame Ellen MacArthur.
Jonathon Porritt, chair of BTs external Leadership
Advisory Panel, attends one meeting per annum. Deborah
Lathen left the Committee on 31 January 2010, when she
ceased to be a director.
Committee role
With input and recommendations from executive
management and advice from an independent expert
advisory panel, the Committee sets the corporate
responsible and sustainable business strategy for the
BT group globally (including wholly owned
subsidiaries) for approval by the Board. The Committee
reviews and agrees plans and targets, evaluates
performance, oversees a culture of transparency and
stakeholder accountability and distributes, within the
approved budget, funding to support the strategy.
Committee activities
The Committee aims to ensure that BTs responsible policies, behaviour and practices are
applied throughout the business, minimising any CR risks to BTs operations and reputation. It
encourages innovation and the development of new communication services to help create a more
sustainable society. The Committee met four times in the 2010 financial year and reviewed:
4 |
|
progress against CR strategy and key performance indicators |
|
4 |
|
community and charity support programmes |
|
4 |
|
the development of BTs volunteering and sustainability skills programmes |
|
4 |
|
activities supporting BTs environment and climate change programmes |
|
4 |
|
proposals relating to the development of BTs low carbon economy solutions. |
The Committee made visits to a number of organisations
in the 2010 financial year, including InterHealth, One
Young World, I CAN and Radar, and also to Adastral
Park (where the Committee met more organisations and
reviewed a number of projects).
The Committee has close links with BTs CR
Leadership Advisory Panel (Panel); Jonathon Porritt
(chair of the Panel) attended the July meeting of the
Committee and Dame Ellen MacArthur attended the
December Panel meeting. Gavin Patterson is a member
of the Committee and he attends Panel meetings.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 65
REPORT OF THE DIRECTORS
REPORT ON DIRECTORS REMUNERATION
Overview
4 |
|
The Remuneration Committee endorsed the Chief
Executives proposal that directors and senior
executives should receive no salary increase in
2009/10, in line with the pay freeze for all
employees. |
|
4 |
|
In view of our executive teams strong performance,
the Committee decided to increase salaries to
directors and senior executives from June 2010.
Executive directors salaries are set to be below the
median level for directors of comparable companies.
The salary increases proposed for 2010/11 are in line
with that principle. |
|
4 |
|
The demanding conditions set for the 2009/10 annual
bonus were largely met. In particular, BT exceeded
the targets for free cash flow and earnings per share
(EPS). The Chief Executive was therefore awarded a
bonus of 142% of target; 71% of his maximum bonus
opportunity. |
|
4 |
|
In 2008, shareholders supported a two-stage change in
executive remuneration, designed to simplify the
structure and bring total remuneration closer to our
comparators. As we reported last year, however, the
second stage was postponed in view of the companys
disappointing performance. The second stage will now
be implemented in 2010/11, but with lower maximum
long-term incentive opportunities than originally
proposed, and lower than awards granted in previous
years. |
|
4 |
|
Following consultation with major shareholders, we
strengthened the performance measures for our
long-term Incentive Share Plan. For awards granted
from 2009/10, half of each award is linked to total
shareholder return and half to a new three-year
cumulative free cash flow measure. |
|
4 |
|
The Committee introduced a clawback mechanism into
all executive share plans, making BT one of the
first companies to take such action. |
|
4 |
|
Having considered the impact of personal income tax
changes from April 2010, the Committee endorsed the
Chief Executives recommendation that no changes be
made in order to either avoid or to compensate for
the higher top tax rate. |
|
4 |
|
Hanif Lalani, Chief Executive of BT Global Services
and formerly Group Finance Director, resigned as a
director on 7 January 2010. Details of his leaving
arrangements are disclosed in this report. |
Introduction
This report sets out the details of the
remuneration policy for the companys directors and
senior executives and the amounts paid to the directors
in 2009/10. As well as meeting statutory requirements,
the Committee aims to comply with best practice
guidelines in producing this report. Relevant sections
of this report have been audited in accordance with the
Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulations 2008.
This report covers the following:
4 |
|
Remuneration policy (not subject to audit) |
|
(i) |
|
Role of the Remuneration Committee |
|
|
(ii) |
|
Remuneration principles |
|
|
(iii) |
|
Remuneration in 2009/10 and 2010/11 |
|
|
(iv) |
|
Other matters |
|
|
|
|
Executive share ownership |
|
|
|
|
Pensions |
|
|
|
|
Other benefits |
|
|
|
|
Director who has left the Board |
|
|
|
|
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 |
4 |
|
Remuneration review (audited) |
|
|
|
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 awards |
|
|
|
|
Share awards under the Employee Share Investment Plan |
Shareholders will be asked to vote on this Report at the 2010 AGM.
Remuneration policy
This part of the Report on directors remuneration is not subject to audit.
(i) Role of the Remuneration Committee
The Remuneration Committee is a formal committee
of the Board and has powers delegated to it under the
Articles of Association. Its remit is set out in the
terms of reference formally adopted by the Board,
which were last reviewed in December 2009.
The terms of reference of the Committee are available on the companys website at
www.bt.com/committees
The Remuneration Committee agrees the framework for the remuneration of the
Chairman, the executive directors and certain senior executives. This includes the policy for all
cash remuneration, executive share plans, service contracts and termination arrangements. The
Committee approves salaries, bonuses and share awards for executive directors and senior
executives. The Committee approves changes to the executive share plans and recommends to the Board
any changes which require shareholder approval. The Committee also determines the basis on which
awards are granted under the executive share plans to executives reporting to the senior management
team.
The Board has reviewed compliance with the
Combined Code on reward-related matters, and confirms
that the company has complied with all aspects. The
Chairman, Sir Michael Rake, is a member of the
Committee, in accordance with the provision of the
Combined Code permitting a company chairman to be a
member of, but not chair, the remuneration committee.
The Committee met five times during 2009/10. In addition to the Chairman, the members of the
Committee are all independent non-executive directors. Maarten van den Bergh, who had been chairman
of the Committee since October 2006, stood down at the AGM in July 2009 and was succeeded by
Patricia Hewitt, the Senior Independent Director. The other members who served during 2009/10 were:
4 |
|
Matti Alahuhta (retired 31 May 2009) |
|
4 |
|
Eric Daniels |
|
4 |
|
Deborah Lathen (retired 31 January 2010) |
|
4 |
|
Carl Symon |
In addition, the Chief Executive is invited to attend meetings, except when it would be
inappropriate for him to be there, for example, when his own remuneration is discussed.
Non-executive directors who are not members of the Committee are entitled to receive the papers
discussed at meetings and the minutes.
66 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
The Committee has received advice during the year from
independent remuneration consultants, Kepler
Associates, who were appointed by the company. Kepler
advised both the Committee and the company and
attended Committee meetings when major remuneration
issues were discussed. They provided no other services
to the company. In March 2010 Kepler Associates were
replaced by Towers Watson, who were appointed by the
Committee. Towers Watson also provide the company with
consultancy services on general HR and pensions
issues. The Committee also regularly consults the
Chief Executive, the Group Finance Director, the Group
HR Director, the Director Reward and Employee
Relations, and the Company Secretary.
The chair of the Committee met several major shareholders, the Association of British Insurers
and Pensions Investment Research Consultants Limited (PIRC) to discuss remuneration issues,
including the recommendations of Sir David Walkers review and the Financial Reporting Councils
review of the Combined Code.
The Committee reviewed its own performance and has taken steps to
improve its effectiveness further, for instance by holding a private session for members and the
independent remuneration consultants advising the Committee before each meeting.
(ii) Remuneration principles
During 2009/10, the Committee reviewed the
principles upon which we base senior executive pay. Our
goal remains to maintain a competitive remuneration
package that will attract, retain and motivate a high
quality top team and align their interests with those
of shareholders.
We believe in pay for performance. We aim to set
base salaries below the median for our comparator
group, while setting stretching goals for the annual
bonus (including deferred shares) and the long-term
incentive share plan. It is only in return for
sustained and excellent performance that the
remuneration package as a whole will deliver upper
quartile rewards. A significant proportion of the total
remuneration package is therefore variable and linked
to corporate performance. The Committee reviews the
performance targets regularly to ensure that they are
both challenging and closely linked to the groups
annual and strategic priorities. Furthermore, because a
large part of the remuneration package is delivered in
shares and senior
executives are required to build up a significant
shareholding themselves, they are directly exposed to
the same gains or losses as all other shareholders.
In setting directors remuneration, the Committee
also takes into account the pay and employment
conditions of all our employees. For instance,
following the general pay freeze (including the senior
team) in 2009/10, the overall
increase in senior managers pay for 2010/11 is
comparable with the cost of the pay settlement offered
to our employees generally, with some senior managers
receiving no increase. Although the pay rise for the
Chief Executive is higher (reflecting his performance
and commitments made upon his appointment), the
Committee welcomed Ian Livingstons decision to donate
any salary increase above the average percentage
salary award made to employees to the BT Benevolent
Fund and other charities.
The Committee has considered carefully the relationship of risk to remuneration. The largest
single driver of on-target remuneration is cash flow (28% of the Chief Executives remuneration),
reflecting the importance of cash flow to invest in the business, support the pension fund, reduce
net debt and pay progressive dividends. The other performance drivers are EPS, total shareholder
return and customer service. The Committee is satisfied that this spread of measurement criteria
does not drive inappropriate and risky behaviour and that they are aligned to shareholders
interests.
The Committee is also satisfied that the incentive structure for senior executives does
not raise environmental, social or governance risks by inadvertently motivating irresponsible
behaviour. Part of the annual bonus depends upon an individual assessment of each senior
executives personal contribution to environmental, social and governance measures, including
results of the regular employee surveys.
Annual bonuses are not pensionable.
The Committee will be conducting a further review
of the executive pay structure in 2010/11, to ensure
that we continue to strengthen the alignment of
executive interests with those of shareholders,
simplifying the system where possible. We will consult
major shareholders and representative bodies during
the review, while any proposed changes will be the
subject of a shareholder vote on the 2011 Directors
remuneration report.
(iii) Remuneration in 2009/10 and 2010/11
Remuneration structure
|
|
|
|
|
|
|
|
|
2008/09 |
|
2009/10 |
|
2010/11 |
|
Base salary
|
|
increases to align
|
|
no increases
|
|
increases to align |
|
|
with the market
|
|
|
|
with the market |
|
Annual bonus |
|
|
|
|
|
|
Chief Executive
|
|
target 100% salary
|
|
target 100% salary
|
|
target 125% salary |
|
|
maximum 200% salary
|
|
maximum 200% salary
|
|
maximum 200% salary |
Executive directors
|
|
target 80% salary
|
|
target 80% salary
|
|
target 100% salary |
|
|
maximum 120% salary
|
|
maximum 120% salary
|
|
maximum 150% salary |
|
Deferred bonus (in shares) |
|
|
|
|
|
|
Chief Executive
|
|
1x cash bonus
|
|
1x cash bonus
|
|
1x cash bonus |
Executive directors
|
|
75% of cash bonus
|
|
75% of cash bonus
|
|
75% of cash bonus |
|
Incentive shares |
|
|
|
|
|
|
Chief Executive
|
|
3x salary
|
|
3x salary
|
|
2.5x salarya |
Executive directors
|
|
2.5x salary
|
|
2.5x salary
|
|
2x salarya |
|
Retention shares
|
|
none
|
|
none
|
|
none |
|
Share options
|
|
none
|
|
none
|
|
none |
|
|
|
|
a |
|
Although shareholders agreed a maximum award of incentive shares of 3x salary for
the Chief Executive (2.5x for executive directors) , the Remuneration Committee approved a proposal
from the Chairman and Chief Executive to reduce this to 2.5x salary for the Chief Executive (2x
salary for executive directors), in view of the wider economic conditions and the base salary
increases. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 67
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Remuneration in 2009/10
Salaries
Salaries are reviewed annually but increases are made
only where the Committee believes the adjustments are
appropriate to reflect the contribution of the
individual, increased responsibilities and market
conditions. In 2009/10 salaries of the executive
directors were not increased.
Annual bonus
The annual bonus is linked to corporate performance
targets set at the beginning of the financial year.
For 2009/10, the weighting of the bonus targets were
set as follows:
|
|
|
|
|
% of total bonus opportunity |
|
|
|
Earnings per share (EPS) |
|
30% |
Free cash flow |
|
30% |
Customer service |
|
25% |
Environmental, social and |
|
|
governance objectives |
|
15% |
The scores for corporate performance targets
for 2009/10 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measure (weighting) |
|
Threshold |
|
|
Target |
|
|
Stretch |
|
|
Actual |
|
|
|
Financial measures (60%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS (30%) |
|
|
15% |
|
|
|
30% |
|
|
|
60% |
|
|
|
43% |
|
Free cash flow (30%) |
|
|
15% |
|
|
|
30% |
|
|
|
60% |
|
|
|
60% |
|
Customer service (25%) |
|
|
12.5% |
|
|
|
25% |
|
|
|
50% |
|
|
|
18% |
|
Sub-total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121% |
|
|
|
Environment, social and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
governance (15%) |
|
|
7.5% |
|
|
|
15% |
|
|
|
30% |
|
|
|
a |
|
|
|
|
|
|
a |
|
Performance is assessed on an individual basis. |
The two financial targets (which together
represent 60% of the bonus) have a direct impact on
shareholder value, while customer service and broader
objectives are vital to the companys long-term health
and growth. We do not publish details of the EPS and
cash flow targets, since these are market sensitive
and commercially confidential. The
Committee is, however, satisfied that the measures are
appropriate and that the targets are properly
stretching.
In calculating EPS for purposes of the annual
bonus, volatile items which would be reported under
IFRS are excluded. The impact of market movements in
foreign exchange and financial instruments, plus the
net finance expense or income relating to the groups
pension liabilities, were excluded from the target.
Customer service is measured by rigorous and
challenging right first time metrics across each
line of business. Although we will keep this measure
under review, right first time is directly linked to
cost reductions as well as to customer satisfaction
and is measured objectively.
The environmental, social and governance measure
is assessed by the Chief Executive for each senior
executive, and by the Chairman for the Chief Executive
himself. Assessment is based upon BTs regular employee
survey as well as health and safety and sustainability
measures.
Annual bonuses are paid in cash. Details of the
bonuses for Ian Livingston, Tony Chanmugam, Gavin
Patterson and Hanif Lalani are set out in the table on
page 73.
Deferred Bonus Plan
In addition to the annual cash bonus, directors
receive an award of shares under the Deferred Bonus
Plan (DBP). For the Chief Executive, the award has a
value of 100% of his cash bonus and for the other
executive directors, the value of the awards is 75% of
their cash bonus.
The shares vest and are transferred to the
executive after three years if they remain employed by
the company. There are currently no additional
performance measures for the vesting of DBP awards.
The Committee considers that awarding shares on a
deferred basis acts as
a retention measure and contributes to the alignment
of management with the long-term interests of the
shareholders.
The DBP awards for previous years for Ian
Livingston, Tony Chanmugam, Gavin Patterson and
Hanif Lalani at the end of 2009/10 are contained
in the table on page 77.
Remuneration in 2010/11
In early 2010, the Remuneration Committee reviewed the
senior executive remuneration package, taking into
account the challenges to the business, the
significant improvement in performance and the need to
incentivise and, if appropriate, reward management for
success. In particular, we considered whether to
implement the second stage of the two-stage change in
remuneration agreed by
shareholders in 2008 but not implemented in 2009
because of the companys unacceptable performance. We
also took into account the views of institutional
shareholders and representative bodies. The Committee
agreed that the on-target and maximum levels for the
annual bonus should be increased as originally agreed,
but that the maximum opportunities for awards granted
under the long-term Incentive Share Plan should be
reduced as a multiple of salary.
Base salaries have also been reviewed and, where
appropriate, increased to bring them more closely
towards, but still typically below or around,
mid-market levels in comparable companies. In making
these decisions, the Committee took account of the
position of all BTs employees who will benefit from
pay increases and annual bonuses based on the
companys performance in 2010/11.
No retention awards or share options will be granted.
Details of the remuneration structure
are set out in the table on page 67.
Annual bonus
The Committee considered carefully the structure of
the corporate scorecard for 2010/11. We have retained
the EPS and free cash flow measures at 30% each,
reflecting their importance as measures of corporate
performance. In order to ensure that senior executives
are also focused on the need for sustained profitable
growth, we have added a new measure worth 10% of
individual performance against personal objectives
based on the companys strategic priorities. Customer
service measures will be 20% and the environmental,
social and governance objectives 10% of the weighting.
The Committee believes that the group
performance targets for the financial year 2010/11
are very challenging.
Proportion of fixed and variable remuneration
The composition of each executive directors
performance-related remuneration, excluding pension,
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
Variable |
|
|
Variable |
|
|
|
|
|
|
base pay |
|
|
cash |
|
|
shares |
|
|
Total |
|
Ian Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010/11 target |
|
|
22% |
|
|
|
28% |
|
|
|
50% |
|
|
|
100% |
|
compositiona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009/10 actual |
|
|
38% |
|
|
|
53% |
|
|
|
9% |
|
|
|
100% |
|
compositionb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tony Chanmugam |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010/11 target |
|
|
28% |
|
|
|
28% |
|
|
|
44% |
|
|
|
100% |
|
compositiona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009/10 actual |
|
|
48% |
|
|
|
46% |
|
|
|
6% |
|
|
|
100% |
|
compositionb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gavin Patterson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010/11 target |
|
|
28% |
|
|
|
28% |
|
|
|
44% |
|
|
|
100% |
|
compositiona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009/10 actual |
|
|
46% |
|
|
|
45% |
|
|
|
9% |
|
|
|
100% |
|
compositionb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Target remuneration comprises current base salary, on-target annual bonus and the
expected value of awards under the deferred bonus and incentive share plans, excluding retention
shares. |
b |
|
Actual remuneration comprises base salary, actual cash bonus and the value
received from deferred shares and incentive shares (awards granted in 2006 and vested in 2009)
during the financial year, excluding retention shares. |
68 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Long-term share-based incentives
Incentive shares
BT operates a long-term Incentive Share Plan (ISP),
based on performance over three years. Shares only
vest if the participant is still employed by BT and
challenging performance measures have been met. In
2007/8 and 2008/9, the vesting of awards was entirely
based on Total Shareholder Return (TSR) relative to a
comparable group of companies; for 2009/10 and
2010/11, 50% of awards are based on relative TSR with
the balance based on a three-year cumulative free
cash flow measure. The use of a free cash flow
measure for the long-term incentive plan as well as
the annual bonus reflects the importance of cash
generation.
TSR for these purposes was calculated by
J.P.Morgan Cazenove. TSR links the reward given to
directors with the performance of BT against other
major companies. TSR is measured against a comparator
group which contains European telecommunications
companies and companies which are either similar in
size or market capitalisation and/or have a similar
business mix and spread to BT.
The TSR comparator group for 2010/11 is the same
as last year (with the substitution of Cable &
Wireless Worldwide for Cable & Wireless and TalkTalk
for Carphone Warehouse) and comprises the following
companies:
|
|
|
|
|
|
Accenture
|
|
France Telecom
|
|
Telecom Italia |
|
AT & T
|
|
Hellenic Telecom
|
|
Telefónica |
|
Belgacom
|
|
IBM
|
|
Telekom Austria |
|
BSkyB
|
|
National Grid
|
|
Telenor |
|
BT Group
|
|
Portugal Telecom
|
|
TeliaSonera |
|
Cable & Wireless Worldwide
|
|
Royal KPN
|
|
Verizon |
|
Cap Gemini
|
|
Swisscom
|
|
Virgin Media |
|
Centrica
|
|
TalkTalk
|
|
Vodafone |
|
Deutsche Telekom |
|
|
|
|
|
The TSR for a company is calculated by comparing
the return index (RI) at the beginning of the
performance period with the RI at the end of the
period. The RI is the TSR value of a company measured
on a daily basis, as tracked by independent analysts,
Datastream. It uses the official closing prices for a
companys shares, adjusted for all capital actions and
dividends paid. The initial RI is determined by
calculating the average RI value taken daily over the
three months prior to the beginning of the performance
period; and the end value is determined by
calculating the average RI over the three months up to
the end of the performance period. This mitigates the
effects of share price volatility. A positive change
between the initial and end values indicates growth in
TSR.
At 31 March 2010, the TSR for the 2007/08 awards
was at 14th position against the comparator group of
15 companies. As a result, none of the shares will
vest and all of the share awards have lapsed.
TSR vesting schedule for ISP awards granted in
2009/10 and 2010/11
|
|
|
|
|
Relative TSR over 3 years |
|
% of share award vesting |
|
|
Below median
|
|
Nil
|
Median
|
|
12.5% |
|
Between median and upper quartile
|
Between 12.5% and 50% on
straight line basis
|
Upper quartile
|
|
50% |
|
The remaining 50% of the ISP awards are based on
a three-year cumulative free cash flow, set at a
level considered by the Committee, and confirmed by
its independent adviser, to be at least as
challenging as the previous measure. For awards
granted in
2009/10, performance is assessed against a range of
cumulative cash flow measures. 25% of the relevant part
of the award will vest for performance at the lower end
of the range, increasing on a straight line basis, such
that 100% of the relevant part of the award will vest
for performance at the upper end of the range. At 31
March 2010, the performance for the awards granted in
2009/10 was at the upper end of the range.
The threshold level for vesting for the free cash
flow measure for awards to be made in 2010/11 has been
set above market expectations prevailing when the
performance conditions were set; the range between
threshold and maximum vesting is £1bn.
The details of ISP awards held by Ian
Livingston, Tony Chanmugam, Gavin Patterson and
Hanif Lalani at the end of the 2009/10 financial
year are contained in the table on page 76.
Clawback
The rules of each of the executive share plans
provide for a clawback of unvested awards in
circumstances where it becomes apparent that there
was a misjudgement of the basis on which the award
was made.
In addition to the ISP, the BT Equity Incentive
Portfolio includes the Retention Share Plan (RSP) and
the Global Share Option Plan (GSOP).
Retention shares
RSP awards are used by exception only and principally as
a recruitment or retention tool. As a result, shares
currently under award are not generally linked to a
corporate performance target. The length of the
retention period before awards vest is flexible,
although this would normally be three years unless the
Committee agrees otherwise. The shares are transferred
at the end of the specified period if the individual
is still employed by BT and any performance conditions
are met. No RSP awards were made to executive
directors, but three awards were granted to other
senior executives, in 2009/10.
Share options
No share options were awarded under the GSOP in
2009/10 and none have been awarded since 2004/05.
Details of options held by directors at the
end of 2009/10 are contained in the table on page
75.
Other share plans
The Chairman and executive directors may participate
in BTs all-employee share plans, the Employee
Sharesave Scheme, Employee Share Investment Plan and
Allshare International, on the same basis as other
employees. Details of these plans are disclosed in
note 30 to the consolidated financial statements.
Openreach
In the Undertakings given to Ofcom on 22 September
2005, BT agreed that the incentive elements of the
remuneration of executives within Openreach should be
linked to Openreach performance rather than BT targets
or share price. These incentives cannot be provided by
way of BT shares.
As a result, separate arrangements were put in
place for Openreach executives in 2005/06. The annual
bonus is linked solely to Openreach targets, and
long-term incentives are paid in cash instead of
shares. However, payment of bonuses in Openreach is
subject to overall affordability within BT Group.
Openreach executives participate in the BT
all-employee share plans on the same terms as other
BT employees.
None of the executive directors participates
in the Openreach incentive plans.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 69
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Dilution
Treasury shares are generally used to satisfy the
exercise of share options, the grant of share awards
and for the all-employee share plans. At the end of
the 2009/10 financial year, treasury shares equivalent
to 9% of the issued share capital would be required
for these purposes. It is estimated that treasury
shares equivalent to approximately 1% of the issued
share capital will be required for all the employee
share plans in 2010/11.
(iv) Other matters
Executive share ownership
The Committee believes that the interests of the
executive directors should be closely aligned with
those of shareholders. The DBP and ISP provide
considerable alignment. The directors are encouraged
to build up a shareholding in the company over time by
retaining shares which they have received under an
executive share plan (other than shares sold to meet a
National Insurance or income tax liability) or from a
purchase in the market. The Chief Executive is
required to build up a shareholding of 2x salary and
the remaining directors 1.5x salary. Progress towards
meeting these targets has been made in 2009/10.
Current shareholdings are set out on page 72.
Pensions
The BT Pension Scheme (BTPS) closed to new entrants on
31 March 2001. None of the executive directors
participates in future service accrual in the BTPS.
Executive directors who are members of the BTPS also
benefit from a death in service lump sum of four times
salary.
All new employees are eligible to join the
defined contribution BT Retirement Saving Scheme
(BTRSS), the successor to the defined contribution BT
Retirement Plan (BTRP). The BTRSS is a group personal
pension plan. For executive directors the company
agrees to pay a fixed percentage of the executives
salary each year which can be put towards the
provision of retirement benefits. Executive directors
who are not members of BTPS benefit from a death in
service lump sum of four times salary and a
dependants pension of 30% of capped salary.
Pension provision for all executives is based on
salary alone bonuses, other elements of pay and
long-term incentives are excluded.
Other benefits
Other benefits for the Chairman and the senior
management team include 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 advice and financial
counselling. The company has a permanent health
insurance policy to provide cover for the Chairman
and certain executive directors who may become
permanently incapacitated.
Director who has left the Board
Hanif Lalani resigned as a director on 7 January 2010
and left BT on 31 March 2010. In accordance with the
terms of his directors service contract, which was
terminated on 11 January 2010, and, following the
cessation of his employment, his salary of £585,000
per annum and the value of all of the benefits to
which he was entitled, amounting to £195,000 per
annum, continue to be provided until the earlier of
nine months from 31 March 2010 or his obtaining
full-time employment. A bonus for the year ended
31 March 2010 of £503,290 was also paid.
Hanif Lalani held awards over a total of
1,990,525 shares under the ISP all of which lapsed on
the date of termination. At the discretion of the
Remuneration Committee, his awards over a total of
282,744 shares under the Deferred Bonus Plan were
pro-rated
and 124,691 shares will vest in August 2010 and
105,374 shares will vest in August 2011. A total of
52,679 shares under the Deferred Bonus Plan lapsed.
As such awards over a total of 2,043,204 shares (90%)
under the executive share plans lapsed.
Hanif Lalanis options over a total of 195,889
shares at option prices of 192p and 199.5p under the
GSOP were preserved, at the discretion of the
Remuneration Committee, until 31 March 2011.
Service agreements
It is group policy for the Chairman and executive
directors to have service agreements providing for one
years notice. It may be necessary on recruitment to
offer longer initial periods to new directors from
outside BT, or circumstances may make it appropriate
to offer a longer fixed term. All of the service
agreements contain provisions dealing with the removal
of a director for poor performance, including in the
event of early termination of the contract by BT. The
contracts of the Chairman, Ian Livingston, Tony
Chanmugam and Gavin Patterson entitle them on
termination of their contract by BT to payment of
salary and the value of benefits (pension benefits
(including life cover), health cover, dental cover and
car) until the earlier of 12
months from notice of termination or the director
obtaining full-time employment. No director will
receive a bonus or other payments on a change of
control.
Outside appointments
The Committee believes that there are significant
benefits, to both the company and the individual, from
executive directors accepting non-executive
directorships of companies outside BT. The Committee
will consider up to two external appointments (of
which only one may be to the Board of a major
company), for which a director may retain the fees.
Ian Livingston receives an annual fee of £25,000 as a
non-executive director of Celtic and an additional
annual fee of £5,000 for chairing the audit committee.
Gavin Patterson was a non-executive director of
Johnston Press from
7 July 2008 until 24 April 2009, for which he received
a fee at the rate of £40,000 per annum. Tony Chanmugam
was appointed as a non-executive director and chairman
of the audit committee of Barnet and Chase Farm
Hospital Trust on 1 April 2010, for which he receives
a fee of £6,000 per annum and which is donated to
charity.
Non-executive directors letters of appointment
Non-executive directors have letters of appointment.
They are appointed for an initial period of three
years. During that period, either party can give the
other at least three months notice. At the end of the
period, the appointment may be continued by mutual
agreement. Further details of appointment arrangements
for non-executive directors are set out in Governance
and role of the Board on page 60. The letters of
appointment of non-executive directors are terminable
on notice by the company without compensation.
Non-executive directors remuneration
Six of the directors on the Board are non-executive
directors who, in accordance with BTs articles of
association, cannot individually vote on their own
remuneration. Non-executive remuneration is reviewed
by the Chairman and the Chief Executive, and
discussed and agreed by the Board. Non-executive
directors may attend the Board discussion but may not
participate in it.
The most recent review by the Board of the
fees for the non-executive directors was in January
2008, having not previously been reviewed since
2004. Increases in the fees were made in order to
align them with the market.
The basic fee for non-executive directors is
£60,000 per annum. There are additional fees for
membership and chairing a Board committee, details of
which are given in the table below:
70 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Committee |
|
Members fee |
|
|
Chairmans fee |
|
Audit |
|
|
£10,000 |
|
|
|
£15,000 |
|
Remuneration |
|
|
£10,000 |
|
|
|
£10,000 |
|
Nominating |
|
|
£5,000 |
|
|
|
£5,000 |
|
Other Board committees |
|
|
£5,000 |
|
|
|
£5,000 |
|
|
Patricia Hewitt, as Senior Independent Director,
chairman of the Remuneration Committee and chairman of
the Pension Scheme Performance Review Group, receives
total fees of £150,000 per annum. Carl Symon receives
an additional annual fee of £70,000 as chairman of the
Equality of Access Board (a Board committee), which
was established on 1 November 2005.
An additional fee of £2,000 per trip is paid to those
non-executive directors travelling regularly from
overseas to Board and Board committee meetings on an
inter-continental basis.
To align further the interests of the
non-executive directors with those of shareholders,
the companys policy is to encourage these directors
to purchase, on a voluntary basis, £5,000 of BT shares
each year. The directors are asked to hold these
shares until they retire from the Board. This policy
is not mandatory. Current shareholdings are shown on
page 72.
No element of non-executive remuneration is
performance-related. Non-executive directors do not
participate in BTs bonus or employee share plans and
are not members of any of the company pension schemes.
Directors service agreements and contracts of appointment
The dates on which directors initial service agreements/letters of appointment commenced and the
current expiry dates are as follows:
|
|
|
|
|
|
|
|
Chairman and executive directors
|
|
Commencement date
|
|
|
|
Expiry date of current service agreement or letter of appointment |
|
|
|
|
|
|
|
Sir Michael Rake
I Livingston
T Chanmugam
G Patterson
|
|
26 September 2007
1 June 2008
1 December 2008
1 June 2008
|
|
|
|
The contract is terminable by the company on 12 months notice and by the
director on six months notice. |
|
|
|
|
|
|
|
Non-executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
C Brendish
C G Symon
|
|
1 September 2002
14 January 2002
|
|
|
|
Letters of appointment were for an initial period of three years. The
appointments were extended for three years in 2005 and by a further three
years in 2008. The appointments are terminable by the company or the
director on three months notice. |
|
|
|
|
|
|
|
P Hodkinson
|
|
1 February 2006
|
|
|
|
Letter of appointment was for an initial period of three years. The
appointment was extended for three years in 2009. The appointment is
terminable by the company or the director on three months notice. |
|
|
|
|
|
|
|
J E Daniels
P Hewitt
T Ball
|
|
1 April 2008
24 March 2008
16 July 2009
|
|
|
|
Letters of appointment are for an initial period of three years and are
terminable by the company or the director on three months notice. |
|
|
|
|
|
|
|
Former directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalani
|
|
7 February 2005
|
|
|
|
The contract was terminable by the company on 12 months notice and by
the director on six months notice. The contract was terminated on
11 January 2010. |
|
|
|
|
|
|
|
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 was terminable by the
company or director on three months notice. The appointment terminated
at the conclusion of the Annual General Meeting on 15 July 2009. |
|
|
|
|
|
|
|
M Alahuhta
|
|
1 February 2006
|
|
|
|
Letter of appointment was for an initial period of three years. The
appointment was extended for three months in February 2009. The
appointment terminated on 31 May 2009. |
|
|
|
|
|
|
|
D Lathen
|
|
1 February 2007
|
|
|
|
Letter of appointment was for an initial period of three years and was
terminable by the company or the director on three months notice.
Appointment terminated on 31 January 2010. |
|
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 71
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Directors interests
The interests of directors holding office at the end of the year, and their families, in the
companys shares at 31 March 2010 and 1 April 2009, or at date of appointment if later, are shown
below:
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
Beneficial holdings |
|
2010 |
|
|
2009 |
|
|
|
Sir Michael Rake |
|
|
108,362 |
|
|
|
102,056 |
|
I Livingstona,b |
|
|
1,084,513 |
|
|
|
759,108 |
|
T Chanmugama,b |
|
|
205,629 |
|
|
|
49,249 |
|
G Pattersona,b |
|
|
409,181 |
|
|
|
252,769 |
|
T Ballc |
|
|
15,000 |
|
|
|
|
|
C Brendish |
|
|
41,920 |
|
|
|
36,920 |
|
J E Daniels |
|
|
12,647 |
|
|
|
12,647 |
|
P Hewitt |
|
|
10,554 |
|
|
|
6,534 |
|
P Hodkinson |
|
|
16,683 |
|
|
|
9,261 |
|
C G Symon |
|
|
20,056 |
|
|
|
20,056 |
|
|
|
Total |
|
|
1,924,545 |
|
|
|
1,248,600 |
|
|
|
|
|
|
a |
|
Includes free shares awarded under the BT Group Employee Share Investment Plan. |
|
b |
|
The executive directors decided to receive their annual bonuses for 2008/09 in shares.
On 1 June 2009, 224,385 shares were purchased for Ian Livingston, 67,097 shares were purchased for
Tony Chanmugam and 105,592 shares were purchased for Gavin Patterson. |
|
c |
|
Tony Ball was appointed as a director on 16 July 2009. |
During the period from 1 April 2010 to 7 May 2010, there were no movements in directors
beneficial holdings.
The directors, as a group, beneficially own less than 1% of the companys shares.
Performance graph
This graph illustrates, as required by the Large and
Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, 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.
BTs total shareholder return (TSR) performance
over the five financial years to 31 March 2010
72 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Remuneration review
This part of the Report on directors remuneration is subject to audit.
Directors emoluments
Directors emoluments for the 2009/10 financial year were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
allowance
net
of pension
contributionsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
benefits excluding
pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic salary and fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total salary and fees |
|
|
Annual bonus |
|
|
Expense allowance |
|
|
|
|
Total |
|
|
Total |
|
|
Deferred Bonus Planb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
Sir Michael Rakec |
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
70 |
|
|
|
670 |
|
|
|
630 |
|
|
|
|
|
|
|
|
|
I Livingstonc |
|
|
850 |
|
|
|
10 |
|
|
|
860 |
|
|
|
1,206 |
|
|
|
|
|
|
|
39 |
|
|
|
2,105 |
|
|
|
1,174 |
|
|
|
1,206 |
|
|
|
343 |
|
T Chanmugamc,d,e |
|
|
475 |
|
|
|
143 |
|
|
|
618 |
|
|
|
463 |
|
|
|
19 |
|
|
|
9 |
|
|
|
1,109 |
|
|
|
275 |
|
|
|
346 |
|
|
|
77 |
|
G Pattersonc,d |
|
|
500 |
|
|
|
100 |
|
|
|
600 |
|
|
|
487 |
|
|
|
19 |
|
|
|
27 |
|
|
|
1,133 |
|
|
|
698 |
|
|
|
365 |
|
|
|
121 |
|
T Ballf |
|
|
53 |
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
C Brendish |
|
|
80 |
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
J E Daniels |
|
|
75 |
|
|
|
|
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
P Hewittg |
|
|
128 |
|
|
|
|
|
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
P Hodkinson |
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
C G Symonh |
|
|
150 |
|
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
174 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
H Lalanic,d,i |
|
|
458 |
|
|
|
176 |
|
|
|
634 |
|
|
|
503 |
|
|
|
4 |
|
|
|
25 |
|
|
|
1,166 |
|
|
|
805 |
|
|
|
|
|
|
|
|
|
M Alahuhtaj |
|
|
12 |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
70 |
|
|
|
|
|
|
|
|
|
D Lathenh,k |
|
|
63 |
|
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
81 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
M van den Berghl |
|
|
44 |
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
F Barraultm |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,257 |
|
|
|
|
|
|
|
|
|
B Verwaayenn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,588 |
|
|
|
429 |
|
|
|
4,017 |
|
|
|
2,659 |
|
|
|
42 |
|
|
|
212 |
|
|
|
6,930 |
|
|
|
6,190 |
|
|
|
1,917 |
|
|
|
541 |
|
Termination payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalanio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
F Barraultp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
1,599 |
|
|
|
|
|
|
|
|
|
B Verwaayen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,071 |
|
|
|
8,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Pension allowance paid in cash for the 2009/10 financial year see Pensions
below. |
|
b |
|
Deferred annual bonuses payable in shares in three years time, subject to
continued employment. |
|
c |
|
Other benefits include 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,
personal tax advice, and financial counselling. |
|
d |
|
Expense allowance in the above table includes a monthly cash allowance in lieu of a company car or part of such allowance which has not
been used for a company car. |
|
e |
|
Tony Chanmugam was granted a retention cash award in
early 2008 prior to his appointment as a director. He will receive a payment of £315,000 in May
2010. |
|
f |
|
Tony Ball was appointed as a director on 16 July 2009. |
|
g |
|
Patricia Hewitt was appointed as Senior Independent Director on 16 July 2009. |
|
h |
|
Includes an additional fee for regular travel from overseas to Board and Board committee meetings. |
|
i |
|
Hanif Lalani resigned as a director on 7 January 2010 and left the company on 31 March 2010. |
|
j |
|
Matti Alahuhta retired as a director on 31 May 2009. |
|
k |
|
Deborah Lathen retired as a director on 31 January 2010. |
|
l |
|
Maarten van den Bergh retired as a director on 15 July 2009. |
|
m |
|
François Barrault resigned as a director on 30 October 2008 and left
the company on 30 November 2008. |
|
n |
|
Ben Verwaayen retired as a director on 30 June 2008. |
|
o |
|
Hanif Lalanis contract was terminated on 11 January 2010. In accordance with his
contract, his salary of £585,000 per annum and the value of all the benefits to which he is
entitled, amounting to £195,000 per annum, will continue to be provided until the earlier of nine
months from 31 March 2010 or his obtaining full-time employment. |
|
p |
|
François Barrault continued to receive medical insurance until 30 November 2009, in accordance with the terms of his
contract. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 73
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
The directors salaries were not increased in 2009/10.
The annual cash bonus awards for 2009/10 are not
pensionable. Ian Livingstons bonus of £1,206,000
represented 142% of his current salary (2008/09: 40%),
Tony Chanmugams bonus of £462,650 represented 97% of
his current salary (2008/09: 22%) Gavin Pattersons
bonus of £487,000 represented 97% of his current
salary (2008/09: 32%) and Hanif Lalanis bonus of
£503,290 represented 86% of his salary (2008/09: 0%).
Following this years review of annual salaries,
Ian Livingstons salary will be increased to £900,000,
Tony Chanmugams salary will be increased to £510,000
and Gavin Pattersons salary will be increased to
£525,000. All increases will be effective from 1 June
2010.
Former directors
Sir Peter Bonfield received, under pre-existing
arrangements, a pension of £394,283 payable in the
2009/10 financial year (2008/09 £390,766).
Baroness Jay retired as a non-executive director
on 13 January 2008 but continues as a member of the
Committee for Responsible and Sustainable Business,
for which she receives an annual fee of £6,500.
Deborah Lathen retired as a director on 31
January 2010 and has been appointed as a consultant to
BT for which she receives an annual fee of US$70,000
(£44,000).
Loans
There are no outstanding loans granted by any member
of the BT Group to any of the directors, or
guarantees provided by any member of the BT Group
for their benefit.
Pensions
Sir Michael Rake is not a member of any of the company
pension schemes, and the company made no payments
towards retirement provision. BT provides him with a
lump sum death in service benefit of £1m.
Ian Livingston is not a member of any of the
company pension schemes, but the company has agreed to
pay an annual amount equal to 30% of his salary
towards pension provision. The company paid £245,000
into his personal pension plan, plus a cash payment of
£10,000 representing the balance of the pension
allowance for the 2009/10
financial year. BT also provides him with a lump
sum death in service benefit of four times his salary.
Tony Chanmugam is a member of the BTPS but has
opted out of future pensionable service accrual. The
company pays him an annual allowance equal to 30% of
salary towards pension provision. A cash payment of
£142,500 was made for Tony Chanmugam for the 2009/10
financial year. BT also provides him with a death in
service lump sum benefit of four times salary.
Gavin Patterson receives an annual allowance
equal to 30% of salary towards pension provision. Of
this amount, £50,000 was paid as an employer
contribution into the BTRSS and the balance of
£100,000 was paid as a cash payment for the 2009/10
financial year. BT also provides him with a death in
service lump sum benefit of four times salary plus a
widows pension of 30% of his capped salary.
Hanif Lalani is a member of the BTPS but opted
out of future pensionable service accrual. The company
paid an annual allowance equal to 30% of salary
towards pension provision. A cash payment of £175,500
was paid to Hanif Lalani for the 2009/10 financial
year. BT also provided a death in service lump sum
benefit of four times salary and a two-thirds widows
pension.
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 BTPS
has become entitled during the year, and the transfer
value of the increase in accrued benefits.
Increases in pension benefits at 31 March 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
increase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
|
|
|
in accrued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in transfer |
|
|
Additional |
|
|
benefits in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value c-d |
|
|
accrued benefits |
|
|
e less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
less directors |
|
|
earned in |
|
|
directors |
|
|
|
Accrued pension |
|
|
Transfer value of accrued benefits |
|
|
contributions |
|
|
the year |
|
|
contributions |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
|
£000a |
|
|
£000b |
|
|
£000c |
|
|
£000d |
|
|
£000 |
|
|
£000e |
|
|
£000 |
f |
|
|
T Chanmugamg,h |
|
|
180 |
|
|
|
140 |
|
|
|
3,536 |
|
|
|
2,419 |
|
|
|
1,117 |
|
|
|
35 |
|
|
|
693 |
|
H Lalanig,i |
|
|
166 |
|
|
|
161 |
|
|
|
2,382 |
|
|
|
1,742 |
|
|
|
640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a-d |
|
As required by the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008. |
|
a-b |
|
The values represent the deferred pension to which they
would have been entitled had they left the company on 31 March 2010 and 2009, respectively. |
|
c |
|
Transfer value of the deferred pension in column (a) as at 31 March 2010 calculated on the
basis of actuarial advice in accordance with relevant legislation. The transfer value represents a
liability of the BTPS 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 2009 on the
assumption that the director left the company on 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 2009/10 were as follows: Hanif Lalani £nil (2009: £nil); Tony Chanmugam, £nil (2009:
£9,500). |
|
h |
|
Tony Chanmugam was appointed as a director on 1 December 2008. |
|
i |
|
Hanif Lalani resigned as a director on 7 January 2010 and left the company on 31 March 2010. |
74 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Share options held at 31 March 2010, or date of appointment if later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares under option |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Usual date |
|
|
|
|
|
|
or date of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
Option price |
|
|
from which |
|
|
Usual expiry |
|
|
|
appointment if later |
|
|
Granted |
|
|
Lapsed |
|
|
Exercised |
|
|
2010 |
|
|
per share |
|
|
exercisable |
|
|
date |
|
|
|
Sir Michael Rake |
|
|
|
|
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I Livingston |
|
|
|
|
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
37,384 |
b |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,384 |
|
|
|
192p |
|
|
|
24/06/2007 |
|
|
|
24/06/2014 |
|
|
|
|
|
|
|
|
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
G Patterson |
|
|
11,198 |
d |
|
|
|
|
|
|
11,198 |
|
|
|
|
|
|
|
|
|
|
|
146p |
|
|
|
14/08/2009 |
|
|
|
14/02/2010 |
|
|
|
|
98,178 |
b |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,178 |
|
|
|
192p |
|
|
|
24/06/2007 |
|
|
|
24/06/2014 |
|
|
|
Former director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalanie |
|
|
90,625 |
b |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,625 |
|
|
|
192p |
|
|
|
24/06/2007 |
|
|
|
24/06/2014 |
|
|
|
|
105,264 |
c |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105,264 |
|
|
|
199.5p |
|
|
|
24/06/2004 |
|
|
|
24/06/2013 |
|
|
|
|
|
|
|
|
12,110 |
a |
|
|
12,110 |
|
|
|
|
|
|
|
|
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
342,649 |
|
|
|
48,440 |
|
|
|
23,308 |
|
|
|
|
|
|
|
367,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the above options were granted for nil consideration. |
|
a |
|
Option granted on 7
April 2009 under the Employee Sharesave Scheme, in which all employees of the company are entitled
to participate. |
|
b |
|
Options granted under the GSOP on 24 June 2004. The exercise of
options was 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
had to be in the upper quartile for all the options to become exercisable. At median 30% of the
options would be exercisable.
Below that point none of the options could be exercised. The three-year performance period
ended on 31 March 2007. At that date, the company was at 8th position against the comparator group
and as a result, 42% of the options lapsed and 58% of each option became exercisable on 24 June
2007. |
|
c |
|
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. |
|
d |
|
Option granted on 25 June 2004 under the
Employee Sharesave Scheme, in which all employees of the company are eligible to participate. |
|
e |
|
Hanif Lalani left the company on 31 March 2010. His options under the GSOP were
preserved until 31 March 2011. His options under the Employee Sharesave Scheme lapsed on 31 March
2010. |
Unrealised gains on share options
The market price of BT shares at 31 March 2010 was 123.9p (2009: 78.2p) and the range during the
2009/10 financial year was 79.7p-149.6p (2008/09: 71.4p-235.5p).
Tony Chanmugam and Gavin Patterson had no unrealised gains on share options as at 31 March 2010.
Hanif Lalani had no unrealised gains on share options as at 31 March 2010. He left the company on
31 March 2010.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 75
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Share awards under long-term incentive plans held at 31 March 2010, or date of appointment, if later
Details of the companys ordinary shares provisionally awarded to directors, as participants under
the ISP and RSP are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
award |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares |
|
|
|
|
|
|
|
|
|
|
Market |
|
|
vested |
|
|
|
1 April |
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
Normal |
|
|
Price |
|
|
price |
|
|
award |
|
|
|
2009 |
|
|
Awarded |
|
|
re-invested |
|
|
Vested |
|
|
Lapsed |
|
|
2010 |
|
|
vesting date |
|
|
on grant |
|
|
at vesting |
|
|
£000 |
|
|
|
I Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP 2007a |
|
|
383,307 |
|
|
|
|
|
|
|
9,961 |
|
|
|
|
|
|
|
393,268 |
|
|
|
|
|
|
|
31/3/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
ISP 2008b |
|
|
1,397,025 |
|
|
|
|
|
|
|
36,307 |
|
|
|
|
|
|
|
|
|
|
|
1,433,332 |
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
ISP 2009c |
|
|
|
|
|
|
1,985,723 |
|
|
|
51,606 |
|
|
|
|
|
|
|
|
|
|
|
2,037,329 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP 2007a |
|
|
92,411 |
|
|
|
|
|
|
|
2,400 |
|
|
|
|
|
|
|
94,811 |
|
|
|
|
|
|
|
31/3/2010 |
|
|
|
317.67p |
|
|
|
|
|
|
|
|
|
ISP 2008b |
|
|
145,179 |
|
|
|
|
|
|
|
3,772 |
|
|
|
|
|
|
|
|
|
|
|
148,951 |
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
ISP 2009c |
|
|
|
|
|
|
924,723 |
|
|
|
24,032 |
|
|
|
|
|
|
|
|
|
|
|
948,755 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
RSP 2007d |
|
|
97,772 |
|
|
|
|
|
|
|
2,540 |
|
|
|
100,312 |
|
|
|
|
|
|
|
|
|
|
|
20/3/2010 |
|
|
|
300p |
|
|
|
121.07 |
|
|
|
121 |
|
|
|
G Patterson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP 2007a |
|
|
124,941 |
|
|
|
|
|
|
|
3,246 |
|
|
|
|
|
|
|
128,187 |
|
|
|
|
|
|
|
31/3/2010 |
|
|
|
317.67p |
|
|
|
|
|
|
|
|
|
ISP 2008b |
|
|
684,815 |
|
|
|
|
|
|
|
17,797 |
|
|
|
|
|
|
|
|
|
|
|
702,612 |
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
ISP 2009c |
|
|
|
|
|
|
973,393 |
|
|
|
25,296 |
|
|
|
|
|
|
|
|
|
|
|
998,689 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
Former director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalani |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISP 2007a |
|
|
251,887 |
|
|
|
|
|
|
|
6,546 |
|
|
|
|
|
|
|
258,433 |
|
|
|
|
|
|
|
31/3/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
ISP 2008b |
|
|
801,235 |
|
|
|
|
|
|
|
20,823 |
|
|
|
|
|
|
|
822,058 |
|
|
|
|
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
ISP 2009c |
|
|
|
|
|
|
1,138,870 |
|
|
|
29,597 |
|
|
|
|
|
|
|
1,168,467 |
|
|
|
|
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Awards under the ISP granted in 2007 vest subject to meeting a performance
condition, on 31 March 2010. The performance measure is relative TSR compared with a group of 15
companies from the European Telecom Sector as at 1 April 2007. BTs TSR had to be in the upper
quartile for all the shares to vest. At median, 25% of the shares would vest. At 31 March 2010,
BTs TSR was at 14th position against the comparator group. As a result all of the awards lapsed on
that date. |
|
b |
|
Awards under the ISP granted on 25 June 2008. 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 condition, on 31 March
2011. The performance measure is relative TSR compared with a group of 15 companies from the
European Telecom Sector as at 1 April 2008. BTs TSR must be in the upper quartile for all the
shares to vest. At median, 25% of the shares would vest. Below that point, no shares would vest. |
|
c |
|
Awards under the ISP granted on 7 August 2009. 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. 50% of each award of shares is linked to TSR compared with a group of 25 companies and 50%
is linked to a three-year cumulative free cash flow measure. The awards will vest subject to
meeting the two performance conditions, on 31 March 2012. |
|
d |
|
Tony Chanmugam was granted
an RSP award on 20 March 2007. The award vested in full on 20 March 2010. Vesting of RSP awards is
not subject to a performance target being met. |
|
e |
|
Hanif Lalani left the company on 31
March 2010. On that date, all of his outstanding awards under the ISP lapsed. |
Vesting of outstanding share awards and options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2010 |
|
|
|
|
|
|
|
|
|
|
31 March 2009 |
|
|
|
|
|
|
|
Free cash |
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
|
Vesting date |
|
|
flow position |
|
|
shares vesting |
|
|
TSR position |
|
|
shares vesting |
|
|
TSR position |
|
|
shares vesting |
|
|
|
ISP 2006a |
|
|
31/03/2009 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
14 |
|
|
|
0% |
|
|
|
14 |
|
|
|
0% |
|
ISP 2007b |
|
|
31/03/2010 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
14 |
|
|
|
0% |
|
|
|
14 |
|
|
|
0% |
|
ISP 2008c |
|
|
31/03/2011 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
14 |
|
|
|
0% |
|
|
|
14 |
|
|
|
0% |
|
ISP 2009d |
|
|
31/03/2012 |
|
|
|
100% |
|
|
|
50% |
|
|
|
10 |
|
|
|
31% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
The performance period for the ISP 2006 ended on 31 March 2009. BTs TSR position
was at 14th position against the European Telecom Sector of 17 companies. As a result all the
shares lapsed on that date. |
|
b |
|
The performance period for the ISP 2007 ended on 31 March
2010. BTs TSR position was at 14th position against the European Telecom Sector of 15 companies.
As a result all the shares lapsed on that date. |
|
c |
|
The performance period for the ISP
2008 ends on 31 March 2011. |
|
d |
|
The performance period for the ISP 2009 ends on 31 March
2012. 50% of each award of shares is linked to TSR; and 50% is linked to a three-year cumulative
free cash flow measure. (See Long-term share-based incentives on page 69). The awards will vest
subject to meeting the two performance conditions on 31 March 2012. |
76 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Deferred Bonus Plan (DBP) awards at 31 March 2010, or date of appointment, if later
The following DBP awards have been granted to the directors under the DBP. These shares will
normally be transferred to participants at the end of the three-year deferred period if those
participants are still employed by BT Group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
award |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares |
|
|
|
|
|
|
|
|
|
|
Market |
|
|
vested |
|
|
|
1 April |
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
|
|
|
|
Price |
|
|
price |
|
|
award |
|
|
|
2009 |
|
|
Awardeda |
|
|
re-invested |
|
|
Vested |
|
|
Lapsed |
|
|
2010 |
|
|
Vesting date |
|
|
at grant |
|
|
at vesting |
|
|
£000 |
|
|
|
I Livingston |
|
|
167,149 |
|
|
|
|
|
|
|
|
|
|
|
167,149 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2009 |
|
|
|
231.58p |
|
|
|
124.43p |
|
|
|
208 |
|
|
|
|
138,708 |
|
|
|
|
|
|
|
3,604 |
|
|
|
|
|
|
|
|
|
|
|
142,312 |
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
|
|
|
221,199 |
|
|
|
|
|
|
|
5,747 |
|
|
|
|
|
|
|
|
|
|
|
226,946 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267,410 |
|
|
|
6,948 |
|
|
|
|
|
|
|
|
|
|
|
274,358 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
51,230 |
|
|
|
|
|
|
|
|
|
|
|
51,230 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2009 |
|
|
|
231.58p |
|
|
|
124.43p |
|
|
|
64 |
|
|
|
|
37,450 |
|
|
|
|
|
|
|
972 |
|
|
|
|
|
|
|
|
|
|
|
38,422 |
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
|
|
|
52,007 |
|
|
|
|
|
|
|
1,350 |
|
|
|
|
|
|
|
|
|
|
|
53,357 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,972 |
|
|
|
1,557 |
|
|
|
|
|
|
|
|
|
|
|
61,529 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
G Patterson |
|
|
84,071 |
|
|
|
|
|
|
|
|
|
|
|
84,071 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2009 |
|
|
|
231.58p |
|
|
|
124.43p |
|
|
|
105 |
|
|
|
|
57,440 |
|
|
|
|
|
|
|
1,491 |
|
|
|
|
|
|
|
|
|
|
|
58,931 |
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
|
|
|
90,267 |
|
|
|
|
|
|
|
2,344 |
|
|
|
|
|
|
|
|
|
|
|
92,611 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,380 |
|
|
|
2,452 |
|
|
|
|
|
|
|
|
|
|
|
96,832 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
Former director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalanib |
|
|
127,351 |
|
|
|
|
|
|
|
|
|
|
|
127,351 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2009 |
|
|
|
231.58p |
|
|
|
124.43p |
|
|
|
158 |
|
|
|
|
121,533 |
|
|
|
|
|
|
|
3,158 |
|
|
|
|
|
|
|
|
|
|
|
124,691 |
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
|
|
|
|
|
|
|
|
|
154,050 |
|
|
|
|
|
|
|
4,003 |
|
|
|
|
|
|
|
52,679 |
|
|
|
105,374 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Awards granted on 3 August 2009 in respect of the financial year 2008/09. 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 |
|
Hanif Lalani left the company on 31 March
2010. His 2008 award was pro-rated and will vest on 1 August 2011. |
Details of DBP awards in respect of the 2009/10 financial year are given in the table on page
73. 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. It is expected that awards will be
granted in June 2010.
Share awards under the Employee Share Investment Plan (ESIP) at 31 March 2010, or at date of appointment, if later
|
|
|
|
|
|
|
Total number of |
|
|
|
shares |
|
|
|
31 March 2010 |
|
|
|
I Livingston |
|
|
363 |
|
|
|
T Chanmugam |
|
|
679 |
|
|
|
G Patterson |
|
|
247 |
|
|
|
Former director |
|
|
|
|
H Lalania |
|
|
679 |
|
|
|
|
|
|
a |
|
Hanif Lalani left the company on 31 March 2010. |
During the year no awards of shares were granted under the ESIP.
By order of the Board
Rt Hon Patricia Hewitt
Chair of Remuneration Committee
12 May 2010
BT GROUP PLC ANNUAL REPORT & FORM 20-F 77
REPORT OF THE DIRECTORS
DIRECTORS INFORMATION
Election and re-election
All directors are required by BTs articles of
association to be elected by shareholders at the first
annual general meeting (AGM) after their appointment,
if appointed by the Board. A director must
subsequently retire by rotation at an AGM at intervals
of not more than three years. The director may seek
re-election.
Accordingly, Tony Ball, having been appointed as
a director by the Board, retires at the forthcoming
AGM and will be proposed for election. Sir Michael
Rake, Ian Livingston and Carl Symon retire by rotation
and will be proposed for re-election. Details of these
directors contracts/letters of appointment are
included in the
Report on directors remuneration.
Meetings attendance
The following table shows the attendance of
directors at meetings of the Board and Audit,
Nominating and Remuneration Committees during the 2010
financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit |
|
|
Nominating |
|
|
Remuneration |
|
|
|
Board |
|
|
Committee |
|
|
Committee |
|
|
Committee |
|
|
|
Number of meetings held |
|
|
|
9 |
|
|
6 |
|
|
3 |
|
|
5 |
|
|
|
Number of meetings attended (maximum possible) |
|
|
|
|
|
|
|
Sir Michael Rake |
|
|
9 (9) |
|
|
|
|
|
|
|
3 (3) |
|
|
|
3 (5) |
|
Tony Balla |
|
|
6 (6) |
|
|
|
|
|
|
|
2 (2) |
|
|
|
|
|
Clay Brendish |
|
|
9 (9) |
|
|
|
6 (6) |
|
|
|
2 (3) |
|
|
|
|
|
Tony Chanmugam |
|
|
9 (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric Daniels |
|
|
9 (9) |
|
|
|
|
|
|
|
3 (3) |
|
|
|
5 (5) |
|
Patricia Hewitt |
|
|
8 (9) |
|
|
|
6 (6) |
|
|
|
2 (2) |
|
|
|
4 (4) |
|
Phil Hodkinson |
|
|
9 (9) |
|
|
|
6 (6) |
|
|
|
3 (3) |
|
|
|
|
|
Ian Livingston |
|
|
9 (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gavin Patterson |
|
|
9 (9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl Symon |
|
|
9 (9) |
|
|
|
6 (6) |
|
|
|
|
|
|
|
5 (5) |
|
Matti Alahuhtab |
|
|
2 (2) |
|
|
|
|
|
|
|
|
|
|
|
1 (1) |
|
Maarten van den Berghc |
|
|
2 (3) |
|
|
|
2 (2) |
|
|
|
(1) |
|
|
|
1 (1) |
|
Hanif Lalanid |
|
|
7 (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah Lathene |
|
|
7 (7) |
|
|
|
|
|
|
|
|
|
|
|
2 (3) |
|
|
|
|
|
|
a |
|
Appointed to the Board on 16 July 2009 |
|
b |
|
Resigned from the Board on 31 May 2009 |
|
c |
|
Resigned from the Board on 15 July 2009 |
|
d |
|
Resigned from the Board on 7 January 2010 |
|
e |
|
Resigned from the Board on 31 January 2010 |
Service agreements
The Chairman and executive directors have service
agreements, which are approved by the Remuneration
Committee. Information about the periods of these
contracts is in the Report on directors
remuneration.
Training and information
On appointment, directors take part in an
induction programme when they receive information
about BT, the role of the Board and the matters
reserved for its decision, the terms of reference and
membership of the main Board committees, and the
powers delegated to those committees, BTs corporate
governance policies and procedures, including the
powers reserved to the groups most senior executives,
and the latest financial information. There are also
visits to key BT locations and meetings with members
of the Operating Committee and other key senior
executives.
Directors are continually updated on BTs business, the
competitive and regulatory environments in which it
operates, technology and corporate responsibility
matters and other changes affecting BT and the
communications industry as a whole, by written
briefings and meetings with senior BT executives. The
Board has an annual strategy meeting, with regular
reviews during the year. Directors are also advised on
appointment of their legal and other duties and
obligations as a director of a listed company, both in
writing and in face-to-face meetings with the Company
Secretary. They are reminded of these duties each year
and they are also updated on changes to the legal,
accounting and governance requirements affecting the
company and themselves as directors. During the 2010
financial year, for example, accounting and governance
seminars were held and the Board also received
briefings on changes to UK company law and on various
corporate governance matters through monthly
Secretarys Reports. The Chairman also sends a weekly
e-mail to non-executive directors with topical sector
highlights.
Guidelines govern the content, presentation and
delivery of papers for each Board meeting, so that the
directors have enough information to be properly
briefed sufficiently far ahead of each Board meeting
and at other appropriate times, and to take account of
their duties as directors.
Independent advice
The Board has a procedure for directors, in
carrying out their duties, to take independent
professional advice if necessary, at BTs expense. All
directors also have access to the advice and services
of the Company Secretary.
Directors and officers liability insurance and indemnity
For some years, BT has purchased insurance to
cover the directors and officers of BT Group plc and
its subsidiaries (and the BT nominated directors of
associated companies and joint ventures) against
defence costs and civil damages awarded following an
action brought against them in that capacity. The
insurance operates to protect the directors and
officers directly in circumstances where by law BT
cannot provide an indemnity and also provides BT,
subject to a retention, with cover against the cost of
indemnifying a director or officer. One layer of the
programme is ringed-fenced for the directors of BT
Group plc. The cover has been extended to provide
limited cover for civil fines and penalties. At the
date on which this report was approved, and throughout
the 2010 financial year, the companys wholly owned
subsidiary, British Telecommunications plc, has
provided an indemnity in respect of a similar group of
people who would be covered by the above insurance.
Neither the insurance nor the indemnity provides cover
where the person has acted fraudulently or
dishonestly.
Interest of management in certain transactions
During and at the end of the 2010 financial year,
none of BTs directors was materially interested in
any material transaction in relation to the groups
business and none is materially interested in any
presently proposed material transactions.
78 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS
BUSINESS POLICIES
Responsible business
We have had in place for over ten years a written
statement of business practice (The Way We Work). This
covers all our operations and applies worldwide to all
employees, and to all agents and contractors when
representing BT, and is available in nine languages.
During 2010, we have refreshed and reissued The Way We
Work and our policy on Anti-corruption and Bribery to
all our people worldwide.
We have also issued a new Gifts and Hospitality
policy to our employees. We are committed to high
ethical standards and legal compliance in all aspects
of our business. We have measured our employee
awareness of The Way We Work and the extent to which
our employees display ethical behaviour; and we are
reviewing our KPIs on ethics to reflect our policies.
Through our Sourcing with Human Dignity
initiative, we seek to ensure that working conditions
throughout our supply chain meet internationally
recognised human rights standards. We investigate
potential social and environmental shortcomings and
are committed to achieving 100% follow-up within three
months for all suppliers identified as high- or
medium-risk. During the 2010 financial year, we
completed 32 on-site assessments (2009: 27). The
majority of assessments were conducted in China,
although we also conducted assessments in Hungary,
India, Malaysia, South Korea, Tunisia, the UK and the
US. We now employ our own assessor based in Shanghai,
which has enabled us to focus our efforts on suppliers
in China. We work with our suppliers to help them
improve their performance. In 2010, 86% of our
suppliers agreed that we work with them to ensure our
purchases are made, delivered, used and disposed of in
a socially and environmentally responsible manner.
The high-level principles in The Way We Work are
supported by a continuing and comprehensive
communications programme and on-line training. A
confidential helpline and dedicated e-mail facility
are also available to employees who have questions
about the application of these principles. The
helpline number is also published externally. BTs
Undertakings code of practice (It matters) forms part
of our statement of business practice and is
consistent with it.
We are committed to managing our environmental
performance. BTs environment management system within
the UK has been certified to the international
standard ISO 14001 since 1999. Since then we have
extended our certification to include Belgium,
Ireland, Germany and the Netherlands. BT has its own
ISO 14001 certification and BT Spain is certified.
A Board committee the Committee for
Responsible and Sustainable Business chaired by Sir
Michael Rake and comprising representatives from BT
businesses, two non-executive directors and three
independent members oversees our corporate
responsibility, environment and community activities,
including charitable expenditure and the strategy for
maximising our contribution to society. More
information is available in Review of the year Our
corporate responsibility on page 34. The Report of the
Committee for responsible and sustainable business is
on page 65.
Political donations
Our continuing policy is that no company in the
group will make contributions in cash or kind to any
political party, whether by gift or loan. However, the
definition of political donations used in the
Companies Act 2006 (the 2006 Act) is very much broader
than the sense in which these words are ordinarily
used. It may cover activities such as making MPs and
others in the political world
aware of key industry issues and matters affecting the
company, which make an important contribution to their
understanding of BT. These activities have been carried
out on an even-handed basis, related broadly to the
major UK political parties electoral strength. The
authority we are requesting at the AGM is not designed
to change the above policy. It will, however, ensure
that BT continues to act within the provisions of the
2006 Act requiring companies to obtain shareholder
authority before they can make donations to EU
political parties and/or political organisations as
defined in the 2006 Act. During 2010, the companys
wholly-owned subsidiary, British Telecommunications
plc, made the following payments totalling £14,952
(2009: £17,658) to cover, for example, the cost of
hosting briefing meetings with MPs and MEPs about the
companys activities: Labour Party £5,333; Conservative
Party £3,793; Liberal Democrats £3,333; Scottish
National Party £2,493. No loans were made to any
political party by any company in the BT group.
Pension funds
BTs two main UK pension arrangements the BTPS
and the BT Retirement Saving Scheme (BTRSS) are not
controlled by the Board but by a separate and
independent corporate trustee for the BTPS and a
management committee for the BTRSS. The trustee of the
BTPS looks after the assets of the funds, which are
held separately from those of the company. For BTRSS
members, each member has an individual personal
pension secured with an insurance company (Standard
Life). Pension funds assets can be used only in
accordance with their respective rules and for no
other purpose.
Financial statements
So far as each of the directors is aware, there is
no relevant information that has not been disclosed to
the auditors and each of the directors believes that
all steps have been taken that ought to have been
taken to make them aware of any relevant audit
information and to establish that the auditors have
been made aware of that information.
A statement by the directors of their
responsibilities for preparing the financial
statements is included in the Statement of directors
responsibility on page 84. The directors statement on
going concern is included in Review of the year
Financial review on page 54.
Takeover Directive disclosure
Following the implementation of the EU Takeover Directive by certain provisions of the 2006
Act, we are required to make additional disclosures. A number of these disclosures can be found
elsewhere in this Report as set out below:
4 |
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structure of BTs share capital (refer to page 123) including the rights and obligations attaching to the shares (refer to pages 161 to 164); |
|
4 |
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restrictions on the transfer of BT shares and voting rights (refer to pages 161 and 162); |
|
4 |
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significant direct or indirect shareholdings (refer to page 82); and |
|
4 |
|
appointment and replacement of directors (refer to page 163). |
The disclosures which are not covered elsewhere in this Report include the following:
4 |
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BT has
two employee share ownership trusts which hold BT shares for the purpose of satisfying awards made
under the various employee share plans. The trustee of the BT Group ESIP |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 79
REPORT OF THE DIRECTORS BUSINESS POLICIES
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|
may invite participants on whose behalf it holds shares to direct it how to vote in respect of
those shares, and if there is an offer for the shares or other transaction which would lead to a
change of control of BT, participants may direct it to accept the offer or agree to the
transaction. In respect of shares held in the BT Group Employee Share Ownership Trust, the
trustee abstains from voting those shares, and if there is an offer for the shares the trustee is
not obliged to accept or reject the offer but will have regard to the interests of the
participants, may consult them to obtain their views on the offer and may otherwise take the
action with respect to the offer it thinks fair: |
|
4 |
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we are not aware of any agreements between shareholders that may result in restrictions on the
transfer of shares or on voting rights |
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no person holds securities carrying special rights with regard to control of the Company |
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proxy appointment and voting instructions must be received by the registrars not less than 48
hours before a general meeting (see also page 161) |
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the amendment of BTs articles of association requires shareholder approval in accordance with
legislation in force from time to time |
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the powers of the directors are determined by UK legislation and the articles of association.
They are authorised to issue and allot shares, and to undertake purchases of BT shares subject to
shareholder approval at the AGM |
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|
4 |
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BT Group plc is not party to any significant agreements that take effect, alter or terminate upon
a change of control following a takeover |
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we do not have any agreements with directors providing
for compensation for loss of office or employment that occurs because of a takeover.
There is similarly no such provision in standard contracts for employees. |
Financial instruments
Details of the financial risk management
objectives and policies of the group and exposure to
interest risk, credit risk, liquidity risk and foreign
exchange are given in note 32 on pages 137 to 144.
Internal control and risk management
The Board is responsible for the groups systems
of internal control and risk management and for
reviewing each year the effectiveness of those
systems. Such systems are designed to manage, rather
than eliminate, the risk of failure to achieve
business objectives; any system can provide only
reasonable and not absolute assurance against material
misstatement or loss. The process in place for
reviewing BTs systems of internal control includes
procedures designed to identify and evaluate failings
and weaknesses, and, in the case of any categorised as
significant, procedures exist to ensure that necessary
action is taken to remedy the failings.
The Board also takes account of significant
social, environmental and ethical matters that relate
to BTs businesses and reviews annually BTs corporate
responsibility policy. The companys workplace
practices, specific environmental, social and ethical risks
and opportunities and details of underlying governance
processes are dealt with in the Review of the year
Our resources on page 18.
We have enterprise-wide risk management processes
for identifying, evaluating and managing the
significant risks faced by the group. These processes
have been in place for the whole of the 2010 financial
year and have continued up to the date on which
this document was approved. The processes are in
accordance with the Revised Guidance for Directors on
the Combined Code published by the Financial Reporting
Council (the Turnbull Guidance).
Risk assessment and evaluation takes place as an
integral part of BTs annual strategic planning cycle.
We have a detailed risk management process,
culminating in a Board review, which identifies the
key risks facing the group and each business unit.
This information is reviewed by senior management as
part of the strategic review. Our current key risks
are summarised in Review of the Year Our Risks on
pages 36 and 37.
The key features of the enterprise-wide risk management and internal control process comprise the
following procedures:
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senior executives collectively 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 |
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4 |
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the lines of business carry out risk assessments of their operations, create risk registers
relating to those operations, and ensure that the key risks are addressed |
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4 |
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senior executives with responsibilities for major group operations report quarterly with their
opinion on the effectiveness of the operation of internal controls in their area of
responsibility |
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4 |
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the groups internal auditors carry out continuing assessments of the quality of risk management
and control, report to management and the Audit Committee on the status of specific areas
identified for improvement and promote effective risk management in the lines of business
operations |
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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 and external auditors and reports its conclusions to the Board. The Audit Committee has
carried out these actions for the 2010 financial year. |
Joint ventures and associates, which BT does not
control, have not been dealt with as 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 BT 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.
In the 2009 financial year, we undertook a
comprehensive re-evaluation of our management of major
contracts and as a result have implemented enhanced
due diligence in contract bidding, a new governance
structure to monitor contract delivery and to identify
commercial, financial or operational risks, and
greater focus on managing the cost base including our
key suppliers. An independent contract review team now
undertakes reviews of our most significant contracts
and monitors compliance with our governance standards.
These further developments in our management of
contract risk have applied throughout the 2010
financial year.
US Sarbanes-Oxley Act of 2002
BT has securities registered with the US
Securities and Exchange Commission (SEC). As a
result, we must comply with those provisions of the
Sarbanes-Oxley Act applicable to foreign issuers.
80 BT GROUP PLC ANNUAL REPORT & FORM 20-F
REPORT OF THE DIRECTORS BUSINESS POLICIES
We comply with the legal and regulatory requirements
introduced pursuant to this legislation, in so far as
they are applicable. 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
knowledge and extensive business leadership
experience, having held between them various
prior roles in major business, government, financial
management, treasury and financial function
supervision and that this constitutes a broad and
suitable mix of business, financial, management 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 including the
consolidation process. 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. 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 2010, BTs internal
control over financial reporting was effective.
There were no changes in BTs internal control
over financial reporting that occurred during the
2010 financial year that have 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 for the 2010
financial year, has also audited the effectiveness
of the groups internal control over financial
reporting under Auditing Standard No. 5 of the PCAOB.
Their report is on page 86.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 81
REPORT OF THE DIRECTORS
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 BTs institutional shareholders and
prospective shareholders to discuss BTs strategy,
financial performance and prospects. The Chairman also
meets with major shareholders, at their request,
during the year. This may also include meetings to
discuss overall remuneration policies and governance
issues. All non-executive directors have an invitation
to attend investors meetings if they wish and during
the year the Senior Independent Director has held
meetings with major institutional shareholders about
governance and remuneration policy matters. Contact
with institutional shareholders (and with financial
analysts, brokers and the media) is controlled by
written guidelines to ensure the protection of inside
information that has not already been made generally
available to the market. The directors are provided
with reports and other written briefings on
shareholders and analysts views and are regularly
informed by the Company Secretary about the holdings
of the principal shareholders. The Company Secretary
also surveys individual shareholders about the quality
of our shareholder communications and a survey of BTs
institutional shareholders and analysts has recently
been carried out by an independent third party.
Established procedures ensure the timely release
of inside information and the publication of 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 Company Secretary.
Substantial shareholdings
At 12 May 2010, BT had received notifications,
under the Disclosure and Transparency Rules issued by
the Financial Services Authority, in respect of the
following holdings of shares representing percentage
holdings of BTs total voting rights as shown:
|
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Shares |
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|
% of total voting rights |
|
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Invesco Limited |
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780,354,826 |
|
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10.06 |
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BlackRock Inc |
|
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381,255,769 |
|
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4.92 |
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Barclays PLC |
|
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360,935,363 |
|
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4.65 |
|
AXA S.A. |
|
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359,297,926 |
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4.63 |
|
Legal & General Group PLC |
|
|
309,597,603 |
|
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3.99 |
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Norges Bank |
|
|
240,354,001 |
|
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3.09 |
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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 BTs 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. As at the 2009 AGM, votes on
all matters at the 2010 AGM, except procedural issues,
will be taken on a poll. Every vote cast, whether in
person or by proxy at the meeting will be counted. The
outcome of voting on the resolutions will be posted on
our website as soon as possible after 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 2009 AGM.
The resolutions to be proposed at the 2010 AGM at
the BT Convention Centre, Liverpool on 22 July, together
with explanatory notes, appear in the separate Summary
financial statement & notice of meeting 2010 which is
sent to all shareholders who have requested a copy.
Copies of this annual report are sent only to
shareholders who have requested or request a copy. All
shareholders are notified of the publication of these
documents which are sent out in the most cost-effective
way. We aim to give as much notice of our AGM as possible
and at least 21 clear days notice, as required by our
articles of association. In practice, these documents are
being sent to shareholders more than 20 working days
before the AGM.
Resolutions to re-appoint PricewaterhouseCoopers LLP
as BTs auditors and to authorise the directors to agree
their remuneration will also be proposed at the AGM.
The presentation made by the Chairman and the Chief
Executive will be broadcast live on the internet at
www.bt.com/btagm2010 and will be available after the AGM.
Authority to purchase shares
The authority given at last years AGM of the company
held on 15 July 2009 for BT to purchase in the market
774m of its shares, representing 10% of the issued share
capital, expires on 14 October 2010. Shareholders will be
asked to give a similar authority at the AGM.
During the 2010 financial year, 8m treasury shares
were transferred to meet BTs obligations under our
employee share plans. At 12 May 2010 a total of 397m
shares were retained as treasury shares. All the shares
were purchased in an on-market programme of buying back
BT shares, started in November 2003. The programme was
suspended with effect from 31 July 2008.
By order of the Board
Andrew Parker
12 May 2010
82 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
BT GROUP PLC ANNUAL REPORT & FORM 20-F 83
FINANCIAL STATEMENTS
STATEMENT OF DIRECTORS RESPONSIBILITIES
The directors are responsible for preparing the
Annual Report, the Report on directors remuneration
and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year.
Under that law the directors have elected to prepare the consolidated financial statements in
accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union, and the parent company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). In preparing
the consolidated financial statements, the directors have also elected to comply with IFRSs, issued
by the International Accounting Standards Board (IASB). Under company law the directors must not
approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the group and the company and of the profit or loss of the group for that
period. In preparing these financial statements, the directors are required to:
4 |
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select suitable
accounting policies and then apply them consistently; |
|
4 |
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make judgements and accounting estimates that
are reasonable and prudent; |
|
4 |
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state whether IFRSs as adopted by the European Union and IFRSs issued
by IASB and applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the consolidated and parent company financial statements
respectively; and |
|
4 |
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prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the company will continue in
business. |
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the companys transactions and disclose with
reasonable accuracy at any time the financial position
of the company and the group and enable them to ensure
that the financial statements and the Report on
directors remuneration comply with the Companies Act
2006 and, as regards the consolidated financial
statements, Article 4 of the IAS Regulation. They are
also responsible for safeguarding the assets of the
company and the group and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
Each of the directors, whose names and functions are listed on pages 58 to 59 confirm that, to
the best of their knowledge:
4 |
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the consolidated financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets,
liabilities, financial position and profit of the group; and |
|
4 |
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the Report of the directors on pages
57 to 82 includes a fair review of the development and performance of the business and the position
of the group, together with a description of the principal risks and uncertainties that it faces. |
84 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
REPORT OF THE INDEPENDENT AUDITORS CONSOLIDATED FINANCIAL STATEMENTS
United Kingdom opinion
We have audited the consolidated financial
statements of BT Group plc for the year ended 31 March
2010 which comprise the Group income statement, the
Group statement of comprehensive income, the Group
statement of changes in equity, the Group cash flow
statement, the Group balance sheet, the Accounting
policies and the related notes. The financial
reporting framework that has been applied in their
preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by
the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of directors
responsibilities set out on page 84, the directors are
responsible for the preparation of the consolidated
financial statements and for being satisfied that they
give a true and fair view. Our responsibility is to
audit the consolidated financial statements in
accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing
Practices Boards Ethical Standards for Auditors.
This report, including the opinions, has been
prepared for and only for the companys members as a
body in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and for no other purpose. We do not,
in giving these opinions, 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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient
to give reasonable assurance that the financial
statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment
of: whether the accounting policies are appropriate to
the groups circumstances and have been consistently
applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors;
and the overall presentation of the financial
statements.
Opinion on financial statements
In our opinion the consolidated financial
statements:
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give a true and fair view of the state
of the groups affairs as at
31 March 2010 and of its profit and cash flows for
the year then ended; |
|
4 |
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have been properly prepared in
accordance with IFRSs as adopted by the European
Union; and |
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have been prepared in accordance with the
requirements of the Companies Act 2006 and Article 4
of the IAS Regulation. |
Separate opinion in relation to IFRSs as issued by the IASB
As explained in the accounting policies for the
consolidated financial statements the group, in
addition to complying with its legal obligation to
apply IFRSs as adopted by the European Union, has
also applied IFRSs as issued by the International
Accounting Standards Board (IASB).
In our opinion the consolidated financial
statements comply with IFRSs as issued by the IASB.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Report of
the directors for the financial year for which the
consolidated financial statements are prepared is
consistent with the consolidated financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
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certain
disclosures of directors remuneration specified by law are not made; or |
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we have not received all
the information and explanations we require for our audit. |
Under the Listing Rules we are required to review:
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the
directors statement, set out on page 54, in relation
to going concern; and |
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the part of the Corporate
Governance Statement relating to the companys
compliance with the nine provisions of the June 2008
Combined Code specified for our review. |
Other matter
We have reported separately on the parent company
financial statements of BT Group plc for the year
ended 31 March 2010 and on the information in the
Report on directors remuneration that is described as
having been audited.
Philip Rivett (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
12 May 2010
BT GROUP PLC ANNUAL REPORT & FORM 20-F 85
FINANCIAL STATEMENTS REPORT OF THE INDEPENDENT AUDITORS CONSOLIDATED FINANCIAL STATEMENTS
United States opinion
Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of BT Group plc (the company)
In our opinion, the accompanying Group income
statements, Group statements of comprehensive income,
Group statements of changes in equity, Group cash flow
statements and Group balance sheets present fairly, in
all material respects, the financial position of BT
Group plc and its subsidiaries at 31 March 2010 and
2009 and the results of their operations and cash
flows for each of the three years in the period ended
31 March 2010, in conformity with International
Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board. Also, in our
opinion the company maintained, in all material
respects, effective internal control over financial
reporting as of 31 March 2010, based on criteria
established in the Turnbull Guidance.
The companys management is responsible for these
financial statements, for maintaining effective
internal control over financial reporting and for its
assessment of the effectiveness of internal control
over financial reporting, included in managements
evaluation of the effectiveness of internal control
over financial reporting as set out in the first three
paragraphs of Internal control over financial
reporting in the Report of the directors, Business
Policies of the Form 20-F.
Our responsibility is to express opinions on
these financial statements and on the companys
internal control over financial reporting based on our
integrated audits. We conducted our audits in
accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits
to obtain reasonable assurance about whether the
financial statements are free of material misstatement
and whether effective internal control over financial
reporting was maintained in all material respects.
Our audits of the financial statements included
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 statement
presentation. Our audit of internal control over
financial reporting included obtaining an
understanding of internal control over financial
reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and
operating effectiveness of internal control based on
the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As disclosed in note 30 to the consolidated
financial statements, the company adopted an amendment
to IFRS 2 Share-based payment and accordingly
changed the manner in which it accounts for vesting
conditions and cancellations.
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 authorisations of management and
directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of
unauthorised 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
London, United Kingdom
12 May 2010
86 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Accounting policies
(i) Basis of preparation and presentation of
the financial statements
Compliance with applicable law and IFRS
These consolidated financial statements have been
prepared in accordance with the Companies Act 2006,
Article 4 of the IAS Regulation and International
Accounting Standards (IAS) and International
Financial Reporting Standards (IFRS) and related
interpretations, as adopted by the European Union.
The consolidated financial statements are also in
compliance with IFRS as issued by the International
Accounting Standards Board.
Accounting convention
The consolidated financial statements have been
prepared under the historical cost convention,
modified for the revaluation of certain financial
assets and liabilities at fair value.
Presentation of specific items
The groups income statement and segmental analysis
separately identify trading results before significant
one-off or unusual items (termed specific items).
This is consistent with the way that financial
performance is measured by management and reported to
the Board and the Operating Committee 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 considers 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 by management and
reported to the Board and the Operating Committee.
Specific items may not be comparable to similarly
titled measures used by other companies. Items which
have been considered to be significant one-off or
unusual in nature include disposals of businesses and
investments, business restructuring programmes, asset
impairment charges, property rationalisation programmes
and the settlement of multiple tax years in a single
settlement. Specific items for the current and prior
years are disclosed in note 5.
Critical accounting estimates and key judgements
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates. 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 on pages 93 and 94
in Critical accounting estimates and key judgements.
Implementation of new accounting standards
With effect from 1 April 2009, the group adopted the
amendment to IFRS 2 Share-based payment Vesting
Conditions and Cancellations, IFRS 8 Operating
Segments, IAS 1 (Revised) Presentation of Financial
Statements, IAS 23 (Revised) Borrowing costs, minor
amendments to a number of other accounting standards
and several new interpretations. The adoption of the
amendment to IFRS 2 and IAS 1 (Revised) has resulted
in the restatement of comparative information. Further
details are provided on pages 94 and 95.
Composition of the group
The groups principal operating subsidiaries and
associate are detailed on page 149.
(ii) Basis of consolidation
The group financial statements consolidate the
financial statements of BT Group plc (the company)
and its subsidiaries, and they incorporate its share
of the results of joint ventures and associates using
the equity method of accounting.
4 |
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A subsidiary is an entity that is controlled by
another entity, known as the parent. Control is the
power to govern the financial and operating policies
of an entity so as to obtain benefits from its
activities. |
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A joint venture is an entity that is jointly
controlled by two or more entities. Joint control is
the contractually agreed sharing of control over an
economic activity, and exists only when the strategic
financial and operating decisions relating to the
activity require the unanimous consent of the parties
sharing control. |
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An associate is an entity over which
another entity has significant influence and that is
neither a subsidiary nor an interest in a joint
venture. Significant influence is the power to
participate in the financial and operating policy
decisions of an entity but is not control or joint
control over those policies. |
The results of subsidiaries acquired or disposed of
during the year are consolidated from and up to the
date of change of control. 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.
(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 associated costs can be measured reliably.
Where the group acts as an agent in a transaction, it
recognises revenue net of directly attributable costs.
Services
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.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 87
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Equipment sales
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.
Long-term contractual arrangements
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
solutions, revenue is recognised by reference to the
stage of completion, as determined by the proportion
of costs incurred relative to the estimated total
contract costs, or other measures of completion such
as the achievement of contract milestones and customer
acceptance. In the case of time and materials
contracts, revenue is recognised as the service is
rendered.
Costs related to delivering services under
long-term contractual arrangements are expensed as
incurred. An element of costs incurred in the initial
set up, transition or transformation phase of the
contract are deferred and recorded within non current
assets. These costs are then recognised in the income
statement on a straight line basis over the remaining
contractual term, unless the pattern of service
delivery indicates a different profile is
appropriate. These costs are directly attributable to
specific contracts, relate to future activity, will
generate future economic benefits and are assessed
for recoverability on a regular basis.
The percentage of completion method relies on
estimates of total expected contract revenues and
costs, as well as reliable measurement of the progress
made towards completion. Unless the financial outcome
of a contract can be estimated with reasonable
certainty, no attributable profit is recognised. In
such circumstances, revenue is recognised equal to the
costs incurred to date, to the extent that such
revenue is expected to be recoverable. Recognised
revenue and profits are subject to revisions during
the contract if the assumptions regarding the overall
contract outcome are changed. The cumulative impact of
a revision in estimates is recorded in the period in
which such revisions become likely and can be
estimated. Where the actual and estimated costs to
completion exceed the estimated revenue for a
contract, the full contract life loss is recognised
immediately.
Where a contractual arrangement consists of two or
more separate elements that have value to a customer on
a standalone basis, revenue is recognised for each
element as if it were an individual contract. The total
contract consideration is allocated between the
separate elements on the basis of relative fair value
and the appropriate revenue recognition criteria are
applied to each element as described above.
(iv) Other operating income
Other operating income is income generated by the
group that arises from activities outside of the
provision of communication services and equipment
sales. Items reported as other operating income
include income from repayment works, proceeds from
scrap and cable recovery, income generated by our
fleet operations, income from government grants,
profits and losses on the disposal of business
operations and property, plant and equipment and
income generated from the exploitation of our
intellectual property.
(v) Government grants
Government grants are recognised initially as
deferred income at their fair value where there is a
reasonable assurance that the grant will be received
and the group will comply with the conditions
associated with the grant. Grants that compensate the
group for expenses incurred are recognised in the
income statement within other operating income in the
same periods in which the associated expenditure is
recognised. Grants that compensate the group for the
cost of an asset are recognised in the income
statement on a straight line basis over the useful
life of the asset.
(vi) Leases
The determination of whether an arrangement is,
or contains, a lease is based on the substance of
the arrangement and requires an assessment of
whether the fulfilment of the arrangement is
dependent on the use of a specific asset or assets
and whether the arrangement conveys the right to use
the asset.
Leases of property, plant and equipment where the
group holds substantially all the risks and rewards of
ownership are classified as finance leases.
Finance lease assets are capitalised at the
commencement of the lease term at the lower of the
present value of the minimum lease payments or the
fair value of the leased asset. The obligations
relating to finance leases, net of finance charges in
respect of future periods, are recognised as
liabilities. Leases are subsequently measured at
amortised cost using the effective interest method. If
a sale and leaseback transaction results in a finance
lease, any excess of sale proceeds over the carrying
amount is deferred and recognised in the income
statement over the lease term.
Leases where a significant portion of the risks
and rewards are held by the lessor are classified as
operating leases. Rentals are charged to the income
statement on a straight line basis over the period of
the lease. If a sale and leaseback transaction results
in an operating lease, any profit or loss is
recognised in the income statement immediately, except
where a proportion of the profit or loss is deferred
or amortised because the sale price was not equal to
fair value.
(vii) Foreign currencies
Items included in the financial statements of each
of the groups subsidiaries are measured using the
currency of the primary economic environment in which
the entity operates (the functional currency). The
consolidated financial statements are presented in
Sterling, the presentation currency of the group.
Foreign currency transactions are translated
into the functional currency using the exchange rates
prevailing at the date of the transaction. Foreign
exchange gains and losses resulting from the
settlement of such transactions and from the
translation of monetary assets and liabilities
denominated in foreign currencies at period end
exchange rates are recognised in the income statement
in the line which most appropriately reflects the
nature of the item or transaction. Where monetary
items form part of the net investment in a foreign
operation and are designated as hedges of a net
investment or as cash flow hedges, such exchange
differences are recognised in equity.
On consolidation, assets and liabilities of
foreign undertakings are translated into Sterling at
year end exchange rates. The results of foreign
undertakings are translated into Sterling at average
rates of exchange for the year (unless this average is
not a reasonable approximation of the cumulative
effects of the rates prevailing on the transaction
dates, in which case income and expenses are
translated at the dates of the transactions). Foreign
exchange differences arising on retranslation are
recognised directly in a separate component of equity,
the translation reserve.
88 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
In the event of the disposal of an undertaking with
assets and liabilities denominated in a foreign
currency, the cumulative translation difference
associated with the undertaking in the translation
reserve is charged or credited to the gain or loss on
disposal recognised in the income statement.
(viii) Business combinations
The purchase method of accounting is used for the acquisition of subsidiaries, in accordance
with IFRS 3 Business Combinations. On transition to IFRS, the group elected not to apply IFRS 3
retrospectively to acquisitions that occurred before 1 April 2004. Goodwill arising on the
acquisition of subsidiaries is therefore treated as follows:
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Goodwill which arose after 1 April 2004:
included in the balance sheet at original
cost, less any provisions for impairment.
This goodwill is not amortised. |
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Goodwill which arose between 1 January
1998 and 1 April 2004: included in the
balance sheet at original cost, less
accumulated amortisation to the date of
transition to IFRS and less any provisions
for impairment. This goodwill is not
amortised after the date of transition to
IFRS. |
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Goodwill which arose before 1 January
1998: written off directly to retained
earnings. |
On acquisition of a subsidiary, fair values are
attributed to the identifiable net tangible and
intangible assets acquired. The excess of the cost of
the acquisition over the fair value of the groups
share of the identifiable net assets acquired is
recorded as goodwill. If the cost of the acquisition
is less than the fair value of the groups share of
the identifiable net assets acquired, the difference
is recognised directly in the income statement. On
disposal of a subsidiary, the gain or loss on
disposal includes the carrying amount of goodwill
relating to the subsidiary sold. Goodwill previously
written off to retained earnings is not recycled to
the income statement on disposal of the related
subsidiary.
(ix) Intangible assets
Identifiable intangible assets are recognised when
the group controls the asset, it is probable that
future economic benefits attributable to the asset
will flow to the group and the cost of 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.
Goodwill
Goodwill represents the excess of the cost of an
acquisition over the fair value of the groups share
of the identifiable
net assets (including intangible assets) of the
acquired subsidiary. Goodwill is reviewed annually
for impairment and carried at cost less accumulated
impairment losses.
Computer software
Computer software comprises computer software
purchased from third parties, and also the cost of
internally developed software. Computer software
purchased from third parties and internally developed
software is initially recorded at cost.
Telecommunication licences
Licence fees paid to governments, which permit
telecommunication activities to be operated for
defined periods, are initially recorded at cost and
amortised from the time the network is available for
use to the end of the licence period.
Brands, customer lists and customer relationships
Intangible assets acquired through business
combinations are recorded at fair value at the date
of acquisition. Assumptions are used in estimating
the fair values of acquired intangible assets and
include managements estimates of revenue and profits
to be generated by the acquired businesses.
Subscriber acquisition costs
Subscriber acquisition costs are expensed as
incurred, unless they meet the criteria for
capitalisation, in which case they are capitalised
and amortised over the shorter of the expected
customer life or contractual period.
Estimated useful economic lives
The estimated useful economic lives assigned to the principal categories of intangible assets are
as follows:
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Computer software
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2 to 5 years |
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Telecommunication licences
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1 to 5 years |
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Brands, customer lists and customer relationships
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3 to 15 years |
(x) Research and development
Research expenditure is recognised in the income
statement in the period in which it is incurred.
Development expenditure, including the cost of
internally developed software, is recognised in the
income statement in the period in which it is incurred
unless it is probable that economic benefits will flow
to the group from the asset being developed, the cost
of the asset can be reliably measured and technical
feasibility can be demonstrated. Capitalisation ceases
when the asset being developed is ready for use.
Research and development costs include direct
labour, contractors charges, materials and directly
attributable overheads.
(xi) Property, plant and equipment
Property, plant and equipment is included in the
balance sheet at historical cost, less accumulated
depreciation and any impairment losses. On disposal of
property, plant and equipment, the difference between
the sale proceeds and the net book value at the date
of disposal is recorded in the income statement.
Cost
Included within the cost for network infrastructure
and equipment are direct labour, contractors
charges, materials and directly attributable
overheads.
Depreciation
Depreciation is provided on property, plant and
equipment on a straight line basis from the time the
asset is available for use, so as to write off the
assets cost over the estimated useful life taking into
account any expected residual value. Freehold land is
not subject to depreciation. The lives assigned to
principal categories of assets are as follows:
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Land and buildings |
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Freehold buildings
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40 years |
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Leasehold land and buildings
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Unexpired portion of lease or 40 years, whichever is the shorter |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 89
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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Network infrastructure and equipment |
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Transmission equipment: |
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Duct
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40 years |
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Cable
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3 to 25 years |
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Fibre
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5 to 20 years |
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Exchange equipment
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2 to 13 years |
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Payphones and other network equipment
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2 to 20 years |
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Other |
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Motor vehicles
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2 to 9 years |
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Computers and office equipment
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3 to 6 years |
Assets held under finance leases are depreciated over
the shorter of the lease term or their useful
economic life. Residual values and useful lives are
reassessed annually and, if necessary, changes are
recognised prospectively.
(xii) Borrowing costs
In respect of borrowing costs relating to
qualifying assets for which the commencement date for
capitalisation is on or after 1 April 2009, and which
take more than 12 months to complete, the group
capitalises borrowing costs during the construction
phase as part of the cost of that asset. Previously,
the group immediately recognised all borrowing costs as
an expense in the income statement. The change in
accounting policy was due to the adoption of IAS 23
Borrowing Costs (Revised).
(xiii) Asset impairment (non financial assets)
Intangible assets with finite useful lives and
property, plant and equipment are tested for
impairment if events or changes in circumstances
(assessed at each reporting date) indicate that the
carrying amount may not be recoverable. When an
impairment test is performed, the recoverable amount
is assessed by reference to the higher of the net
present value of the expected future cash flows (value
in use) of the relevant cash generating unit and the
fair value less cost to sell.
Goodwill and intangible assets with indefinite
useful lives are reviewed for impairment at least
annually.
Impairment losses are recognised in the income statement.
If a cash generating unit is
impaired, provision is made to reduce the carrying amount of the related assets to their estimated
recoverable amount, normally as a specific item. Impairment losses are allocated firstly against
goodwill, and secondly on a pro rata basis against intangible and other assets.
Where an impairment loss has been recognised
against an asset, it may be reversed in future periods
where there has been a change in the estimates used to
determine the recoverable amount since the last
impairment loss was
recognised, but only to the extent that the
assets carrying amount does not exceed the carrying
amount that would have been determined, net of
depreciation or amortisation, if no impairment loss
had been recognised. This does not apply for goodwill,
for which an impairment loss may not be reversed in
any circumstances.
(xiv) Inventory
Inventory mainly comprises items of equipment
held for sale or rental and consumable items.
Equipment held and consumable items are stated
at the lower of cost and estimated net realisable
value, after provisions for obsolescence. Cost is
calculated on a first-in-first-out basis.
(xv) Termination benefits
Termination benefits (leaver costs) are payable
when employment is terminated before the normal
retirement date, or when an employee accepts
voluntary redundancy in exchange for these benefits.
The group recognises termination benefits when it is
demonstrably committed to the affected employees
leaving the group.
(xvi) Post retirement benefits
The group operates a funded defined benefit
pension plan, which is administered by an independent
Trustee, for the majority of its employees.
The groups obligation in respect of defined
benefit pension plans is calculated separately for
each scheme by estimating the amount of future benefit
that employees have earned in return for their service
to date. That benefit is discounted to determine its
present value, and the fair value of any plan assets
is deducted to arrive at the net pension obligation or
asset. The discount rate used is the yield at the
balance sheet date on AA credit rated bonds that have
maturity dates approximating the terms of the groups
obligations. The calculation is performed by a
qualified actuary using the projected unit credit
method. The net obligation or asset recognised in the
balance sheet is the present value of the defined
benefit obligation less the fair value of the plan
assets.
The income statement charge is allocated between
an operating charge and net finance expense or income.
The operating charge reflects the service cost which
is spread systematically over the working lives of the
employees. The net finance charge reflects the
unwinding of the discount applied to the liabilities
of the plan, offset by the expected return on the
assets of the plan, based on conditions prevailing at
the start of the year.
Actuarial gains and losses are recognised in
full in the period in which they occur and are
presented in the statement of comprehensive income.
Actuarial valuations of the main defined benefit
plan are carried out by an independent actuary as
determined by the Trustee at intervals of not more
than three years, to determine the rates of
contribution payable. The pension cost is determined
on the advice of the groups actuary, having regard to
the results of these Trustee valuations. In any
intervening years, the actuaries review the continuing
appropriateness of the contribution rates.
The group also operates defined contribution
pension schemes and the income statement is charged
with the contributions payable.
(xvii) Share-based payment
The group operates a number of equity settled
share-based payment arrangements, under which the
group receives services from employees as
consideration for equity instruments (share options
and shares) of the group. Equity settled share-based
payments are measured at fair value (excluding the
effect of non market-based vesting conditions) at the
date of grant, but including any market-based
performance criteria and the impact of non-vesting
conditions (for example the requirement for employees
to save). The fair value determined at the grant date
is recognised on a straight-line basis over the
vesting period, based on the groups estimate of the
options or shares that will eventually vest and
adjusted for the effect of non market-based vesting
conditions.
Fair value is measured using either the Binomial
pricing model or the Monte Carlo model, whichever is
most appropriate to the award.
The group adopted IFRS 2 Share-based payment
vesting conditions and cancellations, with effect from
1 April 2009. The amendment clarifies that only service
and performance conditions are vesting conditions. Any
other conditions are non-vesting conditions which have
to be taken into account to determine the fair value of
equity instruments granted. In the case that an award
or option does not vest as a result of a failure to
meet a non-vesting condition that is within the control
of either counterparty, this is accounted for as a
cancellation. Cancellations must be treated as
90 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
accelerated vesting and all remaining future charges
are immediately recognised. As the requirement to
save under an employee share save arrangement is a
non-vesting condition, employee cancellations must be
treated as an accelerated vesting.
(xviii) Taxation
Current income tax is calculated on the basis of
the tax laws enacted or substantively enacted at the
balance sheet date in the countries where the
companys subsidiaries, associates and joint ventures
operate and generate taxable income. The group
periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax
regulation is subject to interpretation, and the group
establishes provisions where appropriate on the basis
of the amounts expected to be paid to tax authorities.
Deferred tax is recognised, using the liability
method, in respect of temporary differences between
the carrying amount of the groups assets and
liabilities and their tax base, except to the extent
that the deferred tax asset or liability arises from
the initial recognition of goodwill or from the
initial recognition of an asset or liability in a
transaction which is not a business combination and
affects neither accounting profit nor taxable profit.
Deferred tax liabilities are, where permitted,
offset against deferred tax assets within the same
taxable entity or qualifying local tax group. Any
remaining deferred tax asset is recognised only when,
on the basis of all available evidence, it can be
regarded as probable that there will be suitable
taxable profits, within the same jurisdiction, in the
foreseeable future against which the deductible
temporary difference can be utilised.
Deferred tax is determined using tax rates that
are expected to apply in the periods in which the
asset is realised or liability settled, based on tax
rates and laws that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is provided on temporary differences
arising on investments in subsidiaries, associates and
joint ventures, except where the timing of the
reversal of the temporary difference can be controlled
and it is probable that the temporary difference will
not reverse in the foreseeable future.
Current and deferred tax are recognised in the
income statement, except when the tax relates to items
charged or credited directly in equity, in which case
the tax is also recognised in equity.
(xix) Advertising and marketing
The costs associated with the groups
advertising and marketing activities are recognised
within other operating costs as incurred.
(xx) Dividends
Final dividends are recognised as a liability
in the year in which they are declared and approved
by the companys shareholders in the annual general
meeting. Interim dividends are recognised when they
are paid.
(xxi) Provisions
Provisions are recognised when the group has a
present legal or constructive obligation as a result
of past events, it is probable that an outflow of
resources will be required to settle the obligation
and the amount can be reliably estimated. Provisions
are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks
specific to the liability. Financial liabilities
within provisions are initially recognised at fair
value and subsequently carried at amortised cost using
the effective interest method. Onerous lease
provisions have been measured at the lower of the cost
to fulfil the contract or the cost to exit it.
(xxii) Financial instruments
Recognition and derecognition of
financial assets and financial liabilities
Financial
assets and financial liabilities are recognised when the group becomes party to the
contractual provisions of the instrument. Financial
assets are derecognised when the group no longer has
rights to cash flows, the risks and rewards of
ownership or control of the asset. Financial
liabilities are derecognised when the obligation under
the liability is discharged, cancelled or expires. In
particular, for all regular way purchases and sales of
financial assets, the group recognises the financial
assets on the settlement date, which is the date on
which the asset is delivered to or by the group.
Financial assets
Financial assets at fair value through income statement
A financial asset is classified in this category if
acquired principally for the purpose of selling in the
short-term (held for trading) or if so designated by
management. Financial assets held in this category are
initially recognised and subsequently measured at fair
value, with changes in value recognised in the income
statement in the line which most appropriately reflects
the nature of the item or transaction. The direct
transaction costs are recognised immediately in the
income statement.
Loans and receivables
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market other than 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.
Loans and receivables are initially recognised
at fair value plus transaction costs and subsequently
carried at amortised cost using the effective
interest method, with changes in carrying value
recognised in the income statement in the line which
most appropriately reflects the nature of the item or
transaction.
Available-for-sale financial assets
Non-derivative financial assets classified as
available-for-sale are either specifically designated
in this category or not classified in any of the other
categories. Available-for-sale financial assets are
initially recognised at fair value plus direct
transaction costs and then re-measured at subsequent
reporting dates to fair value, with unrealised gains
and losses (except for changes in exchange rates for
monetary items, interest, dividends and impairment
losses, which are recognised in the income statement)
recognised in equity until the financial asset is
derecognised, at which time the cumulative gain or
loss previously recognised in equity is taken to the
income statement, in the line that most appropriately
reflects the nature of the item or transaction.
Trade and other receivables
Financial assets within trade and other receivables
are initially recognised at fair value, which is
usually the original invoiced amount, and are
subsequently carried at amortised cost using the
effective interest method less provisions made for
doubtful receivables.
Provisions are made specifically where there is
evidence of a risk of non payment, taking into
account ageing, previous losses experienced and
general economic conditions.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and
current balances with banks and similar institutions,
which are readily convertible to cash and which are
subject to insignificant risk of changes in value and
have an original maturity of three months or less.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 91
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
For the purpose of the consolidated cash flow
statement, cash and cash equivalents are as defined
above net of outstanding bank overdrafts. Bank
overdrafts are included within loans and other
borrowings, in current liabilities on the balance
sheet.
Impairment of financial assets
The group assesses at each balance sheet date whether
a financial asset or group of financial assets are
impaired.
Where there is objective evidence that an
impairment loss has arisen on assets carried at
amortised cost, the carrying amount is reduced with
the loss being recognised in the income statement. The
impairment loss is measured as the difference between
that assets carrying amount and the present value of
estimated future cash flows discounted at the
financial assets original effective interest rate.
The impairment loss is only reversed if it can be
related objectively to an event after the impairment
was recognised and is reversed to the extent that the
carrying value of the asset does not exceed its
amortised cost at the date of reversal.
If an available-for-sale asset is impaired, an
amount comprising the difference between its cost (net
of any principal payment and amortisation) and its fair
value is transferred from equity to the income
statement. Reversals of impairment losses on debt
instruments are taken through the income statement if
the increase in fair value of the instrument can be
objectively related to an event occurring after the
impairment loss was recognised in the income statement.
Reversals in respect of equity instruments classified
as available-for-sale are recognised directly in
equity.
If there is objective evidence that an impairment
loss has been incurred on an unquoted equity
instrument that is not carried at fair value because
its fair value cannot be objectively measured, or on a
derivative asset that is linked to and must be settled
by delivery of such an unquoted equity instrument, the
amount of loss is measured as the difference between
the assets carrying amount and the present value of
estimated future cash flows discounted at the current
market rate of return for a similar financial asset.
Financial liabilities
Trade and other payables
Financial liabilities within trade and other
payables are initially recognised at fair value,
which is usually the original invoiced amount, and
subsequently carried at amortised cost using the
effective interest method.
Loans and other borrowings
Loans and other borrowings are initially recognised at
fair value plus directly attributable transaction
costs. Where loans and other borrowings contain a
separable embedded
derivative, the fair value of the embedded derivative
is the difference between the fair value of the hybrid
instrument and the fair value of the loan or
borrowing. The fair value of the embedded derivative
and the loan or borrowing is recorded separately on
initial recognition. Loans and other borrowings are
subsequently measured at amortised cost using the
effective interest method and, if included in a fair
value hedge relationship, are revalued to reflect the
fair value movements on the hedged risk associated
with the loans and other borrowings. The resultant
amortisation of fair value movements, on
de-designation of the hedge, are recognised in the
income statement.
Financial guarantees
Financial guarantees are recognised initially at fair
value plus transaction costs and subsequently
measured at the higher of the amount determined in
accordance with the accounting policy relating to
provisions and the amount initially determined less,
when appropriate, cumulative amortisation.
Derivative financial instruments
The group uses derivative financial instruments mainly
to reduce exposure to foreign exchange risks and
interest rate movements. The group does not hold or
issue derivative financial instruments for financial
trading purposes. However, derivatives that do not
qualify for hedge accounting are accounted for as
trading instruments.
Derivative financial instruments are classified
as held for trading and are initially recognised and
subsequently measured at fair value. The gain or loss
on re-measurement to fair value is recognised
immediately in the income statement in net finance
expense. However, where derivatives qualify for hedge
accounting, recognition of any resultant gain or loss
depends on the nature of the hedge. Derivative
financial instruments are classified as current assets
or current liabilities where they are not designated
in a hedging relationship or have a maturity period
within 12 months. Where derivative financial
instruments have a maturity period greater than 12
months and are designated in a hedge relationship,
they are classified within either non current assets
or non current liabilities.
Derivatives embedded in other financial
instruments or other host contracts are treated as
separate derivatives when their risk and
characteristics are not closely related to those of
the host contract and the host contract is not
carried at fair value. Changes in the fair value of
embedded derivatives are recognised in the income
statement in the line which most appropriately
reflects the nature of the item or transaction.
Hedge accounting
To qualify for hedge accounting, hedge documentation
must be prepared at inception and the hedge must be
expected to be highly effective both prospectively and
retrospectively. The hedge is tested for effectiveness
at inception and in
subsequent periods in which the hedge remains in
operation.
Cash flow hedge
When a financial instrument is designated as a hedge
of the variability in cash flows of a recognised asset
or liability, or a highly probable transaction, the
effective part of any gain or loss on the derivative
financial instrument is recognised directly in equity.
For cash flow hedges of recognised assets or
liabilities, the associated cumulative gain or loss
is removed from equity and recognised in the same
line in the income statement in the same period or
periods during which the hedged transaction affects
the income statement.
For highly probable transactions, when the
transaction subsequently results in the recognition
of a non financial asset or non financial liability
the associated cumulative gain or loss is removed
from equity and included in the initial cost or
carrying amount of the non financial asset or
liability.
If a hedge of a highly probable transaction
subsequently results in the recognition of a financial
asset or a financial liability, then the associated
gains and losses that were recognised directly in
equity are reclassified into the income statement in
the same period or periods during which the asset
acquired or liability assumed affects the income
statement.
Any ineffectiveness arising on a cash flow hedge
of a recognised asset or liability is recognised
immediately in the same income statement line as the
hedged item. Where ineffectiveness arises on highly
probable transactions, it is recognised in the line
which most appropriately reflects the nature of the
item or transaction.
Fair value hedge
When a derivative financial instrument is
designated as a hedge of the variability in fair
value of a recognised asset or liability, or
unrecognised firm commitment, the change in fair
value of the
92 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
derivatives that are designated as fair value hedges
are recorded in the same line in the income statement,
together with any changes in fair value of the hedged
asset or liability that is attributable to the hedged
risk.
Hedge of net investment in a foreign operation
Exchange differences arising from the retranslation
of currency instruments designated as hedges of net
investments in a foreign operation are taken to
shareholders equity on consolidation to the extent
that the hedges are deemed effective.
Any ineffectiveness arising on a hedge of a net
investment in a foreign operation is recognised in
net finance expense.
Discontinuance of hedge accounting
Discontinuance of hedge accounting may occur when a
hedging instrument expires or is sold, terminated or
exercised, or when the hedge no longer qualifies for
hedge accounting or the group revokes designation of
the hedge relationship but the hedged financial asset
or liability remains or a highly probable transaction
is still expected to occur. Under a cash flow hedge,
the cumulative gain or loss at that point remains in
equity and is recognised in accordance with the above
policy when the transaction occurs. If the hedged
transaction is no longer expected to take place or the
underlying hedged financial asset or liability no
longer exists, the cumulative unrealised gain or loss
recognised in equity is recognised immediately in the
income statement. Under a hedge of a net investment,
the cumulative gain or loss remains in equity when the
hedging instrument expires or is sold, terminated or
exercised, or when the hedge no longer qualifies for
hedge accounting or the group revokes designation of
the hedge relationship. The cumulative gain or loss is
recognised in the income statement as part of the
profit on disposal when the net investment in the
foreign operation is disposed. Under a fair value
hedge, the cumulative gain or loss adjustment
associated with the hedged risk is amortised to the
income statement using the effective interest method
over the remaining term of the hedged item.
Share capital
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new
shares are shown in equity as a deduction from the
proceeds received. Shares in the parent company, BT
Group plc, held by employee share ownership trusts
and repurchased treasury shares are recorded in the
balance sheet as a deduction from shareholders
equity at cost.
Critical accounting estimates and key judgements
The preparation of financial statements in
conformity with IFRSs requires the use of accounting
estimates and assumptions. It also requires management
to exercise its judgement in the process of applying
the groups accounting policies. We continually
evaluate our estimates, assumptions and judgements
based on available information and experience. As the
use of estimates is inherent in financial reporting,
actual results could differ from these estimates. The
areas involving a higher degree of judgement or
complexity are described below.
Long-term customer contracts
Long-term customer contracts can extend over a number
of financial years. During the contractual period
recognition of costs and profits may be impacted by
estimates of the ultimate profitability of each
contract. If, at any time, these estimates indicate
that any contract will be unprofitable, the entire
estimated loss for the contract is recognised
immediately. If these estimates indicate that any
contract will be less profitable than previously
forecast, contract assets may have to be written down
to the extent they are no longer considered to be
fully recoverable. The group performs ongoing
profitability reviews of its contracts in order to
determine whether the latest estimates are
appropriate. Key factors reviewed include:
4 |
|
Transaction volumes or other inputs affecting future revenues
which can vary depending on customer requirements,
plans and market position and other factors such as
general economic conditions; |
|
4 |
|
Our ability to achieve
key contract milestones connected with the transition,
development, transformation and deployment phases for
customer contracts; |
|
4 |
|
The status of commercial relations
with customers and the implication for future revenue
and cost projections; and |
|
4 |
|
Our estimates of future
staff and third party costs and the degree to which
cost savings and efficiencies are deliverable. |
The carrying value of assets comprising the costs of the
initial set up, transition or transformation phase of
long-term networked IT services contracts are
disclosed in note 17.
Interconnect income and payments to
other telecommunications operators
In certain instances, BT relies on other operators to
measure the traffic flows interconnecting with our
networks. Estimates are used in these cases to
determine the amount of income receivable from, or
payments we need to make to, these other operators.
The prices at which these services are charged are
often regulated and may be subject to retrospective
adjustment by regulators, and estimates are used in
assessing the likely effect of these adjustments.
Pension obligations
BT has a commitment, mainly through the BT Pension
Scheme, to pay pension benefits to approximately
333,000 people over approximately 60 years. The cost
of these benefits and the present value of our pension
liabilities depend on such factors as the life
expectancy of the members, the salary progression of
our current employees,
the return that the pension fund assets will generate
in the time before they are used to fund the pension
payments and the rate at which the future pension
payments are discounted. We use estimates for all of
these factors in determining the pension costs and
liabilities incorporated in our financial statements.
The assumptions reflect historical experience and our
judgement regarding future expectations.
The value of the net pension obligation at 31
March 2010 and the key financial assumptions used to
measure the obligation are disclosed in note 29.
Useful lives for property, plant and equipment and software
The plant and equipment in BTs networks is long lived
with cables and switching equipment operating for over
10 years and underground ducts being used for decades.
BT also develops software for use in IT systems and
platforms that supports the products and services
provided to our customers and that is also used within
the group. The annual depreciation and amortisation
charge is sensitive to the estimated service lives
allocated to each type of asset. Asset lives are
assessed annually and changed when necessary to
reflect current thinking on their remaining lives in
light of technological change, network investment
plans (including the groups fibre roll out
programme), prospective economic utilisation and
physical condition of the assets concerned. Changes to
the service lives of assets implemented from 1 April
2009 had no significant impact in aggregate on the
results for the year ended 31 March 2010.
The carrying values of software, property, plant
and equipment are disclosed in notes 12 and 13,
respectively. The useful lives applied to the
principal categories of assets are disclosed on pages
89 and 90.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 93
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Income tax
The actual tax we pay on our profits is determined
according to complex tax laws and regulations. Where
the effect of these laws and regulations is unclear,
we use estimates in determining the liability for the
tax to be paid on our past profits which we recognise
in our financial statements. We believe the estimates,
assumptions and judgements are reasonable but this can
involve complex issues which may take a number of
years to resolve. The final determination of prior
year tax liabilities could be different from the
estimates reflected in the financial statements and
may result in the recognition of an additional tax
expense or tax credit in the income statement.
The value of the groups income tax liability
is disclosed on the balance sheet on page 100.
Deferred tax
Deferred tax assets and liabilities require management
judgement in determining the amounts to be recognised.
In particular, judgement is used when assessing the
extent to which deferred tax assets should be
recognised with consideration given to the timing and
level of future taxable income.
The carrying value of the groups deferred
tax assets and liabilities are disclosed in
notes 29 and 22, respectively.
Goodwill
The recoverable amount of cash generating units has
been determined based on value in use calculations.
These calculations require the use of estimates,
including managements expectations of future revenue
growth, operating costs and profit margins for each
cash generating unit.
The carrying value of goodwill and the key
assumptions used in performing the annual impairment
assessment are disclosed in note 12.
Determination of fair values
Certain financial instruments such as investments,
derivative financial instruments and certain elements
of loans and borrowings, are carried on the balance
sheet at fair value, with changes in fair value
reflected in the income statement. Fair values are
estimated by reference in part to published price
quotations and in part by using valuation techniques.
The fair values of financial instruments are disclosed in note 32.
Providing for doubtful debts
BT provides services to consumer and business
customers, mainly on credit terms. We know that
certain debts due to
us will not be paid through the default of a small
number of our customers. Estimates, based on our
historical experience, are used in determining the
level of debts that we believe will not be collected.
These estimates include such factors as the current
state of the economy and particular industry issues.
The value of the provision for doubtful
debts is disclosed in note 17.
Provisions
As disclosed in note 21, the groups provisions
principally relate to obligations arising from
property rationalisation programmes, restructuring
programmes, claims and litigation and regulatory
risks.
Under our property rationalisation programmes we
have identified a number of surplus properties.
Although efforts are being made to sub-let this
space, this is not always possible given the current
regulatory environment. Estimates have been made of
the cost of vacant possession and of any shortfall
arising from any sub-lease income being lower than
the lease costs. Any such shortfall is recognised as
a provision.
In respect of claims, litigation and regulatory risks,
the group provides for anticipated costs where an
outflow of resources is considered probable and a
reasonable estimate can be made of the likely outcome.
The ultimate liability may vary from the amounts
provided and will be dependent upon the eventual
outcome of any settlement.
Accounting standards, interpretations and
amendments to published standards adopted in
the year ended 31 March 2010
The following new, revised and amended standards
and interpretations have been adopted in 2010 and
have affected the amounts reported in these financial
statements or have resulted in a change in
presentation or disclosure.
Amendment to IFRS 2 Share-based payment
Vesting Conditions and Cancellations
The adoption of the amendment to IFRS 2 Share-based
payment Vesting Conditions and Cancellations has
resulted in a change in the groups accounting policy
for share-based payments. The amendment clarifies that
only service and performance conditions are vesting
conditions. Any other conditions are non-vesting
conditions which have to be taken into account to
determine the fair value of the equity instruments
granted. In the case that the award does not vest as a
result of a failure to meet a non-vesting condition
that is within the control of either the group or the
counterparty, this must be treated as a cancellation.
Cancellations are treated as accelerated vestings and
all remaining future charges are immediately
recognised in the income statement with the credit
recognised directly in
equity. Prior to the adoption of the amendment to IFRS
2, the monthly savings requirement under the groups
all employee sharesave plans was classified as a
vesting condition and any cancellations made by
employees prior to the normal vesting date resulted in
the reversal of all charges recognised to date.
The amendment to IFRS 2 requires retrospective
adoption and hence prior period comparatives have been
restated resulting in an increase of £110m in the
share-based payment charge for 2009 (2008: £nil) and a
reduction of 1.4p in basic and diluted loss per share
for 2009 (2008: nil). There was no impact on net
assets and cash flow. There was no material impact on
the share-based payment charge in 2010, following the
adoption of the amendment.
IAS 1 (Revised) Presentation of Financial Statements
IAS 1 (Revised) introduced some changes in the format
and content of the financial statements. In addition,
the revised standard requires the presentation of a
third balance sheet as at 1 April 2008 because the
group has applied two new accounting policies
retrospectively.
The adoption of the amendment to IAS 1 (Revised)
arising from the Annual Improvements to IFRSs 2007 has
also resulted in a change in accounting policy applied
to the classification of derivatives which have not
been allocated to a specific hedge relationship. Where
such derivatives have a maturity of and are expected
to be held for more than twelve months after the
reporting period, they are now presented as non
current assets or liabilities. Prior period balance
sheets have been reclassified to be on a consistent
basis. The impact of these changes on the balance
sheet line items is an increase in non current assets
as at 31 March 2009 of £86m (31 March 2008: £6m) and a
reduction in current assets as at 31 March 2009 of
£86m (31 March 2008: £6m), and a reduction in current
liabilities as at 31 March 2009 of £284m (31 March
2008: £209m) and an increase in non current
liabilities of £284m (31 March 2008: £209m).
94 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
IAS 23 (Revised) Borrowing costs
In respect of borrowing costs relating to qualifying
assets for which the commencement date for
capitalisation is on or after 1 April 2009, the group
capitalises borrowing costs during the construction
phase as part of the cost of that asset. Previously,
the group immediately recognised all borrowing costs
as an expense in the income statement. The change in
accounting policy was due to the adoption of IAS 23
(Revised) Borrowing Costs. The change in accounting
policy has had no material impact on earnings per
share. In 2010, the group capitalised borrowing costs
of £3m with respect to property, plant and equipment
under construction (note 13) and software development
costs (note 12).
Amendment to IFRS 7 Financial Instruments: Disclosures
The amendment to IFRS 7 expands the disclosures
required in respect of fair value financial
instruments measurements and liquidity risk. The group
has elected not to provide comparative information for
these expanded disclosures in 2010, as set out in note
32, in accordance with the transitional relief offered
in the amendment.
IFRS 8 Operating Segments
IFRS 8 is a new disclosure standard which has not
changed the groups reportable segments but has
introduced certain new disclosures as set out in
note 1.
As part of the Annual Improvements to IFRSs 2009
the IASB modified the requirement to disclose total
assets for each reportable segment. This disclosure
is now required only if a measure of total assets by
segment is reported to the chief operating decision
maker (CODM). For BT, such a measure is not included
in the information regularly provided to the CODM.
The amendment to IFRS 8 is effective for accounting
periods commencing on or after 1 January 2010. The
amendment was endorsed by the EU on 23 March 2010 and
the group has chosen to adopt it early for 2010.
The following new and revised standards and
interpretations have also been adopted in these
financial statements. Their adoption has not had any
significant impact on the amounts reported.
4 |
|
IFRIC 12 Service concession arrangements; |
|
4 |
|
IFRIC 13 Customer loyalty programmes; |
|
4 |
|
IFRIC 16 Hedges of a net investment in a foreign operation; and |
|
4 |
|
IFRIC 18 Transfer of assets from customers. |
Accounting standards, interpretations and
amendments to published standards not yet
effective
Certain new standards, interpretations and
amendments to existing standards have been published
that are mandatory for the groups accounting periods
beginning on or after 1 April 2010 or later periods,
which the group has not adopted early, with the
exception of the amendment to IFRS 8 as described
above. Those which are considered to be relevant to
the groups operations, but which are not currently
expected to have a significant impact on the groups
financial statements, are as follows:
IFRS 3 (Revised) Business Combinations (effective 1 April 2010)
IFRS 3 (Revised) revises certain aspects of accounting
for business combinations. Revisions include the
requirement to expense all transaction costs and the
requirement for all payments to acquire a business to
be recorded at fair value at the acquisition date,
with future contingent consideration subsequently
re-measured at fair value through the income
statement. IFRS 3 (Revised) is applied prospectively
to business combinations entered into on or after the
effective date.
IAS 27 (Revised) Consolidated and Separate
Financial Statements (effective 1 April
2010)
IAS 27 (Revised), which is applied prospectively,
requires the effects of all transactions with
non-controlling interests to be recorded in equity if
there is no overall change in control. Such
transactions will no longer result in goodwill or gains
or losses being recorded. IAS 27 (Revised) also
specifies that when control is lost, any remaining
interest should be re-measured to fair value and a gain
or loss recorded through the income statement.
IFRIC 17 Distributions of Non-cash Assets to Owners (effective 1 April 2010)
IFRIC 17 provides guidance on how an entity should
measure distributions other than cash when it pays
dividends to its owners. The interpretation requires
the dividend payable to be measured at the fair value
of the assets to be distributed, and any difference
between the fair value and the book value of the
assets is recorded in the income statement.
Amendment to IAS 39 Financial Instruments:
Recognition and Measurement: Eligible Hedged items
(effective 1 April 2010)
This clarifies two aspects of hedge accounting
relating to hedging with options and the
identification of inflation as a hedged risk.
Amendment to IAS 32 Financial Instruments:
Presentation-Classification of Rights Issues
(effective 1 April 2010)
This requires an issue to all existing shareholders of
rights to acquire additional shares to be recognised
in equity, regardless of the currency in which the
exercise price is denominated.
Annual Improvements to IFRSs 2009 (effective 1 April 2010)
These improvements relate to a number of standards
including changes in presentation, recognition and
measurement, terminology and editorial changes. It
incorporates minor amendments to a number of standards
in areas including operating segments, leases,
intangible assets and financial instruments.
IAS 24 (Revised) Related Party Disclosures (effective 1 April 2011)
The revised standard clarifies the definition of a
related party and provides some exemptions for
government-related entities.
Amendment to IFRIC 14 Prepayments of a Minimum
Funding Requirement (effective 1 April 2011)
This amendment permits a voluntary prepayment of a
minimum funding requirement to be recognised as an
asset.
IFRIC 19 Extinguishing Financial Liabilities
with Equity Instruments (effective 1 April
2011)
This interpretation, which is applied
retrospectively, clarifies the accounting when an
entity renegotiates the terms of its debt with the
result that the liability is settled in part or in
full by the debtor issuing its own equity instrument
to the creditor.
IFRS 9 Financial Instruments (effective 1 April 2013)
IFRS 9 is the first phase of the IASBs three phase
project to replace IAS 39 Financial Instruments:
Recognition and Measurement. It is applicable to
financial assets and requires classification and
measurement in either the amortised cost or the fair
value category. IFRS 9 is applied prospectively with
transitional arrangements depending on the date of
application.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 95
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
|
|
items |
a |
|
Total |
|
Year ended 31 March 2010 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
1 |
|
|
|
20,911 |
|
|
|
(52 |
) |
|
|
20,859 |
|
Other operating income |
|
|
2 |
|
|
|
378 |
|
|
|
2 |
|
|
|
380 |
|
Operating costs |
|
|
3 |
|
|
|
(18,689 |
) |
|
|
(427 |
) |
|
|
(19,116 |
) |
|
|
Operating profit |
|
|
1 |
|
|
|
2,600 |
|
|
|
(477 |
) |
|
|
2,123 |
|
|
|
Finance expense |
|
|
6 |
|
|
|
(3,113 |
) |
|
|
|
|
|
|
(3,113 |
) |
Finance income |
|
|
6 |
|
|
|
1,944 |
|
|
|
11 |
|
|
|
1,955 |
|
|
|
Net finance expense |
|
|
|
|
|
|
(1,169 |
) |
|
|
11 |
|
|
|
(1,158 |
) |
Share of post tax profit of associates and joint ventures |
|
|
15 |
|
|
|
25 |
|
|
|
29 |
|
|
|
54 |
|
Loss on disposal of associate |
|
|
15 |
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
|
|
Profit before taxation |
|
|
|
|
|
|
1,456 |
|
|
|
(449 |
) |
|
|
1,007 |
|
Taxation |
|
|
8 |
|
|
|
(320 |
) |
|
|
342 |
|
|
|
22 |
|
|
|
Profit for the year |
|
|
|
|
|
|
1,136 |
|
|
|
(107 |
) |
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
1,135 |
|
|
|
(107 |
) |
|
|
1,028 |
|
Minority interests |
|
|
23 |
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
Earnings per share |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.3p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.9p |
|
|
|
|
|
|
a |
|
For a definition of specific items, see page 87. An analysis of specific items is provided in note 5. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
b |
|
items |
a |
|
Total |
b |
Year ended 31 March 2009 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
1 |
|
|
|
21,390 |
|
|
|
|
|
|
|
21,390 |
|
Other operating income |
|
|
2 |
|
|
|
352 |
|
|
|
(13 |
) |
|
|
339 |
|
Operating costs |
|
|
3 |
|
|
|
(21,033 |
) |
|
|
(395 |
) |
|
|
(21,428 |
) |
|
|
Operating profit |
|
|
1 |
|
|
|
709 |
|
|
|
(408 |
) |
|
|
301 |
|
|
|
Finance expense |
|
|
6 |
|
|
|
(3,272 |
) |
|
|
|
|
|
|
(3,272 |
) |
Finance income |
|
|
6 |
|
|
|
2,652 |
|
|
|
|
|
|
|
2,652 |
|
|
|
Net finance expense |
|
|
|
|
|
|
(620 |
) |
|
|
|
|
|
|
(620 |
) |
Share of post tax profit of associates and joint ventures |
|
|
15 |
|
|
|
39 |
|
|
|
36 |
|
|
|
75 |
|
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
128 |
|
|
|
(372 |
) |
|
|
(244 |
) |
Taxation |
|
|
8 |
|
|
|
10 |
|
|
|
43 |
|
|
|
53 |
|
|
|
Profit (loss) for the year |
|
|
|
|
|
|
138 |
|
|
|
(329 |
) |
|
|
(191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
136 |
|
|
|
(329 |
) |
|
|
(193 |
) |
Minority interests |
|
|
23 |
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
|
Loss per share |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.5)p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.5)p |
|
|
|
|
|
|
a |
|
For a definition of specific items, see page 87. An analysis of specific items is provided in note 5. |
|
b |
|
Restated. See page 94. |
96 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
b |
|
items |
a |
|
Total |
b |
Year ended 31 March 2008 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
1 |
|
|
|
20,704 |
|
|
|
|
|
|
|
20,704 |
|
Other operating income |
|
|
2 |
|
|
|
359 |
|
|
|
(10 |
) |
|
|
349 |
|
Operating costs |
|
|
3 |
|
|
|
(18,168 |
) |
|
|
(529 |
) |
|
|
(18,697 |
) |
|
|
Operating profit |
|
|
1 |
|
|
|
2,895 |
|
|
|
(539 |
) |
|
|
2,356 |
|
|
|
Finance expense |
|
|
6 |
|
|
|
(2,891 |
) |
|
|
|
|
|
|
(2,891 |
) |
Finance income |
|
|
6 |
|
|
|
2,513 |
|
|
|
|
|
|
|
2,513 |
|
|
|
Net finance expense |
|
|
|
|
|
|
(378 |
) |
|
|
|
|
|
|
(378 |
) |
Share of post tax loss of associates and joint ventures |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
(11 |
) |
Profit on disposal of associate |
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
9 |
|
|
|
Profit before taxation |
|
|
|
|
|
|
2,506 |
|
|
|
(530 |
) |
|
|
1,976 |
|
Taxation |
|
|
8 |
|
|
|
(581 |
) |
|
|
343 |
|
|
|
(238 |
) |
|
|
Profit for the year |
|
|
|
|
|
|
1,925 |
|
|
|
(187 |
) |
|
|
1,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
1,924 |
|
|
|
(187 |
) |
|
|
1,737 |
|
Minority interests |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
Earnings per share |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.5p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1p |
|
|
|
|
|
|
a |
|
For a definition of specific items, see page 87. An analysis of specific items is provided in note 5. |
|
b |
|
Restated. See page 94. |
GROUP STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Profit (loss) for the year |
|
|
|
|
|
|
1,029 |
|
|
|
(191 |
) |
|
|
1,738 |
|
|
|
Other comprehensive (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (losses) gains relating to retirement benefit obligations |
|
|
29 |
|
|
|
(4,324 |
) |
|
|
(7,037 |
) |
|
|
2,621 |
|
Exchange differences on translation of foreign operations |
|
|
25 |
|
|
|
(119 |
) |
|
|
692 |
|
|
|
213 |
|
Fair value movements on available-for-sale assets |
|
|
25 |
|
|
|
7 |
|
|
|
5 |
|
|
|
|
|
Fair value movements on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fair value (losses) gains |
|
|
25 |
|
|
|
(1,067 |
) |
|
|
2,719 |
|
|
|
446 |
|
reclassified and reported in net profit (loss) |
|
|
25 |
|
|
|
496 |
|
|
|
(2,144 |
) |
|
|
(294 |
) |
reclassified and reported in non current assets |
|
|
25 |
|
|
|
(4 |
) |
|
|
(5 |
) |
|
|
11 |
|
Tax on components of other comprehensive income |
|
|
8 |
|
|
|
1,350 |
|
|
|
1,859 |
|
|
|
(832 |
) |
|
|
Other comprehensive (loss) income for the year, net of tax |
|
|
|
|
|
|
(3,661 |
) |
|
|
(3,911 |
) |
|
|
2,165 |
|
|
|
Total comprehensive (loss) income for the year |
|
|
|
|
|
|
(2,632 |
) |
|
|
(4,102 |
) |
|
|
3,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
(2,633 |
) |
|
|
(4,113 |
) |
|
|
3,899 |
|
Minority interests |
|
|
|
|
|
|
1 |
|
|
|
11 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
(2,632 |
) |
|
|
(4,102 |
) |
|
|
3,903 |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 97
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
GROUP STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity (deficit) |
|
|
|
|
|
|
|
|
|
Share |
|
|
Share |
|
|
Capital |
|
|
Other |
|
|
Retained |
|
|
|
|
|
|
Minority |
|
|
Total |
|
|
|
capital |
a |
|
premium |
a |
|
reserve |
|
|
reserves |
b |
|
earnings |
|
|
Total |
|
|
interests |
c |
|
Equity |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
At 1 April 2007 |
|
|
432 |
|
|
|
31 |
|
|
|
2 |
|
|
|
88 |
|
|
|
3,685 |
|
|
|
4,238 |
|
|
|
34 |
|
|
|
4,272 |
|
Change in accounting policy for adoption of
the amendment to IFRS 2 (see page 94) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive incomed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
344 |
|
|
|
3,555 |
|
|
|
3,899 |
|
|
|
4 |
|
|
|
3,903 |
|
Dividends to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,241 |
) |
|
|
(1,241 |
) |
|
|
|
|
|
|
(1,241 |
) |
Share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55 |
|
|
|
55 |
|
|
|
|
|
|
|
55 |
|
Tax on share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45 |
) |
|
|
(45 |
) |
|
|
|
|
|
|
(45 |
) |
Issue of ordinary shares |
|
|
1 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
32 |
|
Cancellation of shares |
|
|
(13 |
) |
|
|
|
|
|
|
13 |
|
|
|
570 |
|
|
|
(570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,529 |
) |
|
|
|
|
|
|
(1,529 |
) |
|
|
|
|
|
|
(1,529 |
) |
Other movements in minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
(15 |
) |
|
|
At 1 April 2008 |
|
|
420 |
|
|
|
62 |
|
|
|
15 |
|
|
|
(527 |
) |
|
|
5,439 |
|
|
|
5,409 |
|
|
|
23 |
|
|
|
5,432 |
|
Total comprehensive (loss) incomed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,094 |
|
|
|
(5,207 |
) |
|
|
(4,113 |
) |
|
|
11 |
|
|
|
(4,102 |
) |
Dividends to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,222 |
) |
|
|
(1,222 |
) |
|
|
|
|
|
|
(1,222 |
) |
Share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143 |
|
|
|
143 |
|
|
|
|
|
|
|
143 |
|
Tax on share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
(12 |
) |
Issue of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
797 |
|
|
|
(797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of shares |
|
|
(12 |
) |
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63 |
) |
|
|
|
|
|
|
(63 |
) |
|
|
|
|
|
|
(63 |
) |
Other movements in minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
|
|
At 1 April 2009 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
1,301 |
|
|
|
(1,656 |
) |
|
|
142 |
|
|
|
27 |
|
|
|
169 |
|
Total comprehensive (loss) incomed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(548 |
) |
|
|
(2,085 |
) |
|
|
(2,633 |
) |
|
|
1 |
|
|
|
(2,632 |
) |
Dividends to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(263 |
) |
|
|
(263 |
) |
|
|
|
|
|
|
(263 |
) |
Share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
81 |
|
|
|
|
|
|
|
81 |
|
Tax on share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
19 |
|
|
|
|
|
|
|
19 |
|
Net issuance of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Other movements in minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
(4 |
) |
|
|
At 31 March 2010 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
757 |
|
|
|
(3,904 |
) |
|
|
(2,650 |
) |
|
|
24 |
|
|
|
(2,626 |
) |
|
|
|
|
|
a |
|
For details of share capital and share premium, see note 24. |
|
b |
|
For further analysis of Other reserves, see note 25. |
|
c |
|
For further analysis of minority interests, see note 23. |
|
d |
|
The group statement of comprehensive income is on page 97. |
98 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
GROUP CASH FLOW STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
Note |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxationb |
|
|
|
|
|
|
1,007 |
|
|
|
(244 |
) |
|
|
1,976 |
|
Depreciation and amortisation |
|
|
|
|
|
|
3,039 |
|
|
|
2,890 |
|
|
|
2,889 |
|
Loss on sale of associates and group undertakings |
|
|
|
|
|
|
10 |
|
|
|
13 |
|
|
|
1 |
|
Net finance expense |
|
|
|
|
|
|
1,158 |
|
|
|
620 |
|
|
|
378 |
|
Other non cash charges |
|
|
|
|
|
|
77 |
|
|
|
596 |
|
|
|
60 |
|
Share of (profits) losses of associates and joint ventures |
|
|
|
|
|
|
(54 |
) |
|
|
(75 |
) |
|
|
11 |
|
Decrease in inventories |
|
|
|
|
|
|
14 |
|
|
|
11 |
|
|
|
23 |
|
Decrease (increase) in trade and other receivables |
|
|
|
|
|
|
524 |
|
|
|
1,063 |
|
|
|
(498 |
) |
(Decrease) increase in trade and other payables |
|
|
|
|
|
|
(708 |
) |
|
|
(379 |
) |
|
|
451 |
|
(Decrease) increase in provisions and other liabilitiesd |
|
|
|
|
|
|
(591 |
) |
|
|
439 |
|
|
|
(104 |
) |
|
|
Cash generated from operationsb |
|
|
|
|
|
|
4,476 |
|
|
|
4,934 |
|
|
|
5,187 |
|
Income taxes paid |
|
|
|
|
|
|
(76 |
) |
|
|
(232 |
) |
|
|
(222 |
) |
Income tax repayment for prior years |
|
|
|
|
|
|
425 |
|
|
|
4 |
|
|
|
521 |
|
|
|
Net cash inflow from operating activities |
|
|
|
|
|
|
4,825 |
|
|
|
4,706 |
|
|
|
5,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
|
|
|
|
16 |
|
|
|
19 |
|
|
|
111 |
|
Dividends received from associates and joint ventures |
|
|
|
|
|
|
3 |
|
|
|
6 |
|
|
|
2 |
|
Proceeds on disposal of property, plant and equipment |
|
|
|
|
|
|
29 |
|
|
|
44 |
|
|
|
62 |
|
Proceeds on disposal of businesses |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Proceeds on disposal of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
Proceeds on disposal of non current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Proceeds on disposal of current financial assetsc |
|
|
|
|
|
|
8,739 |
|
|
|
6,316 |
|
|
|
4,779 |
|
Acquisition of subsidiaries, net of cash acquired |
|
|
|
|
|
|
(70 |
) |
|
|
(227 |
) |
|
|
(377 |
) |
Purchases of property, plant and equipment and software |
|
|
|
|
|
|
(2,509 |
) |
|
|
(3,082 |
) |
|
|
(3,315 |
) |
Purchases of non current financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Purchases of current financial assetsc |
|
|
|
|
|
|
(8,985 |
) |
|
|
(6,030 |
) |
|
|
(4,938 |
) |
|
|
Net cash outflow from investing activities |
|
|
|
|
|
|
(2,775 |
) |
|
|
(2,954 |
) |
|
|
(3,664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity dividends paid |
|
|
|
|
|
|
(265 |
) |
|
|
(1,221 |
) |
|
|
(1,236 |
) |
Dividends paid to minority interests |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
Interest paid |
|
|
|
|
|
|
(956 |
) |
|
|
(956 |
) |
|
|
(842 |
) |
Repayment of borrowings |
|
|
|
|
|
|
(307 |
) |
|
|
(863 |
) |
|
|
(913 |
) |
Repayment of finance lease liabilities |
|
|
|
|
|
|
(24 |
) |
|
|
(16 |
) |
|
|
(284 |
) |
Net proceeds (repayment) of issued commercial paper |
|
|
|
|
|
|
(697 |
) |
|
|
606 |
|
|
|
(681 |
) |
New bank loans raised |
|
|
|
|
|
|
522 |
|
|
|
795 |
|
|
|
3,939 |
|
Proceeds from finance leases |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
Repurchase of ordinary shares |
|
|
|
|
|
|
|
|
|
|
(334 |
) |
|
|
(1,498 |
) |
Proceeds on issue of treasury shares |
|
|
|
|
|
|
4 |
|
|
|
125 |
|
|
|
85 |
|
|
|
Net cash used in financing activities |
|
|
|
|
|
|
(1,714 |
) |
|
|
(1,865 |
) |
|
|
(1,430 |
) |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
(7 |
) |
|
|
54 |
|
|
|
25 |
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
|
329 |
|
|
|
(59 |
) |
|
|
417 |
|
Cash and cash equivalents at the start of the year |
|
|
|
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
|
Cash and cash equivalents at the end of the year |
|
|
10 |
|
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
|
|
|
a |
|
Restated. See page 94. |
|
b |
|
The reconciliation from the loss before taxation of £244m for 2009 to the cash
generated from operations of £4,934m for 2009 includes BT Global Services contract and financial
review charges of £1,639m, which were non cash charges. |
|
c |
|
Primarily consists of investment in and redemption of amounts held in liquidity funds. |
|
d |
|
Includes pension deficit payment of £525m (2009: £nil, 2008: £320m). |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 99
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
GROUP BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
At 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Non current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
12 |
|
|
|
3,672 |
|
|
|
3,788 |
|
|
|
3,355 |
|
Property, plant and equipment |
|
|
13 |
|
|
|
14,856 |
|
|
|
15,405 |
|
|
|
15,307 |
|
Derivative financial instruments |
|
|
19 |
|
|
|
1,076 |
|
|
|
2,542 |
|
|
|
316 |
|
Investments |
|
|
14 |
|
|
|
64 |
|
|
|
55 |
|
|
|
31 |
|
Retirement benefit asset |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
2,887 |
|
Associates and joint ventures |
|
|
15 |
|
|
|
195 |
|
|
|
132 |
|
|
|
85 |
|
Trade and other receivables |
|
|
17 |
|
|
|
336 |
|
|
|
322 |
|
|
|
854 |
|
Deferred tax assets |
|
|
22 |
|
|
|
2,196 |
|
|
|
1,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,395 |
|
|
|
23,347 |
|
|
|
22,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
16 |
|
|
|
107 |
|
|
|
121 |
|
|
|
122 |
|
Trade and other receivables |
|
|
17 |
|
|
|
3,696 |
|
|
|
4,185 |
|
|
|
4,449 |
|
Derivative financial instruments |
|
|
19 |
|
|
|
624 |
|
|
|
158 |
|
|
|
71 |
|
Investments |
|
|
14 |
|
|
|
406 |
|
|
|
163 |
|
|
|
440 |
|
Cash and cash equivalents |
|
|
10 |
|
|
|
1,452 |
|
|
|
1,300 |
|
|
|
1,435 |
|
|
|
|
|
|
|
|
|
|
6,285 |
|
|
|
5,927 |
|
|
|
6,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
18 |
|
|
|
3,269 |
|
|
|
1,542 |
|
|
|
1,524 |
|
Derivative financial instruments |
|
|
19 |
|
|
|
166 |
|
|
|
56 |
|
|
|
58 |
|
Trade and other payables |
|
|
20 |
|
|
|
6,531 |
|
|
|
7,215 |
|
|
|
7,591 |
|
Current tax liabilities |
|
|
|
|
|
|
320 |
|
|
|
1 |
|
|
|
241 |
|
Provisions |
|
|
21 |
|
|
|
134 |
|
|
|
254 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
10,420 |
|
|
|
9,068 |
|
|
|
9,495 |
|
|
|
Total assets less current liabilities |
|
|
|
|
|
|
18,260 |
|
|
|
20,206 |
|
|
|
19,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
18 |
|
|
|
9,522 |
|
|
|
12,365 |
|
|
|
9,818 |
|
Derivative financial instruments |
|
|
19 |
|
|
|
533 |
|
|
|
711 |
|
|
|
1,014 |
|
Retirement benefit obligations |
|
|
29 |
|
|
|
7,864 |
|
|
|
3,973 |
|
|
|
108 |
|
Other payables |
|
|
20 |
|
|
|
804 |
|
|
|
794 |
|
|
|
707 |
|
Deferred tax liabilities |
|
|
22 |
|
|
|
1,456 |
|
|
|
1,728 |
|
|
|
2,513 |
|
Provisions |
|
|
21 |
|
|
|
707 |
|
|
|
466 |
|
|
|
265 |
|
|
|
|
|
|
|
|
|
|
20,886 |
|
|
|
20,037 |
|
|
|
14,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
24 |
|
|
|
408 |
|
|
|
408 |
|
|
|
420 |
|
Share premium |
|
|
24 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
Capital redemption reserve |
|
|
|
|
|
|
27 |
|
|
|
27 |
|
|
|
15 |
|
Other reserves |
|
|
25 |
|
|
|
757 |
|
|
|
1,301 |
|
|
|
(527 |
) |
Retained (loss) earnings |
|
|
|
|
|
|
(3,904 |
) |
|
|
(1,656 |
) |
|
|
5,439 |
|
|
|
Total parent shareholders (deficit) equity |
|
|
|
|
|
|
(2,650 |
) |
|
|
142 |
|
|
|
5,409 |
|
Minority interests |
|
|
23 |
|
|
|
24 |
|
|
|
27 |
|
|
|
23 |
|
|
|
Total (deficit) equityb |
|
|
|
|
|
|
(2,626 |
) |
|
|
169 |
|
|
|
5,432 |
|
|
|
|
|
|
|
|
|
|
18,260 |
|
|
|
20,206 |
|
|
|
19,857 |
|
|
|
|
|
|
a |
|
Restated. See page 94. |
|
b |
|
The Group statement of changes in equity is on page 98. |
The consolidated financial statements on pages 87 to 144 and 149 were approved by the Board of
Directors on 12 May 2010 and were signed on its behalf by
Sir Michael Rake
Chairman
Ian Livingston
Chief Executive
Tony Chanmugam
Group Finance Director
100 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information
The group has implemented IFRS 8 Operating segments with effect from 1 April 2009. IFRS 8
requires operating segments to be identified on the basis of internal reports about components of
the group which are regularly reviewed by the chief operating decision maker in order to allocate
resources to the segments and to assess their performance. As a result of the adoption of IFRS 8,
the groups reportable segments have not changed. The groups operating segments are reported based
on financial information provided to the Operating Committee, as detailed on page 61, which is the
key management committee and represents the chief operating decision maker. The Operating
Committee is chaired by the Group Chief Executive and the other members are the Group Finance
Director and the Chief Executives of BT Retail, BT Wholesale, BT Global Services, BT Innovate &
Design and BT Operate. The Chief Executive of Openreach also normally attends all meetings.
The groups organisational structure reflects the different customer groups to which it
provides communications products and services via its four customer-facing lines of business,
supported by two internal functional units. The four customer-facing lines of business are the
groups reportable segments and generate substantially all the groups revenue. Their operations
are summarised as follows:
BT Global Services serves multinational corporations, domestic
businesses, government departments and other communications providers across the world, providing
networked IT services.
BT Retail serves consumer customers and small and medium enterprises (SMEs)
in the UK, providing a range of innovative communications products and services. BT Retail also
includes BT Ireland, which operates across the major corporate, SME, consumer and wholesale markets
throughout the Republic of Ireland and Northern Ireland, and BT Enterprises, which comprises a
number of individual businesses including BT Conferencing, BT Directories, BT Expedite, BT Redcare
and BT Payphones.
BT Wholesale provides services to UK communications providers through a diverse
portfolio ranging from nationally available broadband, voice and data connectivity services and
interconnect to bespoke, fully managed network outsourcing and value-added solutions.
Openreach is responsible for the crucial first mile connecting communications providers
customers to their local telephone exchange, giving them equal, open and economic access to the UK
network. Openreach products are sold on an equivalent basis to BT lines of business and other
communications 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.
BT Innovate & Design and BT Operate are internal service units which support the four
customer-facing lines of business. BT Innovate & Design is responsible for the design and build of
the platforms, systems and processes which support the provision of the groups products and
services, and BT Operate is responsible for their operation. BT Innovate & Design and BT Operate
operate on a full cost recovery basis. The costs incurred by BT Innovate & Design and BT Operate
are allocated to the customer-facing lines of business in line with the services they provide. The
depreciation and amortisation incurred by BT Operate in relation to the networks and systems they
manage and operate on behalf of the customer-facing lines of business are allocated to the lines of
business based on their respective utilisation. Capital expenditure incurred by BT Innovate &
Design for specific projects undertaken on behalf of the customer-facing lines of business is
allocated based on the value of the directly attributable expenditure incurred. Where projects are
not directly attributable to a particular line of business, capital expenditure is allocated based
on the proportion of estimated future economic benefits. Capital expenditure incurred by BT Operate
is allocated to the customer-facing lines of business in line with the proportion of operating cost
recoveries. BT Innovate & Design and BT Operate and the groups centralised functions are not
reportable segments as they do not meet the quantitative thresholds as set out in IFRS 8 for any of
the years presented.
Intra group revenue generated from the sale of regulated products and services is based on
market price. Intra group revenue from the sale of other products and services is agreed between
the relevant lines of business and thus line of business profitability can be impacted by transfer
pricing levels.
In addition to the four customer-facing lines of business, the remaining operations of the
group are aggregated and included within the Other category to reconcile to the consolidated
results of the group. The Other category includes costs associated with the groups centralised
functions including procurement and supply chain, fleet and property management. Provisions for the
settlement of significant legal, commercial and regulatory disputes, which are negotiated at a
group level, are initially recorded in the Other segment. On resolution of the dispute, the full
impact is recognised in the relevant lines of business results, offset in the group results by the
utilisation of the provision previously charged to the Other
segment. Settlements which are particularly significant or cover more than one financial year
may fall within the definition of specific items as detailed on page 87.
Information regarding the results of each reportable segment is provided below. Performance is
measured based on EBITDA before specific items and contract and financial review charges recognised
in BT Global Services in 2009 (defined as adjusted EBITDA), as included in the internal financial
reports reviewed by the Operating Committee. EBITDA is defined as the operating profit or loss
before depreciation, amortisation, net finance expense and taxation. Adjusted EBITDA is considered
to be a useful measure of the operating performance of the lines of business because it reflects
the underlying cash by eliminating depreciation and amortisation and also provides a meaningful
analysis of trading performance by excluding specific items which are significant, one-off or
unusual in nature and have little predictive value. Specific items are detailed in note 5 and are
not allocated to the reportable segments as this reflects how they are reported to the Operating
Committee. Finance expense and income is not allocated to the reportable segments as this activity
is managed by the treasury function which manages the overall net debt position of the group.
Restatements
Comparatives have been restated for the adoption of the amendment to IFRS 2, which has been
dealt with in the Other category and detailed on page 94. Comparatives have also been restated
for the impact of customer account moves between BT Global Services and BT Retail and other
internal trading model changes effective from 1 April 2009 and has had no impact on the total
results of the group.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 101
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information continued
Segment revenue and profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Total segment revenue |
|
|
8,513 |
|
|
|
8,297 |
|
|
|
4,450 |
|
|
|
5,164 |
|
|
|
40 |
|
|
|
26,464 |
|
Internal revenue |
|
|
|
|
|
|
(373 |
) |
|
|
(1,227 |
) |
|
|
(3,953 |
) |
|
|
|
|
|
|
(5,553 |
) |
|
|
Revenue from external customers |
|
|
8,513 |
|
|
|
7,924 |
|
|
|
3,223 |
|
|
|
1,211 |
|
|
|
40 |
|
|
|
20,911 |
|
|
|
Adjusted EBITDAb |
|
|
457 |
|
|
|
1,850 |
|
|
|
1,279 |
|
|
|
1,960 |
|
|
|
93 |
|
|
|
5,639 |
|
Depreciation and amortisation |
|
|
(815 |
) |
|
|
(459 |
) |
|
|
(680 |
) |
|
|
(856 |
) |
|
|
(229 |
) |
|
|
(3,039 |
) |
|
|
Adjusted operating profit (loss)b |
|
|
(358 |
) |
|
|
1,391 |
|
|
|
599 |
|
|
|
1,104 |
|
|
|
(136 |
) |
|
|
2,600 |
|
Specific items (note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(477 |
) |
|
|
(477 |
) |
|
|
Operating (loss) profit |
|
|
(358 |
) |
|
|
1,391 |
|
|
|
599 |
|
|
|
1,104 |
|
|
|
(613 |
) |
|
|
2,123 |
|
|
|
Share of post tax profits of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
Loss on disposal of associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,158 |
) |
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2009a |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Total segment revenue |
|
|
8,628 |
|
|
|
8,663 |
|
|
|
4,658 |
|
|
|
5,231 |
|
|
|
40 |
|
|
|
27,220 |
|
Internal revenue |
|
|
|
|
|
|
(343 |
) |
|
|
(1,228 |
) |
|
|
(4,218 |
) |
|
|
|
|
|
|
(5,789 |
) |
|
|
Adjusted revenue from external customersb |
|
|
8,628 |
|
|
|
8,320 |
|
|
|
3,430 |
|
|
|
1,013 |
|
|
|
40 |
|
|
|
21,431 |
|
Contract and financial review charges |
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
Revenue from external customers |
|
|
8,587 |
|
|
|
8,320 |
|
|
|
3,430 |
|
|
|
1,013 |
|
|
|
40 |
|
|
|
21,390 |
|
|
|
Adjusted EBITDAb |
|
|
261 |
|
|
|
1,664 |
|
|
|
1,277 |
|
|
|
1,996 |
|
|
|
40 |
|
|
|
5,238 |
|
Depreciation and amortisation |
|
|
(776 |
) |
|
|
(426 |
) |
|
|
(686 |
) |
|
|
(778 |
) |
|
|
(224 |
) |
|
|
(2,890 |
) |
|
|
Adjusted operating profit (loss)b |
|
|
(515 |
) |
|
|
1,238 |
|
|
|
591 |
|
|
|
1,218 |
|
|
|
(184 |
) |
|
|
2,348 |
|
Specific items (note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(408 |
) |
|
|
(408 |
) |
Contract and financial review charges |
|
|
(1,639 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,639 |
) |
|
|
Operating (loss) profit |
|
|
(2,154 |
) |
|
|
1,238 |
|
|
|
591 |
|
|
|
1,218 |
|
|
|
(592 |
) |
|
|
301 |
|
|
|
Share of post tax profits of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(620 |
) |
|
|
Loss before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(244 |
) |
|
|
|
|
|
a |
|
Restated. See pages 94 and 101. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2008a |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Total segment revenue |
|
|
7,664 |
|
|
|
8,682 |
|
|
|
4,959 |
|
|
|
5,266 |
|
|
|
28 |
|
|
|
26,599 |
|
Internal revenue |
|
|
|
|
|
|
(265 |
) |
|
|
(1,252 |
) |
|
|
(4,378 |
) |
|
|
|
|
|
|
(5,895 |
) |
|
|
Revenue from external customers |
|
|
7,664 |
|
|
|
8,417 |
|
|
|
3,707 |
|
|
|
888 |
|
|
|
28 |
|
|
|
20,704 |
|
|
|
Adjusted EBITDAb |
|
|
808 |
|
|
|
1,529 |
|
|
|
1,406 |
|
|
|
1,911 |
|
|
|
130 |
|
|
|
5,784 |
|
Depreciation and amortisation |
|
|
(744 |
) |
|
|
(445 |
) |
|
|
(893 |
) |
|
|
(689 |
) |
|
|
(118 |
) |
|
|
(2,889 |
) |
|
|
Adjusted operating profitb |
|
|
64 |
|
|
|
1,084 |
|
|
|
513 |
|
|
|
1,222 |
|
|
|
12 |
|
|
|
2,895 |
|
Specific items (note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(539 |
) |
|
|
(539 |
) |
|
|
Operating profit (loss) |
|
|
64 |
|
|
|
1,084 |
|
|
|
513 |
|
|
|
1,222 |
|
|
|
(527 |
) |
|
|
2,356 |
|
|
|
Share of post tax losses of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
Profit on disposal of associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(378 |
) |
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,976 |
|
|
|
|
|
|
a |
|
Restated. See pages 94 and 101. |
|
b |
|
Adjusted revenue, adjusted EBITDA and adjusted operating profit (loss) are stated
before specific items and BT Global Services contract and financial review charges in 2009 and are
non-GAAP measures provided in addition to the disclosure requirements defined under IFRS. The
rationale for using non-GAAP measures is explained on pages 54 to 56. |
102 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information continued
Capital expenditure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Property, plant and equipment |
|
|
395 |
|
|
|
333 |
|
|
|
230 |
|
|
|
816 |
|
|
|
130 |
|
|
|
1,904 |
|
Intangible assets |
|
|
204 |
|
|
|
84 |
|
|
|
95 |
|
|
|
91 |
|
|
|
155 |
|
|
|
629 |
|
|
|
Capital expenditure |
|
|
599 |
|
|
|
417 |
|
|
|
325 |
|
|
|
907 |
|
|
|
285 |
|
|
|
2,533 |
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2009 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Property, plant and equipment |
|
|
576 |
|
|
|
386 |
|
|
|
310 |
|
|
|
823 |
|
|
|
154 |
|
|
|
2,249 |
|
Intangible assets |
|
|
310 |
|
|
|
85 |
|
|
|
125 |
|
|
|
128 |
|
|
|
191 |
|
|
|
839 |
|
|
|
Capital expenditure |
|
|
886 |
|
|
|
471 |
|
|
|
435 |
|
|
|
951 |
|
|
|
345 |
|
|
|
3,088 |
|
|
|
Revenue
by products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
|
|
|
|
|
|
|
|
|
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Managed solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,581 |
|
|
|
6,390 |
|
|
|
5,293 |
|
Broadband and convergence |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,678 |
|
|
|
2,617 |
|
|
|
2,549 |
|
Calls and lines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,293 |
|
|
|
6,862 |
|
|
|
7,405 |
|
Transit, conveyance, interconnect services, WLR,
global carrier and other wholesale products |
|
|
|
|
|
|
|
|
|
2,957 |
|
|
|
3,244 |
|
|
|
3,327 |
|
Other products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,402 |
|
|
|
2,318 |
|
|
|
2,130 |
|
|
|
Total adjusted revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,911 |
|
|
|
21,431 |
|
|
|
20,704 |
|
|
|
Specific items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52 |
) |
|
|
|
|
|
|
|
|
Contract and financial review charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41 |
) |
|
|
|
|
|
|
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
Geographic information
|
|
The UK is the groups country of domicile and generates the majority of its revenue from external
customers in the UK. The geographic analysis of revenue is on the basis of the country of origin in
which the customer is invoiced.
|
Revenue from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
|
|
|
|
|
|
|
|
|
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
UK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,064 |
|
|
|
16,736 |
|
|
|
17,186 |
|
Europe, Middle East and Africa, excluding the UK |
|
|
|
|
|
|
|
|
|
3,250 |
|
|
|
3,247 |
|
|
|
2,510 |
|
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,235 |
|
|
|
1,119 |
|
|
|
847 |
|
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
310 |
|
|
|
288 |
|
|
|
161 |
|
|
|
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
Non current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£m |
|
|
£m |
|
|
|
UK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,583 |
|
|
|
16,110 |
|
Europe, Middle East and Africa, excluding the UK |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,761 |
|
|
|
3,046 |
|
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
653 |
|
|
|
421 |
|
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62 |
|
|
|
70 |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,059 |
|
|
|
19,647 |
|
|
|
Non current assets other than derivative financial instruments and investments and deferred tax
assets are based on the location of the assets.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 103
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Profits on disposal of property, plant and equipment |
|
|
75 |
|
|
|
52 |
|
|
|
50 |
|
Income from repayment works |
|
|
74 |
|
|
|
72 |
|
|
|
74 |
|
Other operating income |
|
|
229 |
|
|
|
228 |
|
|
|
235 |
|
|
|
Other operating income before specific items |
|
|
378 |
|
|
|
352 |
|
|
|
359 |
|
|
|
Specific items (note 5) |
|
|
2 |
|
|
|
(13 |
) |
|
|
(10 |
) |
|
|
Other operating income |
|
|
380 |
|
|
|
339 |
|
|
|
349 |
|
|
|
3. Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Costs by nature |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
|
|
|
|
|
4,182 |
|
|
|
4,499 |
|
|
|
4,242 |
|
Social security costs |
|
|
|
|
|
|
447 |
|
|
|
432 |
|
|
|
417 |
|
Pension costs |
|
|
29 |
|
|
|
304 |
|
|
|
544 |
|
|
|
626 |
|
Share-based payment expense |
|
|
30 |
|
|
|
71 |
|
|
|
141 |
|
|
|
73 |
|
|
|
Total staff costs |
|
|
|
|
|
|
5,004 |
|
|
|
5,616 |
|
|
|
5,358 |
|
|
|
Own work capitalised |
|
|
|
|
|
|
(575 |
) |
|
|
(673 |
) |
|
|
(724 |
) |
|
|
Net staff costs |
|
|
|
|
|
|
4,429 |
|
|
|
4,943 |
|
|
|
4,634 |
|
Depreciation of property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned assets |
|
|
13 |
|
|
|
2,260 |
|
|
|
2,200 |
|
|
|
2,324 |
|
Held under finance leases |
|
|
13 |
|
|
|
44 |
|
|
|
49 |
|
|
|
86 |
|
Amortisation of intangible assets |
|
|
12 |
|
|
|
735 |
|
|
|
641 |
|
|
|
479 |
|
Payments to telecommunications operators |
|
|
|
|
|
|
4,083 |
|
|
|
4,266 |
|
|
|
4,237 |
|
Other operating costsb |
|
|
|
|
|
|
7,138 |
|
|
|
8,934 |
|
|
|
6,408 |
|
|
|
Total operating costs before specific items |
|
|
|
|
|
|
18,689 |
|
|
|
21,033 |
|
|
|
18,168 |
|
|
|
Specific items |
|
|
5 |
|
|
|
427 |
|
|
|
395 |
|
|
|
529 |
|
|
|
Total operating costs |
|
|
|
|
|
|
19,116 |
|
|
|
21,428 |
|
|
|
18,697 |
|
|
|
Operating costs before specific items include the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract and financial review chargese |
|
|
|
|
|
|
|
|
|
|
1,598 |
|
|
|
|
|
Leaver costsc |
|
|
|
|
|
|
142 |
|
|
|
204 |
|
|
|
127 |
|
Research and development expenditured |
|
|
|
|
|
|
1,177 |
|
|
|
1,021 |
|
|
|
857 |
|
Rental costs relating to operating leases |
|
|
|
|
|
|
451 |
|
|
|
426 |
|
|
|
423 |
|
Foreign currency losses |
|
|
|
|
|
|
7 |
|
|
|
30 |
|
|
|
8 |
|
|
|
|
|
|
a |
|
Restated for the adoption of the amendment to IFRS 2. See page 94. |
|
b |
|
Other operating costs also include a net charge of £1m (2009: £8m credit, 2008: £nil)
relating to fair value movements on derivatives recycled from the cash flow reserve. |
|
c |
|
Leaver costs exclude leaver costs associated with the restructuring of BT Global
Services during 2010 and 2009 and manager leaver costs associated with the groups transformation
and reorganisation activities during 2009 and 2008. These costs have been recorded as a specific
item. Other leaver costs are included within wages and salaries and social security costs. |
|
d |
|
Research and development expenditure includes amortisation of £733m (2009: £431m,
2008: £325m) in respect of internally developed computer software. |
|
e |
|
In 2009, the group recognised contract and financial review charges of £1,639m, of
which £1,598m was recognised within other operating costs and £41m was recognised as a reduction to
revenue. The total charge of £1,639m was allocated against the following assets and liabilities:
intangible assets £241m; non current trade and other receivables £913m; prepayments £52m; accrued
income £41m; provisions £256m; £136m was allocated against a number of other balance sheet
categories and the individual amounts were insignificant. |
104 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
|
Number of employees in the groupa: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK |
|
|
79.8 |
|
|
|
82.9 |
|
|
|
86.5 |
|
|
|
89.5 |
|
|
|
91.3 |
|
|
|
93.0 |
|
Non UK |
|
|
18.0 |
|
|
|
18.8 |
|
|
|
20.5 |
|
|
|
21.1 |
|
|
|
20.6 |
|
|
|
15.5 |
|
|
|
Total employees |
|
|
97.8 |
|
|
|
101.7 |
|
|
|
107.0 |
|
|
|
110.6 |
|
|
|
111.9 |
|
|
|
108.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
b |
|
2008 |
b |
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
|
Number of employees in the groupa: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services |
|
|
24.3 |
|
|
|
26.1 |
|
|
|
28.2 |
|
|
|
28.4 |
|
|
|
29.7 |
|
|
|
26.8 |
|
BT Retail |
|
|
19.4 |
|
|
|
20.2 |
|
|
|
21.2 |
|
|
|
21.9 |
|
|
|
21.9 |
|
|
|
21.5 |
|
BT Wholesale |
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.5 |
|
|
|
2.8 |
|
|
|
3.1 |
|
Openreach |
|
|
30.8 |
|
|
|
31.4 |
|
|
|
32.3 |
|
|
|
33.1 |
|
|
|
33.6 |
|
|
|
33.8 |
|
Other |
|
|
20.9 |
|
|
|
21.6 |
|
|
|
22.9 |
|
|
|
24.7 |
|
|
|
23.9 |
|
|
|
23.3 |
|
|
|
Total employees |
|
|
97.8 |
|
|
|
101.7 |
|
|
|
107.0 |
|
|
|
110.6 |
|
|
|
111.9 |
|
|
|
108.5 |
|
|
|
|
|
|
a |
|
The numbers disclosed include both full and
part-time employees. |
|
b |
|
Restated for the impact of
customer account moves and other internal trading model
changes. See page 101. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 105
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. Specific items
The group separately identifies and discloses significant one off or unusual items (termed
specific items). This is consistent with the way that financial performance is measured by
management and reported to the Board and the Operating Committee and it assists in providing a
meaningful analysis of the trading results of the group. A definition of specific items is provided
on page 87.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory settlementa |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
(Profit) loss on disposal of a businessb |
|
|
(2 |
) |
|
|
13 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services restructuring charges: |
|
|
|
|
|
|
|
|
|
|
|
|
Networks, products and procurement channels rationalisationc |
|
|
142 |
|
|
|
183 |
|
|
|
|
|
People and propertyc |
|
|
132 |
|
|
|
51 |
|
|
|
|
|
Intangible asset impairments and other chargesc |
|
|
27 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
280 |
|
|
|
|
|
Property rationalisation costsd |
|
|
121 |
|
|
|
|
|
|
|
|
|
Costs associated with settlement of open tax yearse |
|
|
5 |
|
|
|
|
|
|
|
|
|
Restructuring costs group transformation and reorganisation activitiesf |
|
|
|
|
|
|
65 |
|
|
|
402 |
|
21CN asset impairment and related chargesg |
|
|
|
|
|
|
50 |
|
|
|
|
|
Creation of Openreach and delivery of the Undertakingsh |
|
|
|
|
|
|
|
|
|
|
53 |
|
Write off of circuit inventory and other working capital balancesi |
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
|
|
|
427 |
|
|
|
395 |
|
|
|
529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on settlement of open tax yearse |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of results of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
Impact of renegotiated supply contracts on associatej |
|
|
(29 |
) |
|
|
|
|
|
|
|
|
Reassessment of carrying value of associatek |
|
|
|
|
|
|
(36 |
) |
|
|
|
|
Loss (profit) on disposal of associates and joint venturesl |
|
|
12 |
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
(17 |
) |
|
|
(36 |
) |
|
|
(9 |
) |
|
|
Net specific items charge before tax |
|
|
449 |
|
|
|
372 |
|
|
|
530 |
|
Tax credit in respect of settlement of open tax yearse |
|
|
(230 |
) |
|
|
|
|
|
|
(40 |
) |
Tax credit on re-measurement of deferred taxm |
|
|
|
|
|
|
|
|
|
|
(154 |
) |
Tax credit on specific items above |
|
|
(112 |
) |
|
|
(43 |
) |
|
|
(149 |
) |
|
|
Net specific items charge after tax |
|
|
107 |
|
|
|
329 |
|
|
|
187 |
|
|
|
|
|
|
a |
|
In 2010 a charge of £52m was recognised reflecting an Ofcom determination in
relation to 2Mb/s partial private circuits. |
|
b |
|
In 2010 a profit of £2m arose on disposal of a business. In 2009 and 2008
respectively, a £13m and £10m loss on disposal arose from exiting businesses. |
|
c |
|
In 2010 and 2009 respectively, the group recognised BT Global Services restructuring
charges of £301m and £280m. The main components of the charges are set out below: |
|
|
|
Networks, products and procurement channels rationalisation charges of £142m (2009: £183m and
2008: £nil). In 2010 this included a payment of £127m made to Tech Mahindra for the renegotiation
of certain supply contracts as part of the rationalisation of
procurement channels. |
|
|
|
People and property charges of £132m (2009: £51m and 2008: £nil) principally comprising leaver
costs and property exit costs. |
|
|
|
Intangible asset impairments and other charges of £27m (2009: £46m and 2008: £nil)
reflecting the costs associated with rationalising the services that are offered to customers and
the brands under which customers are served. |
|
d |
|
In 2010 £121m (2009 and 2008: £nil) of property rationalisation charges were
recognised in relation to the rationalisation of the groups UK property portfolio. The charge
recognised relates to properties which have been vacated and as a result of which, the associated
leases have become onerous. This programme is expected to continue over the next two years.
Including the charge recognised in 2010, the total cost of the rationalisation programme is
expected to be around £300m. |
|
e |
|
In 2010 the group agreed substantially all outstanding tax matters with HMRC relating
to the 2006, 2007 and 2008 tax years. Specific items include a tax credit of £230m, associated
interest of £11m and costs of £5m in connection with reaching the agreement. In 2008 the group
agreed an outstanding tax matter relating to a business disposed of in 2001, the impact of which
was a tax credit of £40m. |
|
f |
|
In 2009 and 2008 respectively, the group incurred costs of £65m and £402m in respect
of the groups transformation and reorganisation activities. The costs mainly comprised leaver
costs, property exit and transformation programme costs. |
|
g |
|
In 2009 a £50m charge was recognised comprising £31m of asset impairments and £19m of
associated costs, following the groups review of its 21CN programme and associated voice strategy
in the light of the move to a customer-led roll out strategy and focus on next generation voice
service developments of fibre-based products. |
|
h |
|
In 2008 a charge of £53m was recognised in relation to further estimated costs to
create Openreach and deliver the Undertakings agreed with Ofcom. |
|
i |
|
In 2008 a charge of £74m was recognised as a result of the completion of a review of
circuit inventory and other working capital balances. |
|
j |
|
In 2010 the group recognised a specific item credit of £29m in connection with the
£127m payment to its associate Tech Mahindra, as described above. |
|
k |
|
In 2009 a credit of £36m was recognised in respect of a reassessment of the value of
the groups share of the net assets of an associate. |
|
l |
|
In 2010 a £12m loss on disposal of an indirect interest in Tech Mahindra was
recognised. In 2008, a £9m profit on the sale of an associate was recognised. |
|
m |
|
In 2008 a tax credit of £154m was recognised for the re-measurement of deferred tax
balances as a result of the change in the UK statutory corporation tax rate from 30% to 28%
effective in 2009. |
106 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Finance expense and finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on listed bonds, debentures and notesa,b |
|
|
806 |
|
|
|
777 |
|
|
|
629 |
|
Interest on finance leasesa |
|
|
18 |
|
|
|
25 |
|
|
|
31 |
|
Interest on other borrowingsa |
|
|
58 |
|
|
|
130 |
|
|
|
159 |
|
Unwinding of discount on provisionsa |
|
|
4 |
|
|
|
3 |
|
|
|
3 |
|
Fair value loss on derivatives not in a designated hedge relationshipe |
|
|
19 |
|
|
|
29 |
|
|
|
41 |
|
Interest on pension scheme liabilities |
|
|
2,211 |
|
|
|
2,308 |
|
|
|
2,028 |
|
|
|
Finance expensec,d |
|
|
3,116 |
|
|
|
3,272 |
|
|
|
2,891 |
|
Less: amounts included in the cost of qualifying assetsf |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Total finance expense |
|
|
3,113 |
|
|
|
3,272 |
|
|
|
2,891 |
|
|
|
|
|
|
a |
|
Calculated using the effective interest rate method unless otherwise stated below. |
|
b |
|
Includes a net charge of £44m (2009: £25m, 2008: £77m) relating to fair value
movements on derivatives recycled from the cash flow reserve. |
|
c |
|
Includes a net credit of £29m (2009: net charge of £39m, 2008: net credit of £6m)
relating to fair value movements arising on hedged items and net charge of £29m (2009: net credit
of £39m, 2008: net charge of £6m) relating to fair value movements arising on derivatives
designated as fair value hedges. |
|
d |
|
Includes a net credit of £451m (2009: net charge of £2,161m, 2008: net charge of
£373m) relating to foreign exchange movements on loans and borrowings and a net charge of £451m
(2009: net credit of £2,161m, 2008: net credit of £373m) relating to fair value movements on
derivatives recycled from the cash flow reserve. The items generating this foreign exchange are in
designated hedge relationships. |
|
e |
|
Includes a loss of £nil (2009: £nil, 2008: £2m) recycled from the cash flow reserve
arising on de-designation of derivatives from a hedge relationship and includes a charge of £9m
arising from the negotiation of swap break dates on certain derivatives. |
|
f |
|
The weighted average capitalisation rate on general borrowings was 7.9% in 2010. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
Other interest and similar income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on available-for-sale investments |
|
|
5 |
|
|
|
14 |
|
|
|
25 |
|
Interest on loans and receivables |
|
|
7 |
|
|
|
17 |
|
|
|
40 |
|
Other interest and similar incomea |
|
|
11 |
|
|
|
|
|
|
|
|
|
Expected return on pension scheme assets |
|
|
1,932 |
|
|
|
2,621 |
|
|
|
2,448 |
|
|
|
Total finance income |
|
|
1,955 |
|
|
|
2,652 |
|
|
|
2,513 |
|
|
|
|
|
|
a |
|
2010 includes £11m relating to interest on settlement of tax matters disclosed as a specific item (see note 5). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Net finance expense before specific items and pensions |
|
|
890 |
|
|
|
933 |
|
|
|
798 |
|
Net interest expense (income) on pensions |
|
|
279 |
|
|
|
(313 |
) |
|
|
(420 |
) |
|
|
Net finance expense before specific items |
|
|
1,169 |
|
|
|
620 |
|
|
|
378 |
|
|
|
Specific items |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
1,158 |
|
|
|
620 |
|
|
|
378 |
|
|
|
7. Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
pence |
|
|
|
|
|
|
pence |
|
|
|
|
|
|
pence |
|
|
|
|
Year ended 31 March |
|
per share |
|
|
£m |
|
|
per share |
|
|
£m |
|
|
per share |
|
|
£m |
|
|
|
Final dividend paid in respect of the prior year |
|
|
1.10 |
|
|
|
85 |
|
|
|
10.40 |
|
|
|
804 |
|
|
|
10.00 |
|
|
|
810 |
|
Interim dividend paid in respect of the current year |
|
|
2.30 |
|
|
|
178 |
|
|
|
5.40 |
|
|
|
418 |
|
|
|
5.40 |
|
|
|
431 |
|
|
|
|
|
|
3.40 |
|
|
|
263 |
|
|
|
15.80 |
|
|
|
1,222 |
|
|
|
15.40 |
|
|
|
1,241 |
|
|
|
The Board recommends that a final dividend in respect of the year ended 31 March 2010 of 4.6p
per share will be paid to shareholders on 6 September 2010, taking the full year proposed dividend
in respect of the 2010 financial year to 6.9p (2009: 6.5p, 2008: 15.8p) which amounts to
approximately £534m (2009: £503m, 2008: £1,236m). This dividend is subject to approval by
shareholders at the Annual General Meeting and therefore the liability of approximately £356m
(2009: £85m) has not been included in these financial statements. The proposed dividend will be
payable to all shareholders on the Register of Members on 13 August 2010.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 107
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Taxation
Analysis of taxation (credit) expense for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
Corporation tax at 28% (2009: 28%, 2008: 30%) |
|
|
161 |
|
|
|
|
|
|
|
214 |
|
Adjustments in respect of prior periods |
|
|
(204 |
) |
|
|
(50 |
) |
|
|
18 |
|
Non UK taxation |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
31 |
|
|
|
48 |
|
|
|
42 |
|
Adjustments in respect of prior periods |
|
|
|
|
|
|
(10 |
) |
|
|
(88 |
) |
|
|
Total current tax (credit) expense |
|
|
(12 |
) |
|
|
(12 |
) |
|
|
186 |
|
|
|
Deferred tax |
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
|
|
53 |
|
|
|
(77 |
) |
|
|
78 |
|
Adjustments in respect of prior periods |
|
|
(63 |
) |
|
|
36 |
|
|
|
(26 |
) |
|
|
Total deferred tax (credit) expense |
|
|
(10 |
) |
|
|
(41 |
) |
|
|
52 |
|
|
|
Total taxation (credit) expense |
|
|
(22 |
) |
|
|
(53 |
) |
|
|
238 |
|
|
|
Factors affecting taxation (credit) expense
The taxation (credit) expense on the profit (loss) for the year differs from the amount
computed by applying the corporation tax rate to the profit (loss) before taxation as a result of
the following factors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
£m |
|
|
% |
|
|
£m |
|
|
% |
|
|
£m |
|
|
% |
|
|
|
Profit (loss) before taxation |
|
|
1,007 |
|
|
|
|
|
|
|
(244 |
) |
|
|
|
|
|
|
1,976 |
|
|
|
|
|
|
|
Notional taxation expense (credit) at UK rate of 28%
(2009: 28%, 2008: 30%) |
|
|
282 |
|
|
|
28.0 |
|
|
|
(68 |
) |
|
|
28.0 |
|
|
|
592 |
|
|
|
30.0 |
|
Effects of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non deductible depreciation and amortisation |
|
|
18 |
|
|
|
1.7 |
|
|
|
27 |
|
|
|
(11.0 |
) |
|
|
23 |
|
|
|
1.1 |
|
Non deductible (taxable) non UK losses (profits) |
|
|
26 |
|
|
|
2.6 |
|
|
|
(24 |
) |
|
|
9.8 |
|
|
|
(7 |
) |
|
|
(0.3 |
) |
Overseas losses utilised |
|
|
(35 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Higher (lower) taxes on non UK profits |
|
|
1 |
|
|
|
0.1 |
|
|
|
(9 |
) |
|
|
3.7 |
|
|
|
7 |
|
|
|
0.3 |
|
Higher (lower) taxes on gain on disposal of non current
investments and group undertakings |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
Other deferred tax assets not recognised |
|
|
17 |
|
|
|
1.6 |
|
|
|
5 |
|
|
|
(2.0 |
) |
|
|
(13 |
) |
|
|
(0.6 |
) |
Associates and joint ventures |
|
|
(11 |
) |
|
|
(1.1 |
) |
|
|
(21 |
) |
|
|
8.6 |
|
|
|
(2 |
) |
|
|
(0.1 |
) |
Adjustments in respect of prior periods |
|
|
(37 |
) |
|
|
(3.7 |
) |
|
|
(24 |
) |
|
|
9.8 |
|
|
|
(56 |
) |
|
|
(2.8 |
) |
Tax credit settlement of open tax years |
|
|
(230 |
) |
|
|
(22.9 |
) |
|
|
|
|
|
|
|
|
|
|
(40 |
) |
|
|
(2.0 |
) |
Re-measurements of deferred tax balances at 28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154 |
) |
|
|
(7.8 |
) |
Adoption of the amendment to IFRS 2 |
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
(12.3 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
(53 |
) |
|
|
(5.1 |
) |
|
|
27 |
|
|
|
(11.1 |
) |
|
|
(112 |
) |
|
|
(5.8 |
) |
|
|
Total taxation (credit) expense and effective tax rate |
|
|
(22 |
) |
|
|
(2.2 |
) |
|
|
(53 |
) |
|
|
21.9 |
|
|
|
238 |
|
|
|
12.0 |
|
Specific items |
|
|
342 |
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
343 |
|
|
|
|
|
|
|
Total taxation (credit) expense before specific items
and effective rate on profit before specific items |
|
|
320 |
|
|
|
22.0 |
|
|
|
(10 |
) |
|
|
(7.8 |
) |
|
|
581 |
|
|
|
23.2 |
|
|
|
108 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Taxation continued
Tax components of other comprehensive income
The tax credit (expense) relating to components of other comprehensive income is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
Before |
|
|
credit |
|
|
After |
|
|
Before |
|
|
credit |
|
|
After |
|
|
Before |
|
|
credit |
|
|
After |
|
Year ended 31 March |
|
tax |
|
|
(expense) |
|
|
tax |
|
|
tax |
|
|
(expense) |
|
|
tax |
|
|
tax |
|
|
(expense) |
|
|
tax |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Actuarial (losses) gains relating to retirement
benefit obligations |
|
|
(4,324 |
) |
|
|
1,211 |
|
|
|
(3,113 |
) |
|
|
(7,037 |
) |
|
|
1,959 |
|
|
|
(5,078 |
) |
|
|
2,621 |
|
|
|
(804 |
) |
|
|
1,817 |
|
Exchange differences on translation of
foreign operations |
|
|
(119 |
) |
|
|
(20 |
) |
|
|
(139 |
) |
|
|
692 |
|
|
|
64 |
|
|
|
756 |
|
|
|
213 |
|
|
|
1 |
|
|
|
214 |
|
Fair value movements on available-for-sale assets |
|
|
7 |
|
|
|
|
|
|
|
7 |
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value movements on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fair value gains (losses) |
|
|
(1,067 |
) |
|
|
297 |
|
|
|
(770 |
) |
|
|
2,719 |
|
|
|
(766 |
) |
|
|
1,953 |
|
|
|
446 |
|
|
|
(108 |
) |
|
|
338 |
|
reclassified and reported in net (loss) profit |
|
|
496 |
|
|
|
(139 |
) |
|
|
357 |
|
|
|
(2,144 |
) |
|
|
600 |
|
|
|
(1,544 |
) |
|
|
(294 |
) |
|
|
82 |
|
|
|
(212 |
) |
reclassified and reported in non current assets |
|
|
(4 |
) |
|
|
1 |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
|
2 |
|
|
|
(3 |
) |
|
|
11 |
|
|
|
(3 |
) |
|
|
8 |
|
|
|
|
|
|
(5,011 |
) |
|
|
1,350 |
|
|
|
(3,661 |
) |
|
|
(5,770 |
) |
|
|
1,859 |
|
|
|
(3,911 |
) |
|
|
2,997 |
|
|
|
(832 |
) |
|
|
2,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax (expense) credit |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Deferred tax credit (expense) |
|
|
|
|
|
|
1,352 |
|
|
|
|
|
|
|
|
|
|
|
1,859 |
|
|
|
|
|
|
|
|
|
|
|
(834 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,350 |
|
|
|
|
|
|
|
|
|
|
|
1,859 |
|
|
|
|
|
|
|
|
|
|
|
(832 |
) |
|
|
|
|
|
|
Tax on items recognised directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Current tax credit relating to share-based payments |
|
|
|
|
|
|
|
|
|
|
17 |
|
Deferred tax credit (expense) relating to share-based payments |
|
|
19 |
|
|
|
(12 |
) |
|
|
(62 |
) |
|
|
Total taxation credit (expense) on items recognised directly in equity |
|
|
19 |
|
|
|
(12 |
) |
|
|
(45 |
) |
|
|
9. Earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to
equity shareholders by the weighted average number of shares in issue after deducting the groups
shares held by employee share ownership trusts and treasury shares.
In calculating the diluted earnings (loss) per share, share options outstanding and other
potential ordinary shares have been taken into account where the impact of these is dilutive.
Options over 138m shares (2009: 158m shares, 2008: 58m shares) were excluded from the calculation
of the total diluted number of shares as the impact of these is antidilutive.
The weighted average number of shares in the years was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
millions of |
|
|
millions of |
|
|
millions of |
|
Year ended 31 March |
|
shares |
|
|
shares |
|
|
shares |
|
|
|
Basic |
|
|
7,740 |
|
|
|
7,724 |
|
|
|
8,066 |
|
Dilutive ordinary shares from share options |
|
|
174 |
|
|
|
5 |
|
|
|
106 |
|
Dilutive ordinary shares held in trust |
|
|
74 |
|
|
|
42 |
|
|
|
51 |
|
|
|
Diluted |
|
|
7,988 |
|
|
|
7,771 |
|
|
|
8,223 |
|
|
|
Profit (loss) attributable to equity shareholders of the parent (£m) |
|
|
1,028 |
|
|
|
(193 |
) |
|
|
1,737 |
|
|
|
Basic earnings (loss) per share (p) |
|
|
13.3p |
|
|
|
(2.5)p |
|
|
|
21.5p |
|
Diluted earnings (loss) per share (p) |
|
|
12.9p |
|
|
|
(2.5)p |
|
|
|
21.1p |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 109
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. Earnings (loss) per share continued
Adjusted basic and diluted earnings (loss) per share, and the per share impact of the adjustments,
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
pence |
|
|
|
|
|
|
pence |
|
|
|
|
|
|
pence |
|
|
|
|
Year ended 31 March |
|
per share |
|
|
£m |
|
|
per share |
|
|
£m |
|
|
per share |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share/profit (loss)b |
|
|
13.3 |
|
|
|
1,028 |
|
|
|
(2.5 |
) |
|
|
(193 |
) |
|
|
21.5 |
|
|
|
1,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net specific items charge after tax |
|
|
1.4 |
|
|
|
107 |
|
|
|
4.3 |
|
|
|
329 |
|
|
|
2.4 |
|
|
|
187 |
|
Net pension interest expense (income) after tax |
|
|
2.6 |
|
|
|
201 |
|
|
|
(3.0 |
) |
|
|
(225 |
) |
|
|
(3.7 |
) |
|
|
(294 |
) |
BT Global Services contract and financial review
charges after tax |
|
|
|
|
|
|
|
|
|
|
15.3 |
|
|
|
1,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic earnings (loss)per share/profit (loss)
attributable to adjustmentsb |
|
|
4.0 |
|
|
|
308 |
|
|
|
16.6 |
|
|
|
1,282 |
|
|
|
(1.3 |
) |
|
|
(107 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per share/profitb |
|
|
17.3 |
|
|
|
1,336 |
|
|
|
14.1 |
|
|
|
1,089 |
|
|
|
20.2 |
|
|
|
1,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share/profit (loss)b |
|
|
12.9 |
|
|
|
1,028 |
|
|
|
(2.5 |
) |
|
|
(193 |
) |
|
|
21.1 |
|
|
|
1,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings (loss) per share/profit
(loss)attributable to adjustmentsb |
|
|
3.9 |
|
|
|
308 |
|
|
|
16.5 |
|
|
|
1,282 |
|
|
|
(1.3 |
) |
|
|
(107 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share/profitb |
|
|
16.8 |
|
|
|
1,336 |
|
|
|
14.0 |
|
|
|
1,089 |
|
|
|
19.8 |
|
|
|
1,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Restated. See page 94. |
|
b |
|
The stated profit (loss) amounts
are the component of the total profit (loss) which is attributable to equity
shareholders excluding minority interests. |
10. Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
197 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
|
|
|
|
|
|
Listed |
|
|
|
|
|
|
7 |
|
Loans and receivables |
|
|
|
|
|
|
|
|
UK deposits |
|
|
1,211 |
|
|
|
711 |
|
European deposits |
|
|
7 |
|
|
|
5 |
|
US deposits |
|
|
37 |
|
|
|
15 |
|
|
|
|
|
|
|
|
Total cash equivalents |
|
|
1,255 |
|
|
|
738 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
1,452 |
|
|
|
1,300 |
|
Bank overdrafts |
|
|
(8 |
) |
|
|
(185 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents per the cash flow statement |
|
|
1,444 |
|
|
|
1,115 |
|
|
|
|
|
|
|
|
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 2010 were balances of £nil
(2009: £160m) which had a legally enforceable right of set off against cash balances of £nil (2009:
£96m).
The groups cash at bank included restricted cash of £54m (2009: £52m), of which £29m (2009:
£27m) were held in countries in which prior approval is required to transfer funds abroad. Such
liquid funds are at the groups disposition within a reasonable period of time if it complies with
these requirements. The remaining balance of £25m (2009: £25m) were held in escrow accounts.
110 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. Cash and cash equivalents continued
The credit rating of counterparties with which cash equivalents were held is detailed in the table
below.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Moodys/S&P credit ratinga |
|
|
|
|
|
|
|
|
Aaa/AAA |
|
|
100 |
|
|
|
90 |
|
Aa2/AA |
|
|
609 |
|
|
|
124 |
|
Aa3/AA |
|
|
202 |
|
|
|
271 |
|
A1/A+ |
|
|
341 |
|
|
|
251 |
|
A2/A |
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Total cash equivalents |
|
|
1,255 |
|
|
|
738 |
|
|
|
|
|
|
|
|
|
|
|
a |
|
Cash equivalent balances with counterparties have been classified at the lower of
their Moodys and S&P rating. |
Cash and cash equivalents are primarily fixed rate financial assets held for periods ranging from
one day to three months.
11. 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 undiscounted
cash flows due to arise on maturity of financial instruments and removes the adjustments made for
the re-measurement of hedged risks under fair value hedges and accrued interest applied to reflect
the effective interest method as required by IAS 39. In addition, the gross balances are adjusted
to take account of netting arrangements amounting to £nil (2009: £160m). Net debt is a non-GAAP
measure since it is not defined in accordance with IFRS, but it is a key indicator used by
management in order to assess operational performance and balance sheet strength.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Analysis of net debt |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Loans and other borrowings (current and non current) |
|
|
12,791 |
|
|
|
13,907 |
|
Less: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
(1,452 |
) |
|
|
(1,300 |
) |
Current asset investments |
|
|
(406 |
) |
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
10,933 |
|
|
|
12,444 |
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
To retranslate currency denominated balances at swapped rates where hedged |
|
|
(1,326 |
) |
|
|
(1,766 |
) |
To remove fair value adjustments and accrued interest applied to reflect the
effective interest method |
|
|
(324 |
) |
|
|
(317 |
) |
|
|
|
|
|
|
|
Net debt at 31 March |
|
|
9,283 |
|
|
|
10,361 |
|
|
|
|
|
|
|
|
After allocating the element of the adjustments which impacts loans and other borrowings, as
defined above, gross debt at 31 March 2010 was £11,139m (2009: £11,663m).
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Reconciliation of movement in net debt |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
At 1 April |
|
|
10,361 |
|
|
|
9,460 |
|
(Decrease) increase in net debt resulting from cash flows |
|
|
(1,079 |
) |
|
|
921 |
|
Net debt assumed or issued on acquisitions |
|
|
|
|
|
|
(2 |
) |
Currency movements |
|
|
|
|
|
|
(36 |
) |
Other non cash movements |
|
|
1 |
|
|
|
18 |
|
|
|
|
|
|
|
|
At 31 March |
|
|
9,283 |
|
|
|
10,361 |
|
|
|
|
|
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 111
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brands, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication |
|
|
customer |
|
|
Internally |
|
|
|
|
|
|
|
|
|
|
|
|
|
licences and |
|
|
relationships |
|
|
developed |
|
|
Computer |
|
|
|
|
|
|
Goodwill |
|
|
other |
|
|
and technology |
|
|
software |
|
|
software |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
1,088 |
|
|
|
266 |
|
|
|
248 |
|
|
|
1,896 |
|
|
|
1,281 |
|
|
|
4,779 |
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712 |
|
|
|
127 |
|
|
|
839 |
|
Acquisitions through business combinations |
|
|
131 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
177 |
|
Disposals and adjustments |
|
|
1 |
|
|
|
(3 |
) |
|
|
20 |
|
|
|
(225 |
) |
|
|
(12 |
) |
|
|
(219 |
) |
Impairmentsa |
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
(48 |
) |
|
|
(261 |
) |
|
|
(335 |
) |
Exchange differences |
|
|
269 |
|
|
|
44 |
|
|
|
88 |
|
|
|
13 |
|
|
|
69 |
|
|
|
483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
1,489 |
|
|
|
307 |
|
|
|
376 |
|
|
|
2,348 |
|
|
|
1,204 |
|
|
|
5,724 |
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585 |
|
|
|
44 |
|
|
|
629 |
|
Acquisitions through business combinationsc |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Interest on qualifying assetsb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Disposals and adjustments |
|
|
(2 |
) |
|
|
(6 |
) |
|
|
(3 |
) |
|
|
(362 |
) |
|
|
9 |
|
|
|
(364 |
) |
Exchange differences |
|
|
(56 |
) |
|
|
(11 |
) |
|
|
(16 |
) |
|
|
(5 |
) |
|
|
(16 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,432 |
|
|
|
290 |
|
|
|
357 |
|
|
|
2,568 |
|
|
|
1,241 |
|
|
|
5,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
|
|
|
|
121 |
|
|
|
67 |
|
|
|
520 |
|
|
|
716 |
|
|
|
1,424 |
|
Charge for the year |
|
|
|
|
|
|
14 |
|
|
|
62 |
|
|
|
433 |
|
|
|
132 |
|
|
|
641 |
|
Disposals and adjustments |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(225 |
) |
|
|
(9 |
) |
|
|
(235 |
) |
Exchange differences |
|
|
|
|
|
|
22 |
|
|
|
24 |
|
|
|
11 |
|
|
|
49 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
|
|
|
|
156 |
|
|
|
153 |
|
|
|
739 |
|
|
|
888 |
|
|
|
1,936 |
|
Charge for the year |
|
|
|
|
|
|
15 |
|
|
|
54 |
|
|
|
559 |
|
|
|
107 |
|
|
|
735 |
|
Disposals and adjustments |
|
|
|
|
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(366 |
) |
|
|
(53 |
) |
|
|
(424 |
) |
Exchange differences |
|
|
|
|
|
|
(5 |
) |
|
|
(9 |
) |
|
|
(5 |
) |
|
|
(12 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
|
|
|
|
162 |
|
|
|
197 |
|
|
|
927 |
|
|
|
930 |
|
|
|
2,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,432 |
|
|
|
128 |
|
|
|
160 |
|
|
|
1,641 |
|
|
|
311 |
|
|
|
3,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2009 |
|
|
1,489 |
|
|
|
151 |
|
|
|
223 |
|
|
|
1,609 |
|
|
|
316 |
|
|
|
3,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Impairment charges of £335m were recognised in 2009, comprising BT Global Services
restructuring charges of £81m, BT Global Services contract and financial review charges of £241m
(see note 3) and £13m in relation to the review of the 21CN programme and associated voice
strategy. All impairment losses were recognised in the income statement. The recoverable amount of
the impaired assets was equal to their value in use. |
|
b |
|
Additions to internally generated
software in 2010 includes interest capitalised at a weighted average borrowing rate of 7.9%. |
|
c |
|
Additional earnout payment in respect of investment in BT Leasing Limited. |
Goodwill impairment review
The group performs an annual goodwill impairment review, based on its cash generating units (CGUs).
The CGUs that have associated goodwill are BT Global Services and the following business units
within BT Retail: BT Consumer, BT Business, BT Ireland and BT Enterprises. These are the smallest
identifiable groups of assets that generate cash inflows that are largely independent of the cash
inflows from other groups of assets, and to which goodwill is allocated. Goodwill is allocated to
the groups CGUs as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
BT Retail |
|
|
|
|
|
|
Services |
|
|
BT Consumer |
|
|
BT Business |
|
|
BT Ireland |
|
|
BT Enterprises |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
936 |
|
|
|
47 |
|
|
|
34 |
|
|
|
16 |
|
|
|
55 |
|
|
|
1,088 |
|
Acquisitions through business combinations |
|
|
37 |
|
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
74 |
|
|
|
131 |
|
Disposals, adjustments and reclassifications |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Exchange differences |
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
1,226 |
|
|
|
57 |
|
|
|
44 |
|
|
|
16 |
|
|
|
146 |
|
|
|
1,489 |
|
Acquisitions through business combinations |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Disposals, adjustments and reclassifications |
|
|
(3 |
) |
|
|
8 |
|
|
|
17 |
|
|
|
5 |
|
|
|
(29 |
) |
|
|
(2 |
) |
Exchange differences |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,172 |
|
|
|
65 |
|
|
|
61 |
|
|
|
21 |
|
|
|
113 |
|
|
|
1,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. Intangible assets continued
The key assumptions used in performing value in use calculations in 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
BT Retail |
|
|
|
Services |
|
|
BT Consumer |
|
|
BT Business |
|
|
BT Ireland |
|
|
BT Enterprises |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
10.8% |
|
|
|
10.8% |
|
|
|
10.8% |
|
|
|
10.8% |
|
|
|
10.8% |
|
Perpetuity growth rate |
|
|
2.5% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The key assumptions used in performing the value in use calculations in 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
BT Retail |
|
|
|
Services |
|
|
BT Consumer |
|
|
BT Business |
|
|
BT Ireland |
|
|
BT Enterprises |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
11.1% |
|
|
|
11.1% |
|
|
|
11.1% |
|
|
|
11.1% |
|
|
|
11.1% |
|
Perpetuity growth rate |
|
|
2.5% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoverable amount
The value in use of each CGU is determined using cash flow projections derived from financial plans
approved by the Board covering a three year period and a further two years approved by the line of
business and group senior management team. They reflect managements expectations of revenue,
EBITDA margins, capital expenditure, working capital and operating cash flows, based on past
experience and future expectations of business performance. Cash flows are also adjusted downwards
to reflect the different risk attributes of each CGU. Cash flows beyond the five year period have
been extrapolated using perpetuity growth rates.
Discount rate
The pre-tax discount rates applied to the cash flow forecasts are derived from the groups post-tax
weighted average cost of capital. The assumptions used in the calculation of the groups weighted
average cost of capital are benchmarked to externally available data.
Growth rates
The perpetuity growth rates are determined based on the long-term historical growth rates of the
regions in which the CGU operates, and they reflect an assessment of the long-term growth prospects
of the sector in which the CGU operates. The growth rates have been benchmarked against external
data for the relevant markets. None of the growth rates applied exceed the long-term historical
average growth rates for those markets or sectors.
Sensitivities
For the BT Retail CGUs, significant headroom exists in each CGU and, based on the sensitivity
analysis performed, no reasonably possible changes in the assumptions would cause the carrying
amount of the CGUs to exceed their recoverable amount.
For BT Global Services, the value in use exceeds the carrying value of the CGU by
approximately £725m. The following changes in assumptions would cause the recoverable amount to
fall below the carrying value:
4 |
|
a reduction in the perpetuity growth rate from the 2.5% assumption applied to a revised
assumption of 0.5% or less |
4 |
|
an increase in the discount rate from the 10.8% assumption applied to a revised assumption
of 12.2% or more |
4 |
|
a reduction in the projected operating cash flows across five years by 15% or more. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 113
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network |
|
|
|
|
|
|
Assets in |
|
|
|
|
|
|
Land and |
|
|
infrastructure |
|
|
|
|
|
|
course of |
|
|
|
|
|
|
buildings |
a,b |
|
equipment |
b |
|
Other |
c |
|
construction |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
1,209 |
|
|
|
39,117 |
|
|
|
2,194 |
|
|
|
1,240 |
|
|
|
43,760 |
|
Additions |
|
|
8 |
|
|
|
238 |
|
|
|
187 |
|
|
|
1,813 |
|
|
|
2,246 |
|
Acquisition through business combinations |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Transfers |
|
|
16 |
|
|
|
2,045 |
|
|
|
19 |
|
|
|
(2,080 |
) |
|
|
|
|
Disposals and adjustments |
|
|
3 |
|
|
|
(373 |
) |
|
|
(169 |
) |
|
|
(71 |
) |
|
|
(610 |
) |
Impairmentsd |
|
|
|
|
|
|
(121 |
) |
|
|
(8 |
) |
|
|
(18 |
) |
|
|
(147 |
) |
Exchange differences |
|
|
58 |
|
|
|
652 |
|
|
|
149 |
|
|
|
26 |
|
|
|
885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
1,294 |
|
|
|
41,558 |
|
|
|
2,374 |
|
|
|
910 |
|
|
|
46,136 |
|
Additions |
|
|
22 |
|
|
|
254 |
|
|
|
144 |
|
|
|
1,441 |
|
|
|
1,861 |
|
Interest on qualifying assetse |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Transfers |
|
|
5 |
|
|
|
1,520 |
|
|
|
1 |
|
|
|
(1,526 |
) |
|
|
|
|
Disposals and adjustments |
|
|
71 |
|
|
|
(1,121 |
) |
|
|
(346 |
) |
|
|
(14 |
) |
|
|
(1,410 |
) |
Exchange differences |
|
|
(13 |
) |
|
|
(131 |
) |
|
|
(22 |
) |
|
|
(5 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,379 |
|
|
|
42,080 |
|
|
|
2,151 |
|
|
|
807 |
|
|
|
46,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
500 |
|
|
|
26,404 |
|
|
|
1,574 |
|
|
|
|
|
|
|
28,478 |
|
Charge for the year |
|
|
56 |
|
|
|
1,928 |
|
|
|
265 |
|
|
|
|
|
|
|
2,249 |
|
Disposals and adjustments |
|
|
4 |
|
|
|
(395 |
) |
|
|
(209 |
) |
|
|
|
|
|
|
(600 |
) |
Exchange differences |
|
|
30 |
|
|
|
476 |
|
|
|
126 |
|
|
|
|
|
|
|
632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
590 |
|
|
|
28,413 |
|
|
|
1,756 |
|
|
|
|
|
|
|
30,759 |
|
Charge for the year |
|
|
70 |
|
|
|
2,015 |
|
|
|
219 |
|
|
|
|
|
|
|
2,304 |
|
Disposals and adjustments |
|
|
72 |
|
|
|
(1,124 |
) |
|
|
(255 |
) |
|
|
|
|
|
|
(1,307 |
) |
Exchange differences |
|
|
(7 |
) |
|
|
(103 |
) |
|
|
(14 |
) |
|
|
|
|
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
725 |
|
|
|
29,201 |
|
|
|
1,706 |
|
|
|
|
|
|
|
31,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
654 |
|
|
|
12,879 |
|
|
|
445 |
|
|
|
807 |
|
|
|
14,785 |
|
Engineering stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at 31 March 2010 |
|
|
654 |
|
|
|
12,879 |
|
|
|
445 |
|
|
|
878 |
|
|
|
14,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2009 |
|
|
704 |
|
|
|
13,145 |
|
|
|
618 |
|
|
|
910 |
|
|
|
15,377 |
|
Engineering stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at 31 March 2009 |
|
|
704 |
|
|
|
13,145 |
|
|
|
618 |
|
|
|
938 |
|
|
|
15,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
a The carrying amount of land and buildings, including leasehold improvements, comprised: |
|
|
|
|
|
|
|
|
Freehold |
|
|
431 |
|
|
|
451 |
|
Long leases (over 50 years unexpired) |
|
|
33 |
|
|
|
30 |
|
Short leases |
|
|
190 |
|
|
|
223 |
|
|
|
|
|
|
|
|
Total land and buildings |
|
|
654 |
|
|
|
704 |
|
|
|
|
|
|
|
|
|
|
|
b |
|
The carrying amount of the groups property, plant and equipment includes an amount of
£183m (2009: £216m) in respect of assets held under finance leases, comprising land and buildings
of £74m (2009: £76m) and network infrastructure and equipment of £109m (2009: £140m). The
depreciation charge on those assets for 2010 was £44m (2009: £49m), comprising land and buildings
of £3m (2009: £3m) and network infrastructure and equipment of £41m (2009: £46m). |
|
c |
|
Other mainly comprises motor vehicles and computers. |
|
d |
|
Impairment charges of £147m were recognised in 2009, comprising BT Global Services
restructuring charges of £129m and £18m in relation to the review of the 21CN programme and
associated voice strategy. All impairment losses were recognised in the income statement. The
recoverable amount of the impaired assets was equal to their value in use. |
|
e |
|
Additions to assets in the course of construction in 2010 includes interest
capitalised at a weighted average borrowing rate of 7.9%. |
114 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. Property, plant and equipment continued
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment comprised: |
|
|
|
|
|
|
|
|
Land and buildings |
|
|
29 |
|
|
|
23 |
|
Network infrastructure and equipment |
|
|
|
|
|
|
|
|
Transmission equipment |
|
|
902 |
|
|
|
1,067 |
|
Exchange equipment |
|
|
29 |
|
|
|
44 |
|
Other network equipment |
|
|
753 |
|
|
|
899 |
|
Other |
|
|
|
|
|
|
|
|
Computers and office equipment |
|
|
115 |
|
|
|
140 |
|
Motor vehicles and other |
|
|
33 |
|
|
|
73 |
|
|
|
|
|
|
|
|
Total additions to property, plant and equipment |
|
|
1,861 |
|
|
|
2,246 |
|
Increase in engineering stores |
|
|
43 |
|
|
|
3 |
|
|
|
|
|
|
|
|
Total additions |
|
|
1,904 |
|
|
|
2,249 |
|
|
|
|
|
|
|
|
14. Investments
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Non current assets |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
32 |
|
|
|
23 |
|
Loans and receivables |
|
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
258 |
|
|
|
153 |
|
Loans and receivables |
|
|
148 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
406 |
|
|
|
163 |
|
|
|
|
|
|
|
|
The credit rating of counterparties with which current asset investments were held is detailed in
the table below.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Moodys/S&P credit ratinga |
|
|
|
|
|
|
|
|
Aaa/AAA |
|
|
258 |
|
|
|
153 |
|
Aa3/AA- |
|
|
35 |
|
|
|
|
|
A1/A+ |
|
|
105 |
|
|
|
10 |
|
A2/A |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current asset investments |
|
|
406 |
|
|
|
163 |
|
|
|
|
|
|
|
|
|
|
|
a |
|
Current asset investment balances with counterparties have been classified at the
lower of their Moodys and S&P rating. |
The majority of current asset investments are held for periods ranging from one day to one year.
Available-for-sale
Available-for-sale current assets consist of floating rate liquidity fund deposits denominated in
Sterling of £185m (2009: £97m), Euros of £56m (2009: £43m) and US Dollars of £17m (2009: £13m)
which are immediately accessible to the group to manage liquidity.
Loans and receivables
Loans and receivables mainly consist of term deposits denominated in Sterling with a fixed interest
rate.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 115
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current assets |
|
|
49 |
|
|
|
7 |
|
|
|
56 |
|
|
|
41 |
|
|
|
7 |
|
|
|
48 |
|
Current assets |
|
|
278 |
|
|
|
4 |
|
|
|
282 |
|
|
|
168 |
|
|
|
4 |
|
|
|
172 |
|
Current liabilities |
|
|
(77 |
) |
|
|
(2 |
) |
|
|
(79 |
) |
|
|
(86 |
) |
|
|
(2 |
) |
|
|
(88 |
) |
Non current liabilities |
|
|
(64 |
) |
|
|
|
|
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of net assets at 31 March |
|
|
186 |
|
|
|
9 |
|
|
|
195 |
|
|
|
123 |
|
|
|
9 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
298 |
|
|
|
14 |
|
|
|
312 |
|
|
|
308 |
|
|
|
15 |
|
|
|
323 |
|
Expenses |
|
|
(266 |
) |
|
|
(14 |
) |
|
|
(280 |
) |
|
|
(262 |
) |
|
|
(15 |
) |
|
|
(277 |
) |
Taxation |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of post tax results before specific items |
|
|
25 |
|
|
|
|
|
|
|
25 |
|
|
|
39 |
|
|
|
|
|
|
|
39 |
|
Specific items (note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
impact of renegotiated supply contracts on associate |
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
reassessment of carrying value of associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of post tax results |
|
|
54 |
|
|
|
|
|
|
|
54 |
|
|
|
75 |
|
|
|
|
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
79 |
|
|
|
6 |
|
|
|
85 |
|
Share of post tax profit |
|
|
75 |
|
|
|
|
|
|
|
75 |
|
Dividends received |
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
Exchange differences and other |
|
|
(25 |
) |
|
|
3 |
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
123 |
|
|
|
9 |
|
|
|
132 |
|
Share of post tax profit |
|
|
54 |
|
|
|
|
|
|
|
54 |
|
Additions |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Disposals (note 5) |
|
|
(12 |
) |
|
|
|
|
|
|
(12 |
) |
Dividends received |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Exchange differences and other |
|
|
21 |
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
186 |
|
|
|
9 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 the fair value of the groups investments in associates and joint ventures for
which published price quotations are available was £473m (2009: £153m). Details of the groups
principal associate at 31 March 2010 are set out on page 149.
16. Inventories
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Consumables |
|
|
30 |
|
|
|
23 |
|
Work in progress |
|
|
43 |
|
|
|
57 |
|
Finished goods |
|
|
34 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
121 |
|
|
|
|
|
|
|
|
116 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
1,937 |
|
|
|
1,966 |
|
Prepayments |
|
|
549 |
|
|
|
825 |
|
Accrued income |
|
|
1,010 |
|
|
|
1,135 |
|
Other receivables |
|
|
200 |
|
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
3,696 |
|
|
|
4,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Non current |
|
|
|
|
|
|
|
|
Other assetsa |
|
|
336 |
|
|
|
322 |
|
|
|
|
|
|
|
|
|
|
|
a |
|
Other assets mainly represents costs relating to the initial set up, transition or
transformation phase of long-term networked IT services contracts. At 31 March 2010 the balance was
£294m (2009: £322m). Other assets also include prepayments of £42m (2009: £nil). |
Trade receivables are stated after deducting allowances for doubtful debts, as follows:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
At 1 April |
|
|
246 |
|
|
|
209 |
|
Expense recognised in the income statement |
|
|
155 |
|
|
|
151 |
|
Utilised in the year |
|
|
(183 |
) |
|
|
(139 |
) |
Acquisitions |
|
|
|
|
|
|
4 |
|
Exchange differences |
|
|
1 |
|
|
|
21 |
|
|
|
|
|
|
|
|
At 31 March |
|
|
219 |
|
|
|
246 |
|
|
|
|
|
|
|
|
Trade receivables are continuously monitored and allowances applied against trade receivables
consist of both specific impairments and collective impairments based on the groups historical
loss experiences for the relevant aged category and taking into account general economic
conditions. Historical loss experience allowances are calculated by line of business in order to
reflect the specific nature of the customers relevant to that line of business.
Trade receivables are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past due and not specifically impaired: |
|
|
|
|
|
|
|
|
|
|
Trade |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
specifically |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
impaired net |
|
|
Between 0 |
|
|
Between 3 |
|
|
Between 6 |
|
|
Over 12 |
|
|
|
|
|
|
Not past due |
|
|
of provision |
|
|
and 3 months |
|
|
and 6 months |
|
|
and 12 months |
|
|
months |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
1,257 |
|
|
|
51 |
|
|
|
426 |
|
|
|
98 |
|
|
|
60 |
|
|
|
45 |
|
|
|
1,937 |
|
2009 |
|
|
1,263 |
|
|
|
1 |
|
|
|
474 |
|
|
|
90 |
|
|
|
65 |
|
|
|
73 |
|
|
|
1,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross trade receivables which have been specifically impaired amounted to £230m (2009: £30m).
BT GROUP PLC ANNUAL REPORT & FORM 20-F 117
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. Trade and other receivables continued
Trade receivables not past due and accrued income are analysed below by line of business. The
nature of customers associated with each line of business is disclosed in note 1.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
BT Global Services |
|
|
867 |
|
|
|
878 |
|
BT Retail |
|
|
228 |
|
|
|
308 |
|
BT Wholesale |
|
|
127 |
|
|
|
64 |
|
Openreach |
|
|
27 |
|
|
|
3 |
|
Other |
|
|
8 |
|
|
|
10 |
|
|
|
|
|
|
|
|
Total trade receivables not past due |
|
|
1,257 |
|
|
|
1,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
BT Global Services |
|
|
633 |
|
|
|
635 |
|
BT Retail |
|
|
148 |
|
|
|
274 |
|
BT Wholesale |
|
|
182 |
|
|
|
195 |
|
Openreach |
|
|
44 |
|
|
|
26 |
|
Other |
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
|
Total accrued income |
|
|
1,010 |
|
|
|
1,135 |
|
|
|
|
|
|
|
|
Given the broad and varied nature of the groups customer base, the analysis of trade receivables
not past due and accrued income by line of business is considered the most appropriate disclosure
of credit concentrations. Cash collateral held against trade and other receivables amounted to £25m
(2009: £23m).
118 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. Loans and other borrowings
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Sterling 6.375% bonds June 2037b |
|
|
521 |
|
|
|
521 |
|
US Dollar 9.625% (2009: 9.125%) notes December 2030 (minimum 8.625%a)b |
|
|
1,811 |
|
|
|
1,914 |
|
Sterling 5.75% bonds December 2028c |
|
|
602 |
|
|
|
608 |
|
Sterling 3.5% indexed linked notes April 2025 |
|
|
325 |
|
|
|
330 |
|
Sterling 8.625% bonds March 2020 |
|
|
298 |
|
|
|
298 |
|
US Dollar 5.95% bonds January 2018b |
|
|
734 |
|
|
|
777 |
|
Sterling 6.625% bonds June 2017b |
|
|
525 |
|
|
|
524 |
|
Sterling 8.5% (2009: 8.0%) notes December 2016 (minimum 7.5%a) |
|
|
715 |
|
|
|
713 |
|
Euro 6.5% bonds July 2015b |
|
|
935 |
|
|
|
973 |
|
Euro 6.125% bonds July 2014b,f |
|
|
561 |
|
|
|
|
|
Euro 5.25% bonds June 2014b |
|
|
696 |
|
|
|
723 |
|
Euro 5.25% bonds January 2013b |
|
|
902 |
|
|
|
935 |
|
US Dollar 5.15% bonds January 2013b |
|
|
566 |
|
|
|
599 |
|
Euro 7.87% (2009: 7.375%) notes February 2011 (minimum 6.875%a)b |
|
|
1,015 |
|
|
|
1,051 |
|
US Dollar 9.125% (2009: 8.625%) notes December 2010 (minimum 8.125%a)b |
|
|
1,951 |
|
|
|
2,074 |
|
US Dollar 8.765% bonds August 2009d |
|
|
|
|
|
|
149 |
|
|
|
|
|
|
|
|
Total listed bonds, debentures and notes |
|
|
12,157 |
|
|
|
12,189 |
|
|
|
|
|
|
|
|
Finance leases |
|
|
304 |
|
|
|
332 |
|
|
|
|
|
|
|
|
Commercial paperb,e |
|
|
|
|
|
|
715 |
|
Sterling 6.35% bank loan due August 2012 |
|
|
312 |
|
|
|
312 |
|
Sterling 10.4% bank loan due September 2009 |
|
|
|
|
|
|
140 |
|
Sterling floating rate note 2009-2010 |
|
|
|
|
|
|
28 |
|
Other loans 2009-2012 |
|
|
10 |
|
|
|
6 |
|
Bank overdrafts (of which £nil (2009: £160m) had a legally enforceable right |
|
|
|
|
|
|
|
|
of set off
see note 10) |
|
|
8 |
|
|
|
185 |
|
|
|
|
|
|
|
|
Total other loans and borrowings |
|
|
330 |
|
|
|
1,386 |
|
|
|
|
|
|
|
|
Total loans and other borrowings |
|
|
12,791 |
|
|
|
13,907 |
|
|
|
|
|
|
|
|
|
|
|
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) reduce the rating ascribed to the groups
senior unsecured debt below A3 in the case of Moodys or below
A 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. In
February 2010, S&P downgraded BTs credit rating by
one ratings category to BBB as detailed on
page 138. At the next coupon date in the 2011 financial year, the rate payable on these bonds will
therefore increase by 0.25 percentage points. |
|
b |
|
Hedged in a designated cash flow hedge. |
|
c |
|
Hedged in a designated fair value hedge. |
|
d |
|
Hedged in a designated cash flow and fair value hedge. |
|
e |
|
Commercial paper is denominated in Sterling of £nil (2009: £209m) and Euros of £nil (2009: £506m). |
|
f |
|
The groups 600m bond issued in June 2009
would attract an additional 1.25 percentage points for a downgrade by one credit rating category by both Moodys and S&P below Baa3/BBB respectively. |
The interest rates payable on loans and borrowings disclosed above reflect the coupons on
underlying issued loans and borrowings and not the interest rates achieved through applying
associated currency and interest rate swaps in hedge arrangements.
The carrying values disclosed above reflect balances at amortised cost adjusted for deferred
and current fair value adjustments to the relevant loans or borrowings hedged risk in a fair value
hedge. This does not reflect the final principal repayment that will arise after taking account of
the relevant derivatives in hedging relationships which is reflected in the table below. Apart from
finance leases, all borrowings as at 31 March 2010 and 2009 were unsecured.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Effect of |
|
|
Principal |
|
|
|
|
|
|
Effect of |
|
|
Principal |
|
|
|
Carrying |
|
|
hedging |
|
|
repayments at |
|
|
Carrying |
|
|
hedging and |
|
|
repayments at |
|
|
|
amount |
|
|
and interest |
a |
|
hedged rates |
|
|
amount |
|
|
interest |
a |
|
hedged rates |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments fall due as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year, or on demand |
|
|
3,269 |
|
|
|
(737 |
) |
|
|
2,532 |
|
|
|
1,542 |
|
|
|
(352 |
) |
|
|
1,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between one and two years |
|
|
18 |
|
|
|
|
|
|
|
18 |
|
|
|
3,098 |
|
|
|
(551 |
) |
|
|
2,547 |
|
Between two and three years |
|
|
1,763 |
|
|
|
(313 |
) |
|
|
1,450 |
|
|
|
10 |
|
|
|
|
|
|
|
10 |
|
Between three and four years |
|
|
11 |
|
|
|
|
|
|
|
11 |
|
|
|
1,829 |
|
|
|
(380 |
) |
|
|
1,449 |
|
Between four and five years |
|
|
1,213 |
|
|
|
(177 |
) |
|
|
1,036 |
|
|
|
14 |
|
|
|
|
|
|
|
14 |
|
After five years |
|
|
6,523 |
|
|
|
(431 |
) |
|
|
6,092 |
|
|
|
7,412 |
|
|
|
(799 |
) |
|
|
6,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total due for repayment after more than one year |
|
|
9,528 |
|
|
|
(921 |
) |
|
|
8,607 |
|
|
|
12,363 |
|
|
|
(1,730 |
) |
|
|
10,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total repayments |
|
|
12,797 |
|
|
|
(1,658 |
) |
|
|
11,139 |
|
|
|
13,905 |
|
|
|
(2,082 |
) |
|
|
11,823 |
|
Fair value adjustments for hedged risk |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and other borrowings |
|
|
12,791 |
|
|
|
|
|
|
|
|
|
|
|
13,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Adjustments for hedging and interest reflect the impact of the currency element of
derivatives and adjust the repayments to exclude interest recognised in the carrying amount. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 119
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. Loans and other borrowings continued
As noted on page 119, the principal repayments of loans and borrowings at hedged rates amounted to
£11,139m (2009: £11,823m). The table below reflects the currency risk and interest cash flow and
fair value risk associated with these loans and borrowings after the impact of hedging.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
interest |
|
|
interest |
|
|
Total |
|
|
interest |
|
|
interest |
|
|
Total |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling |
|
|
10,110 |
|
|
|
835 |
|
|
|
10,945 |
|
|
|
10,239 |
|
|
|
1,373 |
|
|
|
11,612 |
|
Euro |
|
|
|
|
|
|
184 |
|
|
|
184 |
|
|
|
|
|
|
|
204 |
|
|
|
204 |
|
US Dollar |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Other |
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,110 |
|
|
|
1,029 |
|
|
|
11,139 |
|
|
|
10,239 |
|
|
|
1,584 |
|
|
|
11,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average effective fixed interest rate
Sterling |
|
|
8.0% |
|
|
|
|
|
|
|
|
|
|
|
8.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The floating rate loans and borrowings bear interest rates fixed in advance for periods ranging
from one day to one year, primarily by reference to LIBOR and EURIBOR quoted rates.
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of outstanding |
|
|
|
|
|
|
|
|
|
|
|
Minimum lease payments |
|
|
lease obligations |
|
At 31 March |
|
|
|
|
|
|
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts payable under finance leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
32 |
|
|
|
16 |
|
|
|
14 |
|
In the second to fifth years inclusive |
|
|
|
|
|
|
|
|
|
|
119 |
|
|
|
135 |
|
|
|
48 |
|
|
|
66 |
|
After five years |
|
|
|
|
|
|
|
|
|
|
422 |
|
|
|
456 |
|
|
|
240 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
574 |
|
|
|
623 |
|
|
|
304 |
|
|
|
332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: future finance charges |
|
|
|
|
|
|
|
|
|
|
(270 |
) |
|
|
(291 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance lease obligations |
|
|
|
|
|
|
|
|
|
|
304 |
|
|
|
332 |
|
|
|
304 |
|
|
|
332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held under finance leases mainly consist of buildings and network assets. The groups
obligations under finance leases are secured by the lessors title to the leased assets.
|
|
19. Derivative financial instruments
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps cash flow hedge |
|
|
|
|
|
|
361 |
|
|
|
|
|
|
|
446 |
|
|
|
1 |
|
|
|
207 |
|
Interest rate swaps fair value hedge |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest rate swaps |
|
|
106 |
|
|
|
295 |
|
|
|
107 |
|
|
|
316 |
|
|
|
25 |
|
|
|
239 |
|
Cross currency swaps cash flow hedge |
|
|
1,571 |
|
|
|
30 |
|
|
|
2,541 |
|
|
|
1 |
|
|
|
340 |
|
|
|
605 |
|
Cross currency swaps fair value hedge |
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
20 |
|
Other cross currency swaps |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts cash flow hedge |
|
|
23 |
|
|
|
4 |
|
|
|
27 |
|
|
|
1 |
|
|
|
20 |
|
|
|
1 |
|
Other forward foreign exchange contracts |
|
|
|
|
|
|
2 |
|
|
|
7 |
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
Credit default swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
699 |
|
|
|
2,700 |
|
|
|
767 |
|
|
|
387 |
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
624 |
|
|
|
166 |
|
|
|
158 |
|
|
|
56 |
|
|
|
71 |
|
|
|
58 |
|
Non current |
|
|
1,076 |
|
|
|
533 |
|
|
|
2,542 |
|
|
|
711 |
|
|
|
316 |
|
|
|
1,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
699 |
|
|
|
2,700 |
|
|
|
767 |
|
|
|
387 |
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. Derivative financial instruments continued
The credit rating of counterparties with which derivative financial assets were held is detailed in
the table below.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Moodys/S&P credit ratinga |
|
|
|
|
|
|
|
|
Aa2/AA |
|
|
89 |
|
|
|
200 |
|
Aa3/AA |
|
|
480 |
|
|
|
650 |
|
A1/A+ |
|
|
708 |
|
|
|
1,030 |
|
A2/A |
|
|
318 |
|
|
|
719 |
|
A3/A |
|
|
105 |
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
|
|
2,700 |
|
|
|
|
|
|
|
|
|
|
|
a |
|
Derivative financial instrument balances with counterparties have been classified at
the lower of their Moodys and S&P rating. |
In 2010 derivative financial assets were held with 18 counterparties (2009: 19 counterparties).
After applying the legal right of set off under the groups International Swaps and Derivative
Association (ISDA) documentation, the group had a net exposure to derivative counterparties of
£1,303m (2009: £2,282m). Of this, 85% (2009: 85%) was with 6 counterparties (2009: 6). Details of
hedges in which the derivative financial instruments are utilised are disclosed in note 32.
20. Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Trade payables |
|
|
3,668 |
|
|
|
4,367 |
|
Other taxation and social security |
|
|
516 |
|
|
|
489 |
|
Other payables |
|
|
506 |
|
|
|
527 |
|
Accrued expenses |
|
|
498 |
|
|
|
460 |
|
Deferred income |
|
|
1,343 |
|
|
|
1,372 |
|
|
|
|
|
|
|
|
|
|
|
6,531 |
|
|
|
7,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Non current |
|
|
|
|
|
|
|
|
Other payables |
|
|
734 |
|
|
|
718 |
|
Deferred income |
|
|
70 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
804 |
|
|
|
794 |
|
|
|
|
|
|
|
|
Non current payables mainly relate to operating lease liabilities and deferred gains on a prior
period sale and finance leaseback transaction.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 121
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
Property |
|
|
Other |
|
|
|
|
|
|
Services provisions |
a |
|
provisions |
b |
|
provisions |
c |
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
303 |
|
|
|
172 |
|
|
|
245 |
|
|
|
720 |
|
Charged to the income statementd |
|
|
10 |
|
|
|
131 |
|
|
|
204 |
|
|
|
345 |
|
Unwind of discount |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Utilised in the year |
|
|
(139 |
) |
|
|
(35 |
) |
|
|
(98 |
) |
|
|
(272 |
) |
Transfers |
|
|
16 |
|
|
|
|
|
|
|
31 |
|
|
|
47 |
|
Exchange differences |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
187 |
|
|
|
272 |
|
|
|
382 |
|
|
|
841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
|
|
|
Current |
|
|
134 |
|
|
|
254 |
|
Non current |
|
|
707 |
|
|
|
466 |
|
|
|
|
|
|
|
|
|
|
|
841 |
|
|
|
720 |
|
|
|
|
|
|
|
|
|
|
|
a |
|
Amounts provided in relation to the BT Global Services restructuring programme and the contract and the financial reviews in 2009. These will be utilised as the obligations are settled. |
|
b |
|
Property provisions mainly comprise onerous lease provisions arising from the rationalisation of the groups property portfolio. The provisions will be utilised over the remaining lease periods, which range from one to 22 years. Financial liabilities comprise £255m (2009: £166m) of this balance. |
|
c |
|
Other provisions includes:
Amounts provided for incremental and directly attributable costs arising from the groups
obligation to deliver the Undertakings, which will be utilised within one year.
Amounts provided for legal or constructive obligations arising from insurance claims, litigation
and regulatory risk, which will be utilised as the obligations are settled. |
|
d |
|
Includes specific items of £121m for property rationalisation costs and £10m relating
to the BT Global Services restructuring programme. |
22. Deferred taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
|
|
|
|
|
|
|
|
|
|
|
Excess capital |
|
|
benefit |
|
|
Share-based |
|
|
|
|
|
|
|
|
|
allowances |
|
|
obligations |
a |
|
payments |
|
|
Other |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
1,969 |
|
|
|
778 |
|
|
|
(51 |
) |
|
|
(183 |
) |
|
|
2,513 |
|
(Credit) expense recognised in the income statement |
|
|
(158 |
) |
|
|
78 |
|
|
|
32 |
|
|
|
7 |
|
|
|
(41 |
) |
(Credit) expense recognised in equity |
|
|
|
|
|
|
(1,959 |
) |
|
|
12 |
|
|
|
100 |
|
|
|
(1,847 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2009 |
|
|
1,811 |
|
|
|
(1,103 |
) |
|
|
(7 |
) |
|
|
(76 |
) |
|
|
625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
|
|
|
|
|
(1,103 |
) |
|
|
|
|
|
|
|
|
|
|
(1,103 |
) |
Deferred tax liability |
|
|
1,811 |
|
|
|
|
|
|
|
(7 |
) |
|
|
(76 |
) |
|
|
1,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
1,811 |
|
|
|
(1,103 |
) |
|
|
(7 |
) |
|
|
(76 |
) |
|
|
625 |
|
(Credit) expense recognised in the income statement |
|
|
(115 |
) |
|
|
118 |
|
|
|
(15 |
) |
|
|
2 |
|
|
|
(10 |
) |
(Credit) expense recognised in equity |
|
|
|
|
|
|
(1,211 |
) |
|
|
(19 |
) |
|
|
(143 |
) |
|
|
(1,373 |
) |
Transfer from current tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,696 |
|
|
|
(2,196 |
) |
|
|
(41 |
) |
|
|
(199 |
) |
|
|
(740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
|
|
|
|
|
(2,196 |
) |
|
|
|
|
|
|
|
|
|
|
(2,196 |
) |
Deferred tax liability |
|
|
1,696 |
|
|
|
|
|
|
|
(41 |
) |
|
|
(199 |
) |
|
|
1,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
1,696 |
|
|
|
(2,196 |
) |
|
|
(41 |
) |
|
|
(199 |
) |
|
|
(740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Includes a deferred tax asset of £3m (2009: £nil) arising on contributions payable to
defined contribution schemes. |
At 31 March 2010, all of the deferred tax asset of £2,196m (2009: £1,103m) is expected to be
recovered after more than one year. At 31 March 2010, all of the deferred tax liability of £1,456m
(2009: £1,728m) is expected to be settled after more than one year.
122 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. Deferred taxation continued
At 31 March 2010 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 £29.5bn
(2009: £24.3bn). 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 arose. A summary of expiry dates for losses in respect
of which restrictions apply is set out below:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
Expiry of |
|
At 31 March |
|
£m |
|
|
losses |
|
|
|
|
|
|
|
|
Restricted losses: |
|
|
|
|
|
|
|
|
Americas |
|
|
284 |
|
|
|
2010-2029 |
|
Europe |
|
|
1,719 |
|
|
|
2010-2025 |
|
|
|
|
|
|
|
|
Total restricted losses |
|
|
2,003 |
|
|
|
|
|
|
|
|
|
|
|
|
Unrestricted losses: |
|
|
|
|
|
|
|
|
Operating losses |
|
|
3,278 |
|
|
No expiry |
|
Capital losses |
|
|
23,439 |
|
|
No expiry |
|
Other |
|
|
775 |
|
|
No expiry |
|
|
|
|
|
|
|
|
Total unrestricted losses |
|
|
27,492 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
29,495 |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010, the undistributed earnings of overseas subsidiaries was £5.5bn (2009: £10.1bn).
No deferred tax liabilities have been recognised in respect of these unremitted earnings because
the group is in a position to control the timing of the reversal of the 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.
23. Minority interests
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
At 1 April |
|
|
27 |
|
|
|
23 |
|
Share of profits |
|
|
1 |
|
|
|
2 |
|
Disposals |
|
|
(4 |
) |
|
|
(9 |
) |
Minority share of dividend paid |
|
|
|
|
|
|
(1 |
) |
Acquisitions through business combinations |
|
|
|
|
|
|
3 |
|
Exchange differences |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
At 31 March |
|
|
24 |
|
|
|
27 |
|
|
|
|
|
|
|
|
24. Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
Share capital |
a |
|
Share premium |
b |
|
|
of shares |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
8,401,227,029 |
|
|
|
420 |
|
|
|
62 |
|
Cancelledc |
|
|
(250,000,000 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 and 31 March 2010 |
|
|
8,151,227,029 |
|
|
|
408 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
The authorised share capital of the company up to 1 October 2009 was £13,463m, 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 2010 and 31 March 2009 was £408m, representing 8,151,227,029 ordinary shares of 5p each. |
|
b |
|
The share premium account, representing the premium on allotment of shares, is not available for distribution. |
|
c |
|
In 2010 the group cancelled nil treasury shares (2009: 250,000,000) with a nominal value of £nil (2009: £12m). |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 123
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. Other reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury |
|
|
Cash flow |
|
|
Available-for- |
|
|
Translation |
|
|
Merger |
|
|
Total other |
|
|
|
shares |
a |
|
reserve |
b |
|
sale reserve |
c |
|
reserve |
d |
|
reserve |
e |
|
reserves |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2007 |
|
|
(884 |
) |
|
|
23 |
|
|
|
|
|
|
|
(49 |
) |
|
|
998 |
|
|
|
88 |
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210 |
|
|
|
|
|
|
|
210 |
|
Net fair value gain on cash flow hedges |
|
|
|
|
|
|
446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446 |
|
Recognised in income and expense in the year |
|
|
|
|
|
|
(294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(294 |
) |
Reclassified and reported in non current assets |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
Tax recognised in other comprehensive income |
|
|
|
|
|
|
(29 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29 |
) |
Net purchase of treasury shares |
|
|
(1,529 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,529 |
) |
Cancellation of treasury shares |
|
|
570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2008 |
|
|
(1,843 |
) |
|
|
157 |
|
|
|
|
|
|
|
161 |
|
|
|
998 |
|
|
|
(527 |
) |
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
683 |
|
|
|
|
|
|
|
683 |
|
Net fair value gain on cash flow hedges |
|
|
|
|
|
|
2,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,719 |
|
Recognised in income and expense in the year |
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,144 |
) |
Reclassified and reported in non current assets |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
Gains on available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Tax recognised in other comprehensive income |
|
|
|
|
|
|
(164 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164 |
) |
Net purchase of treasury shares |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63 |
) |
Cancellation of treasury shares |
|
|
797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
(1,109 |
) |
|
|
563 |
|
|
|
5 |
|
|
|
844 |
|
|
|
998 |
|
|
|
1,301 |
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119 |
) |
|
|
|
|
|
|
(119 |
) |
Net fair value loss on cash flow hedges |
|
|
|
|
|
|
(1,067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,067 |
) |
Recognised in income and expense in the year |
|
|
|
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
496 |
|
Reclassified and reported in non current assets |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Gains on available-for-sale investments |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
7 |
|
Tax recognised in other comprehensive income |
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
(20 |
) |
|
|
|
|
|
|
139 |
|
Net issue of treasury shares |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2010 |
|
|
(1,105 |
) |
|
|
147 |
|
|
|
12 |
|
|
|
705 |
|
|
|
998 |
|
|
|
757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
The treasury shares reserve is used to hold BT Group plc shares purchased by the
group. During 2010 the company purchased nil (2009: 142,608,225, 2008: 539,657,691) of its own
shares of 5p each, representing nil% (2009: 2%, 2008: 6%) of the called-up share capital, for
consideration (including transaction costs) of £nil (2009: £189m, 2008: £1,626m). In addition,
8,320,766 shares (2009: 90,626,518, 2008: 53,250,144) were issued from treasury to satisfy
obligations under employee share schemes and executive share awards at a cost of £4m (2009: £126m,
2008: £97m), and nil treasury shares (2009 and 2008: 250,000,000) were cancelled at a cost of £nil
(2009: £797m, 2008: £570m). At 31 March 2010, 400,906,119 shares (2009: 409,226,885, 2008:
607,285,178) with an aggregate nominal value of £20m (2009: £20m, 2008: £30m) were 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 year amounted to £7m (2009: £5m, 2008: £nil). |
|
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 represented the difference between the nominal value of shares in the new parent company, BT
Group plc, and the aggregate of the share capital, share premium account and capital redemption
reserve of the prior parent company, British Telecommunications plc. |
26. Related party transactions
Key management personnel comprise executive and non-executive directors and members of the
Operating Committee. Key management personnel compensation is shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Salaries and short-term benefits |
|
|
10.3 |
|
|
|
8.4 |
|
|
|
8.3 |
|
Termination benefits |
|
|
0.1 |
|
|
|
2.4 |
|
|
|
|
|
Post employment benefits |
|
|
1.8 |
|
|
|
2.3 |
|
|
|
1.0 |
|
Share-based payments |
|
|
2.6 |
|
|
|
3.6 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.8 |
|
|
|
16.7 |
|
|
|
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Restated to include the Chairman and non-executive directors. |
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 (pages 73 to 77), which forms part of the consolidated financial
statements.
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.
During 2010, the group purchased services in the normal course of business and on an arms
length basis from its principal associate, Tech Mahindra Limited. The net value of services
purchased was £301m (2009: £296m, 2008: £305m) and the amount outstanding and payable for services
at 31 March 2010 was £65m (2009: £89m, 2008: £125m). In addition in 2010 a cash payment of £127m
was made to Tech Mahindra Limited for the renegotiation of certain supply contracts as part of the
rationalisation of procurement channels within BT Global Services. In 2008, a cash payment of £55m
was received from Tech Mahindra Limited, which was recognised as income in 2008 (£28m) and 2009
(£27m).
124 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. Financial commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Capital expenditure contracted for at the balance sheet date but not yet incurred was as follows: |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
368 |
|
|
|
414 |
|
Computer software |
|
|
15 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Total |
|
|
383 |
|
|
|
451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Future minimum operating lease payments for the group were as follows: |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Payable in the year ending 31 March: |
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
484 |
|
2011 |
|
|
494 |
|
|
|
455 |
|
2012 |
|
|
460 |
|
|
|
430 |
|
2013 |
|
|
431 |
|
|
|
403 |
|
2014 |
|
|
400 |
|
|
|
377 |
|
2015 |
|
|
375 |
|
|
|
356 |
|
Thereafter |
|
|
5,527 |
|
|
|
5,499 |
|
|
|
|
|
|
|
|
Total future minimum operating lease payments |
|
|
7,687 |
|
|
|
8,004 |
|
|
|
|
|
|
|
|
Operating lease commitments were mainly in respect of land and buildings which arose from a sale
and operating leaseback transaction in a prior period. Leases have an average term of 22 years
(2009: 23 years) and rentals are fixed for an average of 22 years (2009: 23 years).
At 31 March 2010, other than as 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 counter indemnity for these guarantees. The maximum
exposure was US$132m as at 31 March 2010 (2009: US$110m), approximately £87m (2009: £77m), although
this could increase by a further US$304m (2009: US$399m), approximately £200m (2009: £278m), 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.
We do not believe that there is any single current court action that would have a material
adverse effect on the financial position or operations of the group. However the aggregate volume
and value of legal actions to which the group is party has increased significantly during 2010.
There have been criminal proceedings in Italy against 21 defendants, including a former BT
employee, in connection with the Italian UMTS (universal mobile telecommunication system) auction
in 2000. 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 defendants were also acquitted. The Public Prosecutor has appealed
the courts decision. The appeal was unsuccessful and no damages follow.
The European Commission formally investigated the way the UK Government set the rates payable
on BTs infrastructure and those paid by Kingston Communications, and whether or not the UK
Government complied with European Community Treaty rules on state aid. The Commission concluded in
October 2006 that no state aid had been granted. The Commissions decision was appealed. Judgement
on the appeal has not yet been given but we continue 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 125
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. Acquisitions
There were no acquisitions made in 2010. A summary of the acquisitions made in 2009 is set out
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT |
|
|
|
|
|
|
|
|
|
|
|
|
Global Services |
|
|
BT Retail |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2009 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of consideration |
|
|
13 |
|
|
|
98 |
|
|
|
75 |
|
|
|
186 |
|
Less: fair value of net assets acquired |
|
|
3 |
|
|
|
24 |
|
|
|
28 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill arising |
|
|
10 |
|
|
|
74 |
|
|
|
47 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
13 |
|
|
|
98 |
|
|
|
65 |
|
|
|
176 |
|
Deferred consideration |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
13 |
|
|
|
98 |
|
|
|
75 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The outflow of cash and cash equivalents was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration |
|
|
13 |
|
|
|
98 |
|
|
|
65 |
|
|
|
176 |
|
Less: cash acquired |
|
|
1 |
|
|
|
3 |
|
|
|
5 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
95 |
|
|
|
60 |
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services
During 2009 the group acquired 100% of Stemmer GmbH and SND GmbH. The purchase consideration was
£13m. The net assets acquired and the goodwill arising were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
Book value |
|
|
adjustments |
|
|
Fair value |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
6 |
|
|
|
|
|
|
|
6 |
|
Cash and cash equivalents |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Payables |
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
During 2010 the determination of fair values has been finalised. No adjustments have been made to
the balances previously reported.
BT Retail
During 2009 the group acquired 100% of the issued share capital of Wire One Holdings Inc and
Ufindus Ltd for a total consideration of £98m. The combined net assets acquired in these
transactions and the goodwill arising were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
Book value |
|
|
adjustments |
|
|
Fair value |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
2 |
|
|
|
21 |
|
|
|
23 |
|
Property, plant and equipment |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Receivables |
|
|
20 |
|
|
|
(1 |
) |
|
|
19 |
|
Cash and cash equivalents |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Payables |
|
|
(22 |
) |
|
|
(1 |
) |
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
|
5 |
|
|
|
19 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets recognised in respect of these acquisitions comprised customer relationships,
brand names and proprietary technology. Goodwill arising on these acquisitions principally related
to anticipated cost and revenue synergies and the assembled workforce. During 2010 the
determination of fair values has been finalised. No adjustments have been made to the balances
previously reported.
126 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. Acquisitions continued
Other
During 2009 the group acquired 100% of the issued share capital of Moorhouse Consulting and Ribbit
Corporation, for a total consideration of £75m including £10m of deferred, contingent
consideration. The combined net assets acquired in these transactions and the goodwill arising were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
Book value |
|
|
adjustments |
|
|
Fair value |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
25 |
|
|
|
25 |
|
Receivables |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Cash and cash equivalents |
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Payables |
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
|
3 |
|
|
|
25 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets recognised in respect of these acquisitions comprised internally developed
technology. Goodwill on the acquisitions principally related to cost savings and other synergies.
During 2010 the determination of fair values has been finalised and adjustments have been made to
the balances previously reported. Prior year balances have not been restated as the amount is not
significant to the group.
29. Retirement benefit plans
Background
The group offers retirement benefit plans to its employees. The groups main scheme, the BT Pension
Scheme (BTPS), is a defined benefit scheme. This scheme has been closed to new entrants since 31
March 2001 when it was replaced by a defined contribution scheme, the BT Retirement Plan (BTRP)
which was closed on 31 March 2009. On 1 April 2009 BT set up the BT Retirement Saving Scheme, a
contract based defined contribution arrangement, to which BTRP members were invited to transfer
their accumulated assets. The total pension cost of the group for 2010, included within staff
costs, was £304m (2009: £544m, 2008: £626m). The total cost associated with the groups defined
benefit pension schemes for 2010 was £206m (2009: £459m, 2008: £576m).
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
2010 in respect of the groups main defined contribution scheme was £66m (2009: £47m, 2008: £37m)
and £6m (2009: £4m, 2008: £3m) of contributions were outstanding at 31 March 2010.
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 Trustee. 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 the bid 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 credit 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 year in which they occur in the statement
of comprehensive income.
IAS 19 requires that the discount rate used be determined by reference to market yields at the
reporting date on high quality corporate bonds. The currency and term of these should be consistent
with the currency and estimated term of the pension obligations. The discount rate has been
assessed by reference to the duration of the BTPSs liabilities and by reference to the published
iBoxx index of Sterling corporate bonds of duration greater than 15 years and investment grade AA
and above. Allowance is made where the constituent bonds in the published index have been re-rated
or new issues made.
The rate of inflation influences the assumptions for salary and pension increase. This has
been assessed by reference to yields on long-term fixed and index-linked Government bonds and has
regard to Bank of England published inflationary expectations. Salary increases are assumed to be
in line with inflation.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 127
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Retirement benefit plans continued
The financial assumptions used to measure the net pension obligation of the BTPS under IAS 19 at 31
March 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real rates (per annum) |
|
|
Nominal rates (per annum) |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
At 31 March |
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate used to discount liabilities |
|
|
1.83 |
|
|
|
3.84 |
|
|
|
3.24 |
|
|
|
5.50 |
|
|
|
6.85 |
|
|
|
6.85 |
|
Average future increases in wages and salaries |
|
|
|
|
|
|
|
|
|
|
0.75 |
a |
|
|
3.60 |
|
|
|
2.90 |
|
|
|
4.28 |
a |
Average increase in pensions in
payment and deferred pensions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.60 |
|
|
|
2.90 |
|
|
|
3.50 |
|
Inflation
average increase in retail price index |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
3.60 |
|
|
|
2.90 |
|
|
|
3.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
There is a short-term reduction in the real salary growth assumption to 0.5% for the
first three years. |
The assumptions about life expectancy have regard to information published by the UK actuarial
professions Continuous Mortality Investigation Bureau. However, due to the size of the membership
of the BTPS (333,000 members at 31 December 2009) it is considered appropriate for the life
expectancy assumptions adopted to take in to account the actual membership experience. Allowance is
also made for future improvements in mortality. The BTPS actuary undertakes formal reviews of the
membership experience every three years. The IAS 19 life expectancy assumptions reflect the 2008
triennial funding valuation basis.
The average life expectancy assumptions, after retirement at 60 years of age, are as follows:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
Number of |
|
|
Number of |
|
|
|
years |
|
|
years |
|
|
|
|
|
|
|
|
Male in lower pay bracket |
|
|
25.2 |
|
|
|
24.8 |
|
Male in higher pay bracket |
|
|
27.4 |
|
|
|
27.1 |
|
Female |
|
|
28.1 |
|
|
|
27.7 |
|
Future improvement every 10 years |
|
|
1.1 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
Amounts recognised in respect of defined benefit schemes
The net pension obligation is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
value |
|
|
|
|
|
|
|
|
|
|
value |
|
|
|
|
|
|
Assets |
|
|
of liabilities |
|
|
Obligation |
|
|
Assets |
|
|
of liabilities |
|
|
Obligation |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BTPS |
|
|
35,278 |
|
|
|
(43,018 |
) |
|
|
(7,740 |
) |
|
|
29,227 |
|
|
|
(33,070 |
) |
|
|
(3,843 |
) |
Other schemesa |
|
|
151 |
|
|
|
(275 |
) |
|
|
(124 |
) |
|
|
126 |
|
|
|
(256 |
) |
|
|
(130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,429 |
|
|
|
(43,293 |
) |
|
|
(7,864 |
) |
|
|
29,353 |
|
|
|
(33,326 |
) |
|
|
(3,973 |
) |
Deferred tax asset |
|
|
|
|
|
|
|
|
|
|
2,193 |
|
|
|
|
|
|
|
|
|
|
|
1,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension obligation |
|
|
|
|
|
|
|
|
|
|
(5,671 |
) |
|
|
|
|
|
|
|
|
|
|
(2,870 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Included in the present value of liabilities of other schemes is £54m (2009: £52m)
related to unfunded schemes. |
Amounts recognised in the income statement in respect of the groups pension schemes were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Current service cost (including defined contribution schemes) |
|
|
304 |
|
|
|
544 |
|
|
|
626 |
|
|
|
|
|
|
|
|
|
|
|
Total operating charge |
|
|
304 |
|
|
|
544 |
|
|
|
626 |
|
Expected return on pension scheme assets |
|
|
(1,932 |
) |
|
|
(2,621 |
) |
|
|
(2,448 |
) |
Interest expense on pension scheme liabilities |
|
|
2,211 |
|
|
|
2,308 |
|
|
|
2,028 |
|
|
|
|
|
|
|
|
|
|
|
Net finance expense (income) |
|
|
279 |
|
|
|
(313 |
) |
|
|
(420 |
) |
|
|
|
|
|
|
|
|
|
|
Total recognised in the income statement |
|
|
583 |
|
|
|
231 |
|
|
|
206 |
|
|
|
|
|
|
|
|
|
|
|
128 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Retirement benefit plans continued
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:
Forecast benefits payable by the BTPS at 31 March 2010
(£m)
An analysis of actuarial gains and losses and the actual return on plan assets is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
Actuarial (loss) gain recognised in the year |
|
|
(4,324 |
) |
|
|
(7,037 |
) |
|
|
2,621 |
|
Cumulative actuarial (losses) gains |
|
|
(4,915 |
) |
|
|
(591 |
) |
|
|
6,446 |
|
Actual return on plan assets |
|
|
7,089 |
|
|
|
(6,830 |
) |
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
Changes in the present value of the defined benefit pension obligation are as follows:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Opening defined benefit pension obligation |
|
|
(33,326 |
) |
|
|
(34,669 |
) |
Current service cost |
|
|
(206 |
) |
|
|
(459 |
) |
Interest expense |
|
|
(2,211 |
) |
|
|
(2,308 |
) |
Contributions by employees |
|
|
(15 |
) |
|
|
(18 |
) |
Actuarial (loss) gain |
|
|
(9,481 |
) |
|
|
2,414 |
|
Business combinations |
|
|
|
|
|
|
(4 |
) |
Benefits paid |
|
|
1,948 |
|
|
|
1,741 |
|
Exchange differences |
|
|
(2 |
) |
|
|
(23 |
) |
|
|
|
|
|
|
|
Closing defined benefit pension obligation |
|
|
(43,293 |
) |
|
|
(33,326 |
) |
|
|
|
|
|
|
|
Changes in the fair value of plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
Opening fair value of plan assets |
|
|
29,353 |
|
|
|
37,448 |
|
Expected return |
|
|
1,932 |
|
|
|
2,621 |
|
Actuarial gain (loss) |
|
|
5,157 |
|
|
|
(9,451 |
) |
Regular contributions by employer |
|
|
391 |
|
|
|
441 |
|
Deficiency contributions by employer |
|
|
525 |
|
|
|
|
|
Contributions by employees |
|
|
15 |
|
|
|
18 |
|
Benefits paid |
|
|
(1,948 |
) |
|
|
(1,741 |
) |
Exchange differences |
|
|
4 |
|
|
|
17 |
|
|
|
|
|
|
|
|
Closing fair value of plan assets |
|
|
35,429 |
|
|
|
29,353 |
|
|
|
|
|
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 129
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
29. Retirement benefit plans continued
The BTPS assets are invested in UK and overseas equities, UK and overseas properties, fixed
interest and index-linked securities, alternative assets, deposits and short-term investments. At
31 March 2010 and 31 March 2009, the schemes assets did not include any ordinary shares of the
company. However, the scheme held £52m (2009: £65m) of bonds and £6m (2009: £5m) of index-linked
notes issued by the group. The group occupies four (2009: two) properties owned by the BTPS on
which an annual rental of £0.2m is payable (2009: £0.1m).
The Trustees main investment objective is to ensure that over the long-term, and
after
allowing for all future income, the BTPS will always have sufficient liquid resources to meet the
cost of benefit payments to be made as they fall due. The strategic allocation of assets between
different classes of investment is reviewed regularly and is a key factor in the Trustees
investment policy. The targets set reflect the Trustees views on the appropriate balance to be
struck between seeking high returns and incurring risk, and on the extent to which the assets
should be distributed to match its liabilities. The targets are a long-term aim to be achieved over
a period as and when favourable opportunities arise. Current market conditions and trends are
continuously assessed and short-term tactical shifts in asset allocation may be made around the
long-term strategic target, for example, by using stock index future contracts.
The BTPS uses financial instruments to manage interest rate risk, liquidity risk and
foreign
currency risk. Exposure to interest rate fluctuations on its borrowings and deposits is managed by
using interest rate swaps. Liquidity risk is managed by maintaining a balance between continuity of
funding and flexibility through the use of borrowings with a range of maturities. The BTPS has
significant investments overseas, as a result of which the value of the schemes assets can be
significantly affected by movements in foreign currencies against Sterling. A portion of the
exposure to foreign currencies embedded in the overseas assets is hedged back into Sterling to
remove some of the currency risk.
The assumptions for the expected long-term rate of return and the fair values of the
assets of the
BTPS at 31 March were:
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At 31 March 2010 |
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|
At 31 March 2009 |
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Expected |
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|
|
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Expected |
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long-term |
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long-term |
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|
rate of return |
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|
rate of return |
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|
(per annum) |
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Asset fair value |
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Target |
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|
(per annum) |
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|
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|
Asset fair value |
|
|
Target |
|
|
|
% |
|
|
£bn |
|
|
% |
|
|
% |
|
|
% |
|
|
£bn |
|
|
% |
|
|
% |
|
|
|
|
|
|
|
|
|
UK equities |
|
|
8.5 |
|
|
|
3.6 |
|
|
|
10 |
|
|
|
11 |
|
|
|
8.5 |
|
|
|
3.2 |
|
|
|
11 |
|
|
|
11 |
|
Non-UK equities |
|
|
8.5 |
|
|
|
7.5 |
|
|
|
21 |
|
|
|
22 |
|
|
|
8.5 |
|
|
|
5.9 |
|
|
|
20 |
|
|
|
22 |
|
Fixed-interest securities |
|
|
5.0 |
|
|
|
5.9 |
|
|
|
17 |
|
|
|
20 |
|
|
|
5.9 |
|
|
|
6.6 |
|
|
|
22 |
|
|
|
20 |
|
Index-linked securities |
|
|
4.2 |
|
|
|
5.8 |
|
|
|
16 |
|
|
|
15 |
|
|
|
4.0 |
|
|
|
4.4 |
|
|
|
15 |
|
|
|
15 |
|
Property |
|
|
7.7 |
|
|
|
3.8 |
|
|
|
11 |
|
|
|
12 |
|
|
|
7.0 |
|
|
|
3.2 |
|
|
|
11 |
|
|
|
12 |
|
Alternative assets |
|
|
6.9 |
|
|
|
5.9 |
|
|
|
17 |
|
|
|
20 |
|
|
|
7.0 |
|
|
|
5.2 |
|
|
|
18 |
|
|
|
20 |
|
Cash and other |
|
|
4.2 |
|
|
|
2.8 |
|
|
|
8 |
|
|
|
|
|
|
|
3.5 |
|
|
|
0.8 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
6.5 |
|
|
|
35.3 |
|
|
|
100 |
|
|
|
100 |
|
|
|
6.7 |
|
|
|
29.3 |
|
|
|
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 index-linked securities are based on the
gross redemption yields at the start of the year. Expected returns on equities, property and
alternative asset classes are based on a combination of an estimate of the risk premium above
yields on government bonds, consensus economic forecasts of future returns and historical returns.
Alternative asset classes include commodities, hedge funds, private equity, infrastructure and
credit opportunities. 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 expense.
The history of experience gains and losses are as follows:
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|
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|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Present value of defined benefit obligation |
|
|
(43,293 |
) |
|
|
(33,326 |
) |
|
|
(34,669 |
) |
|
|
(38,779 |
) |
|
|
(38,187 |
) |
Fair value of plan assets |
|
|
35,429 |
|
|
|
29,353 |
|
|
|
37,448 |
|
|
|
38,390 |
|
|
|
35,640 |
|
|
|
|
|
Net pension (obligation) asset |
|
|
(7,864 |
) |
|
|
(3,973 |
) |
|
|
2,779 |
|
|
|
(389 |
) |
|
|
(2,547 |
) |
|
|
|
|
Experience adjustment on defined benefit obligation gain (loss) |
|
|
1,632 |
|
|
|
(238 |
) |
|
|
(22 |
) |
|
|
190 |
|
|
|
(527 |
) |
Percentage of the present value of the defined benefit obligation |
|
|
3.8% |
|
|
|
0.7% |
|
|
|
0.1% |
|
|
|
0.5% |
|
|
|
1.4% |
|
Experience adjustment on plan assets gain (loss) |
|
|
5,157 |
|
|
|
(9,451 |
) |
|
|
(2,572 |
) |
|
|
993 |
|
|
|
4,855 |
|
Percentage of the plan assets |
|
|
14.6% |
|
|
|
32.2% |
|
|
|
6.9% |
|
|
|
2.6% |
|
|
|
13.6% |
|
|
|
|
|
The group expects to contribute approximately £669m to the BTPS in 2011, including deficiency
contributions of £525m.
130 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
29. Retirement benefit plans continued
Sensitivity analysis of the principal assumptions used to measure BTPS
liabilities
The assumed discount rate, life expectancy and salary increases all have a significant effect on
the measurement of scheme liabilities. The following table shows the sensitivity of the valuation
of the pension obligations, and of the prospective 2011 income statement charge, to changes in
these assumptions:
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Decrease |
|
|
Decrease |
|
|
Decrease |
|
|
|
(increase) in |
|
|
(increase) in |
|
|
(increase) in net |
|
|
|
liability |
|
|
service cost |
|
|
finance expense |
|
|
|
£bn |
|
|
£m |
|
|
£m |
|
|
|
0.25 percentage point increase to: |
|
|
|
|
|
|
|
|
|
|
|
|
discount rate |
|
|
1.6 |
|
|
|
15 |
|
|
|
(15 |
) |
salary increases |
|
|
(0.2 |
) |
|
|
|
|
|
|
(15 |
) |
Additional 1 year increase to life expectancy |
|
|
(1.0 |
) |
|
|
(10 |
) |
|
|
(55 |
) |
0.1 percentage point increase in expected return on assets |
|
|
|
|
|
|
|
|
|
|
35 |
|
|
The sensitivities relating to the discount rate, inflation rate and expected return on assets in
respect of the pension cost elements in the income statement are shown for information only. The
amounts that will be recognised in the income statement in 2011 are derived from market conditions
at 1 April 2010. Subsequent changes in market conditions will have no effect on the income
statement in 2011 and will be reflected as actuarial gains and losses in the Statement of
comprehensive income.
Funding valuation and future funding obligations
A triennial valuation is carried out for the independent Trustee by a professionally qualified
independent actuary, using the projected unit credit method. The purpose of the valuation is to
design a funding plan to ensure that present and future contributions should be sufficient to meet
future liabilities. The funding valuation is based on prudent assumptions and is performed at 31
December as this is the financial year end of the BTPS.
The valuation basis for funding purposes is broadly as follows:
4 |
|
scheme assets are valued at market value at the valuation date; and |
|
4 |
|
scheme liabilities are measured using a projected unit credit method and discounted to their present value. |
The outcome of the latest triennial actuarial funding valuation at 31
December 2008 was
announced on 11 February 2010, together with the agreement between BT and the Trustee of the BTPS
to a recovery plan to make good the £9.0bn funding deficit. Whilst the valuation and the recovery
plan have been agreed with the Trustee, they are currently under review by the Pensions Regulator.
However, the Pensions Regulators initial view is that they have substantial concerns with certain
features of the agreement. BT and the Trustee continue to work with the Pensions Regulator to help
them complete their detailed review. The Pensions Regulator has indicated it will discuss its
position with us once they have completed their review. Accordingly, as matters stand, it is
uncertain as to whether the Pensions Regulator will take any further action. This uncertainty is
outside of our control. Since the valuation date the schemes assets have increased by £4.1bn and
the Trustee estimates that if the funding valuation was performed at 31 December 2009 the deficit
would have been about £7.5bn on this prudent valuation basis.
The last two triennial valuations were determined using the following long-term
assumptions:
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|
|
|
|
|
|
|
|
Real rates (per annum) |
|
|
Nominal rates (per annum) |
|
|
|
2008 |
|
|
2005 |
|
|
2008 |
|
|
2005 |
|
|
|
valuation |
|
|
valuation |
|
|
valuation |
|
|
valuation |
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
|
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre retirement liabilities |
|
|
3.65 |
|
|
|
3.06 |
|
|
|
6.76 |
|
|
|
5.84 |
|
Post retirement liabilities |
|
|
2.15 |
|
|
|
1.79 |
|
|
|
5.21 |
|
|
|
4.54 |
|
Average increase in retail price index |
|
|
|
|
|
|
|
|
|
|
3.00 |
|
|
|
2.70 |
|
Average future increases in wages and salaries |
|
|
|
|
|
|
0.75 |
|
|
|
3.00 |
|
|
|
3.47 |
|
Average increase in pensions |
|
|
|
|
|
|
|
|
|
|
3.00 |
|
|
|
2.70 |
|
|
|
At 31 December 2008 the assets of the BTPS had a market value of £31.2bn (2005:
£34.4bn) and were
sufficient to cover 77.6% (2005: 90.9%) of the benefits accrued by that date. This represented a
funding deficit of £9.0bn compared with £3.4bn at 31 December 2005. The funding valuation uses
prudent assumptions. In the three years ended 31 December 2008, the decline in the market value of
assets combined with longer life expectancy assumptions significantly increased the funding
deficit, although the impact on the liabilities was reduced by the higher discount rate and
favourable experience compared to other actuarial assumptions used at 31 December 2005.
Following the agreement of the valuation the ordinary contributions rate reduced to
13.6% of
pensionable salaries (including employee contributions) from 19.5%, reflecting the implementation
of benefit changes with effect from 1 April 2009, following the UK pensions review. In addition,
the group will make deficit payments of £525m per annum for the first three years of the 17 year
recovery plan, the first payment of which was made in December 2009. The payment in the fourth year
will be £583m, then increasing at 3% per annum. The payments in years four to 17 are equivalent to
£533m per annum in real terms. Under the 2005 valuation deficit contributions were £280m per annum
for 10 years. In 2010, the group made regular contributions of £384m (2009: £433m) and deficit
contributions of £525m. No deficit contributions were made in 2009 as they were paid in advance
during 2008.
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 131
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
29. Retirement benefit plans continued
Other features of the legal agreements with the Trustee for BT providing support to the scheme are:
4 |
|
In the event that cumulative shareholder distributions exceed cumulative total pension
contributions over the three year period to 31 December 2011, then BT will make additional matching
contributions to the scheme. Total pension contributions (including regular contributions) are
expected to be approximately £2.4bn over the three financial years. |
|
4 |
|
In the event that BT generates net cash proceeds greater than £1bn from disposals and
acquisitions in any 12 month period to 31 December 2011 then BT will make additional contributions
to the scheme equal to one third of those net cash proceeds. |
|
4 |
|
A negative pledge that provides comfort to the scheme that future creditors will not be granted
superior security to the scheme in excess of a £1.5bn threshold. |
The intention is for there to be sufficient assets in the scheme to pay pensions now
and in
the future. Without any further contribution from the company, it is estimated that at 31 December
2008, the assets of the scheme would have been sufficient to provide around 57% of the members
benefits with an insurance company.
If the group were to become insolvent, however, there are a number of additional
protections
available to members. Firstly, there is the Crown Guarantee which was granted when the group was
privatised in 1984. The scope and extent of the Crown Guarantee is being confirmed by the Trustee
through the courts. This applies, on a winding up of the group, as a minimum to pension
entitlements for anyone who joined the scheme before 6 August 1984, and to payments to
beneficiaries of such persons. Secondly, the Pension Protection Fund (PPF) may take over the scheme
and pay certain benefits to members. There are limits on the amounts paid by the PPF and this would
not give exactly the same benefits as those provided by the scheme.
Under the terms of the Trust Deed that governs the BTPS, the group is required to have
a
funding plan that should address the deficit over a maximum period of 20 years. The BTPS was closed
to new entrants on 31 March 2001 and the age profile of active members will consequently increase.
Under the projected unit credit method, the current service cost, as a proportion of the active
members pensionable salaries, is expected to increase as the members of the scheme approach
retirement. Despite the scheme being closed to new entrants, the projected payment profile extends
over more than 60 years.
30. Share-based payments
The total charge recognised in 2010 in respect of share-based payments was £71m (2009:
£141m, 2008:
£73m).
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 and an analysis of the total charge by type of award is set out below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
Employee Sharesave Plan |
|
|
25 |
|
|
|
107 |
|
|
|
29 |
|
Allshare International |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Employee Stock Purchase Plan |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Incentive Share Plan |
|
|
29 |
|
|
|
18 |
|
|
|
26 |
|
Deferred Bonus Plan |
|
|
13 |
|
|
|
12 |
|
|
|
12 |
|
Retention Share Plan |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
|
71 |
|
|
|
141 |
|
|
|
73 |
|
|
|
|
|
|
|
a |
|
Restated for the adoption of the amendment to IFRS 2 Share-based payment vesting
conditions and cancellations. See page 94. |
Share options
BT Group Employee Sharesave Plans
There is an HMRC approved savings related share option plan, under which employees save on a
monthly basis, over a three or five-year period, towards the purchase of shares at a fixed price
determined when the option is granted. This price is usually set at a 20% discount to the market
price for five year plans and 10% for three year plans. The options must be exercised within six
months of maturity of the savings contract, otherwise they lapse. Similar plans operate for BTs
overseas employees.
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 which is 85% of the fair market
price of an ADS at the end of each quarterly purchase period.
132 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
30. Share-based payments continued
The following are legacy option plans which are no longer operated by the group:
BT Group Global Share Option Plan (GSOP)
The options granted in previous years were exercisable on the third anniversary of the date of
grant, subject to continued employment and meeting corporate performance targets. Options must be
exercised within ten years of the grant date.
BT Group Legacy Option Plan (GLOP)
On the demerger of 02, BTs
share option plans ceased to operate and were replaced by
similar BT Group Employee Sharesave plans and the BT Group GSOP. The BT GLOP was launched on 17
December 2001 following the scheme of arrangement and demerger of 02 in
November 2001,
and is therefore outside the scope of IFRS 2. The options were exercisable subject to continued
employment and meeting corporate performance targets. Options must be exercised within 10 years of
the original grant date.
Share plans
Employee Share Investment Plan (ESIP)
The ESIP is an HMRC approved plan. It allows BT employees to buy shares with contributions of up to
£1,500 per tax year out of gross pay (directshare) and allows BT to provide free shares to UK
employees which are held in trust for at least three years (allshare). In 2008, allshare was
replaced by free broadband for all BT employees in the UK. Employees outside the UK continue to
receive awards of shares where practicable, otherwise they will receive awards equivalent to the
value of free shares.
During 2010, 13.7m directshare shares (2009: 10.7m directshare shares), were purchased
by the Trustee of the ESIP on behalf of 19,730 (2009: 20,384) employees at a total cost of £15.0m (2009:
£16.4m). A further 1.0m shares (2009: 3.3m shares) were purchased by the Trustee through dividend
reinvestment on behalf of 20,120 (2009: 21,782) allshare and directshare employee participants. At
31 March 2010 79.2m shares (2009: 75.9m shares) were held in trust on behalf of 68,444 participants
(2009: 76,678).
Incentive Share Plan, Retention Share Plan and Deferred Bonus Plan
Under the BT Group Incentive Share Plan (ISP), participants are only entitled to these shares in
full at the end of a three-year period if the company has met the relevant pre-determined corporate
performance measure and if the participants are still employed by the group. In 2010, the corporate
performance measure for the ISP was amended. For all ISP awards made in 2010, 50% of each share
award is linked to a total shareholder return target (TSR) for a revised comparator group of
companies from the beginning of the relevant performance period and the remaining 50% is linked to
a three year cumulative free cash flow measure. The revised comparator group contains European
telecommunications companies and companies which are either similar in size or market
capitalisation and/or have a similar business mix and spread to BT. For ISP awards in prior
periods, a single corporate performance measure was used, being BTs TSR measured against a
comparator group of companies from the European telecommunications sector.
Under the BT Group
Retention Share Plan (RSP), the length of retention period before awards vest is flexible. Awards
may vest annually in tranches. The shares are transferred at the end of a specified period, only if
the employee is still employed by the group.
Under the BT Group Deferred Bonus Plan (DBP) awards are granted annually to
selected employees
of the group. Shares in the company are transferred to participants at the end of three years if
they continue to be employed by the group throughout that period.
In accordance with the terms of the ISP, RSP and DBP, dividends or dividend
equivalents earned
on shares during the conditional periods are reinvested in company shares for the potential benefit
of the participants.
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 133
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
30. Share-based payments continued
Share option plans
Activity relating to share options during 2010, 2009 and 2008 is shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Sharesave |
|
|
GSOP and GLOP |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Movement in the number of share options: |
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
|
|
|
Outstanding at the beginning of the year |
|
|
136 |
|
|
|
281 |
|
|
|
272 |
|
|
|
42 |
|
|
|
46 |
|
|
|
103 |
|
Granted |
|
|
490 |
|
|
|
339 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(44 |
) |
|
|
(390 |
) |
|
|
(15 |
) |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
(10 |
) |
Exercised |
|
|
(1 |
) |
|
|
(80 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
(14 |
) |
Expired |
|
|
(47 |
) |
|
|
(14 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(33 |
) |
|
|
|
|
Outstanding at the end of the year |
|
|
534 |
|
|
|
136 |
|
|
|
281 |
|
|
|
38 |
|
|
|
42 |
|
|
|
46 |
|
|
|
|
|
Exercisable at the end of the year |
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
38 |
|
|
|
42 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year |
|
|
160 |
p |
|
|
180 |
p |
|
|
165 |
p |
|
|
256 |
p |
|
|
257 |
p |
|
|
227 |
p |
Granted |
|
|
63 |
p |
|
|
135 |
p |
|
|
269 |
p |
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
107 |
p |
|
|
153 |
p |
|
|
208 |
p |
|
|
263 |
p |
|
|
199 |
p |
|
|
251 |
p |
Exercised |
|
|
125 |
p |
|
|
155 |
p |
|
|
188 |
p |
|
|
|
|
|
|
196 |
p |
|
|
198 |
p |
Expired |
|
|
150 |
p |
|
|
178 |
p |
|
|
179 |
p |
|
|
|
|
|
|
|
|
|
|
199 |
p |
|
|
|
|
Outstanding at the end of the year |
|
|
76 |
p |
|
|
160 |
p |
|
|
180 |
p |
|
|
255 |
p |
|
|
256 |
p |
|
|
257 |
p |
|
|
|
|
Exercisable at the end of the year |
|
|
163 |
p |
|
|
195 |
p |
|
|
158 |
p |
|
|
255 |
p |
|
|
256 |
p |
|
|
257 |
p |
|
|
The weighted average share price for options exercised during the year was 136p (2009: 180p, 2008:
293p). The following table summarises information relating to options outstanding and exercisable
under all share option plans at 31 March 2010, together with their exercise prices and dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Number of |
|
|
|
Exercise |
|
|
outstanding |
|
|
exercisable |
|
|
|
price |
|
|
options |
|
|
options |
|
Normal dates of vesting and exercise (based on calendar years) |
|
per share |
|
|
millions |
|
|
millions |
|
|
BT Group Employee Sharesave Plans |
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
171p294 |
p |
|
|
16 |
|
|
|
1 |
|
2011 |
|
|
137p208 |
p |
|
|
12 |
|
|
|
|
|
2012 |
|
|
68p262 |
p |
|
|
143 |
|
|
|
|
|
2013 |
|
|
185 |
p |
|
|
8 |
|
|
|
|
|
2014 |
|
|
61p111 |
p |
|
|
355 |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
534 |
|
|
|
1 |
|
|
BT Group Legacy Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
2001-2011 |
|
|
318p648 |
p |
|
|
8 |
|
|
|
8 |
|
|
Total |
|
|
|
|
|
|
8 |
|
|
|
8 |
|
|
BT Group Global Share Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
2004-2014 |
|
|
176p199.5 |
p |
|
|
24 |
|
|
|
24 |
|
2005-2015 |
|
|
179p263 |
p |
|
|
6 |
|
|
|
6 |
|
|
Total |
|
|
|
|
|
|
30 |
|
|
|
30 |
|
|
Total options |
|
|
|
|
|
|
572 |
|
|
|
39 |
|
|
134 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
30. Share-based payments continued
The options outstanding under all share option plans at 31 March 2010, have weighted average
remaining contractual lives as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Sharesave |
|
|
|
|
|
|
GSOP and GLOP |
|
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
|
average |
|
|
outstanding |
|
|
average |
|
|
|
|
|
|
average |
|
|
outstanding |
|
|
average |
|
Range of exercise |
|
exercise |
|
|
options |
|
|
contractual |
|
|
Range of exercise |
|
|
exercise |
|
|
options |
|
|
contractual |
|
prices |
|
price |
|
|
millions |
|
|
remaining life |
|
|
prices |
|
|
price |
|
|
millions |
|
|
remaining life |
|
|
|
|
|
61p68p |
|
|
63p |
|
|
|
465 |
|
|
48 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100p 199p |
|
|
143p |
|
|
|
57 |
|
|
32 months |
|
|
|
150p-317p |
|
|
|
198p |
|
|
|
30 |
|
|
52 months |
|
200p 300p |
|
|
242p |
|
|
|
12 |
|
|
26 months |
|
|
|
318p-650p |
|
|
|
424p |
|
|
|
8 |
|
|
8 months |
|
|
|
|
|
Total |
|
|
|
|
|
|
534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
|
|
|
|
Executive share plans
Movements in executive share plans during 2010 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of shares |
|
|
|
ISP |
|
|
DBP |
|
|
RSP |
|
|
Total |
|
|
At 1 April 2009 |
|
|
75.2 |
|
|
|
15.5 |
|
|
|
1.5 |
|
|
|
92.2 |
|
Awards granted |
|
|
50.0 |
|
|
|
4.5 |
|
|
|
0.3 |
|
|
|
54.8 |
|
Awards vested |
|
|
|
|
|
|
(5.0 |
) |
|
|
(0.6 |
) |
|
|
(5.6 |
) |
Awards lapsed |
|
|
(28.4 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
(29.5 |
) |
Dividend shares reinvested |
|
|
2.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
2.8 |
|
|
At 31 March 2010 |
|
|
99.2 |
|
|
|
14.3 |
|
|
|
1.2 |
|
|
|
114.7 |
|
|
At 31 March 2010 1.1m shares (2009: 1.3m) were held in trust and 113.6m shares (2009: 90.9m)
were
held in treasury for executive share plans.
Fair value
The following table summarises the fair values and key assumptions used for grants made under the
Employee Sharesave plans and ISP in 2010, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
Employee |
|
|
|
|
|
|
Employee |
|
|
|
|
|
|
Employee |
|
|
|
|
Year ended 31 March |
|
Sharesave |
|
|
ISP |
|
|
Sharesave |
|
|
ISP |
|
|
Sharesave |
|
|
ISP |
|
|
|
|
Weighted average fair value |
|
|
14p |
|
|
|
106p |
|
|
|
27p |
|
|
|
47p |
|
|
|
71p |
|
|
|
182p |
|
Weighted average share price |
|
|
80p |
|
|
|
131p |
|
|
|
152p |
|
|
|
199p |
|
|
|
329p |
|
|
|
306p |
|
Weighted average exercise price |
|
|
63p |
|
|
|
|
|
|
|
135p |
|
|
|
|
|
|
|
269p |
|
|
|
|
|
Expected dividend yield |
|
|
5.7%6.4% |
|
|
|
6.5% |
|
|
|
4.6%6.4% |
|
|
|
4.9% |
|
|
|
5.5% |
|
|
|
5.5% |
|
Risk free rates |
|
|
2.2%2.8% |
|
|
|
2.5% |
|
|
|
2.1%5.5% |
|
|
|
5.2% |
|
|
|
5.8% |
|
|
|
5.8% |
|
Expected volatility |
|
|
26.9%30.7% |
|
|
|
38.5% |
|
|
|
20.7%28.4% |
|
|
|
23.3% |
|
|
|
22.0% |
|
|
|
18.0% |
|
|
Employee Sharesave grants, under the BT Group Employee Sharesave and the BT Group International
Employee Sharesave option plans, are valued using a Binomial option pricing model. Awards under the
ISP are valued using Monte Carlo simulations. TSRs were generated for BT and the comparator group
at the end of the three year performance period, using each companys volatility and dividend
yield, as well as the cross correlation between pairs of stocks.
Volatility has been determined by reference to BTs historical volatility which
is expected to
reflect the BT share price in the future. An expected life of three months after vesting date is
assumed for Employee Sharesave options and for all other awards the expected life is equal to the
vesting period. The risk free interest rate is based on the UK gilt curve in effect at the time of
the grant, for the expected life of the option or award.
The fair values for the RSP and DBP were determined using the market price of the
shares at
the date of grant. The weighted average share price for RSP awards granted in 2010 was 104p (2009:
151p, 2008: 310p). The weighted average share price for DBP awards granted in 2010 was 131p (2009:
203p, 2008: 319p).
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 135
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
31. Audit and non-audit services
The following fees for audit and non-audit services were paid or are payable to the companys
auditors, PricewaterhouseCoopers LLP, for the three years ended 31 March 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Year ended 31 March |
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
Audit services |
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the companys auditor and its associates for the audit of parent company
and consolidated financial statements |
|
|
2,585 |
|
|
|
2,831 |
|
|
|
2,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-audit services |
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the companys auditor and its associates for other services: |
|
|
|
|
|
|
|
|
|
|
|
|
The audit of the companys subsidiaries pursuant to legislationa |
|
|
4,732 |
|
|
|
4,675 |
|
|
|
3,848 |
|
Other services pursuant to legislationa |
|
|
867 |
|
|
|
1,211 |
|
|
|
1,590 |
|
Tax services |
|
|
792 |
|
|
|
1,247 |
|
|
|
727 |
|
Services relating to corporate finance transactionsb |
|
|
|
|
|
|
32 |
|
|
|
549 |
|
All other services |
|
|
941 |
|
|
|
887 |
|
|
|
527 |
|
|
|
|
|
|
|
9,917 |
|
|
|
10,883 |
|
|
|
10,231 |
|
|
|
|
|
a |
|
These services are audit services as defined by the Public Company Accounting
Oversight Board AU Section 550 (PCAOB AU Section 550). |
b |
|
These services are audit related services as defined by the PCAOB AU Section 550. |
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 US Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley).
The audit of the companys subsidiaries pursuant to legislation represents fees
payable for
services in relation to the audit of the financial statements of subsidiary companies.
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 appointed
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 and disposals.
All other services represents fees payable for non regulatory reporting on internal
controls
and other advice on accounting or financial matters.
The audit fee of the company was £41,000 (2009: £41,000, 2008:
£40,000).
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.
136 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management
The group issues or holds financial instruments mainly to finance its operations; to finance
corporate transactions such as dividends, share buy backs and acquisitions; 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.
Funding and exposure management
The group finances its operations primarily by a mixture of issued share capital, retained profits,
deferred taxation and long-term and short-term borrowing. The group borrows in the major long-term
bond markets in major currencies and typically, but not exclusively, these markets provide the most
cost effective means of long-term borrowing. The group uses derivative financial instruments
primarily to manage its exposure to 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 forward currency contracts to
hedge some of its currency exposures arising from funding its overseas operations, acquisitions,
overseas assets, liabilities and forward purchase commitments. The group does not hold or issue
derivative financial instruments for trading purposes. All transactions in derivative financial
instruments are undertaken to manage the risks arising from underlying business activities.
Treasury operations
The group has a centralised treasury operation whose primary role is to manage liquidity, funding,
investments and counterparty credit risk arising from transactions with financial institutions.
This treasury operation also manages the groups market risk exposures, including risks arising
from volatility in currency and interest rates. The treasury operation acts as a central bank to
members of the group providing central deposit taking, funding and foreign exchange management
services. Funding and deposit taking is usually provided in the functional currency of the relevant
entity. The treasury operation is not a profit centre and its objective is to manage financial risk
at optimum cost.
Treasury policy
The Board sets the policy for the groups treasury operation and its activities are subject to
a set of controls commensurate with the magnitude of the borrowings and investments and group wide
exposures under its management. The Board has delegated its authority to operate these polices to a
series of panels that are responsible for the management of key treasury risks and operations.
Appointment to and removal from the key panels requires approval from two of the Chairman, the
Chief Executive or the Group Finance Director. The key policies defined by the Board are
highlighted in each of the sections below.
The financial risk management of exposures arising from trading related financial
instruments, primarily trade receivables and trade payables, is through a series of policies and procedures set
at a group and line of business level. Line of business management apply these policies and
procedures and perform review processes to assess and manage financial risk exposures arising from
these financial instruments.
There has been no change in the nature of the groups risk profile between 31
March 2010 and the date of approval of these financial statements.
Capital management
The objective of the groups capital management policy is to reduce net debt whilst investing
in the business, supporting the pension scheme and delivering progressive dividends. In order to meet
this objective, the group may issue or repay debt, issue new shares, repurchase shares, or adjust
the amount of dividends paid to shareholders. The group manages the capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of
the group. The Board regularly reviews the capital structure. No changes were made to the groups
objectives and processes during 2010 and 2009.
The groups capital structure consists of net debt, committed facilities and
shareholders equity (excluding the cash flow reserve). The following analysis summarises the components which
the group manages as capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
Total parent shareholders (deficit) equity (excluding cash flow reserve) |
|
|
(2,797 |
) |
|
|
(421 |
) |
|
|
5,252 |
|
Net debt |
|
|
9,283 |
|
|
|
10,361 |
|
|
|
9,460 |
|
Committed facilities |
|
|
1,500 |
|
|
|
2,300 |
|
|
|
2,335 |
|
|
|
|
Total capital |
|
|
7,986 |
|
|
|
12,240 |
|
|
|
17,047 |
|
|
Interest rate risk management
Management policy
The group has interest bearing financial assets and financial liabilities which may expose the
group to either cash flow or fair value volatility. The groups policy, as prescribed by the Board,
is to ensure that at least 70% of net debt is at fixed rates. Short-term interest rate management
is delegated to the treasury operation whilst long-term interest rate management decisions require
further approval from the Group Finance Director, Director Treasury, Tax and Risk Management or the
Treasurer who have been delegated such authority by the Board.
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 137
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Hedging strategy
In order to manage the groups interest rate mix profile, the group has entered into swap
agreements with commercial banks and other institutions to vary the amounts and periods for which
interest rates on borrowings are fixed. Under cross currency swaps, the group agrees with other
parties to exchange, at specified intervals, US Dollar and Euro fixed rates into either fixed or
floating Sterling interest amounts calculated by reference to an agreed notional principal amount.
Under Sterling interest rate swaps, the group agrees with other parties to exchange, at specified
intervals, the differences between fixed rate and floating rate Sterling interest amounts
calculated by reference to an agreed notional principal amount. The group uses a combination of
these derivatives to primarily fix its interest rates.
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. Outstanding currency and interest
rate swaps at 31 March 2010 are detailed in the Hedging activities and Other derivatives sections
below.
At 31 March 2010 the groups fixed floating interest rate profile, after
hedging, on gross debt
was 91:9 (2009: 87:13).
Sensitivities
The group is exposed to volatility in the income statement and shareholders equity arising
from
changes in interest rates. To demonstrate this volatility, management have concluded that a 100
basis point increase (2009: 100 basis point increase) in interest rates and parallel shift in yield
curves across Sterling, US Dollar and Euro currencies is a reasonable benchmark for performing a
sensitivity analysis. All adjustments to interest rates for the impacted financial instruments are
assumed to take effect from the respective balance sheet date.
After the impact of hedging, the groups main exposure to interest rate
volatility in the
income statement arises from fair value movements on derivatives not in hedging relationships and
on variable rate borrowings and investments which are largely influenced by Sterling interest
rates. Trade payables, trade receivables and other financial instruments do not present a material
exposure to interest rate volatility. With all other factors remaining constant and based on the
composition of net debt at 31 March 2010, a 100 basis point increase (2009 and 2008: 100 basis
point increase) in Sterling interest rates would decrease the groups annual net finance expense by
approximately £17m (2009: £5m, 2008: £5m).
The groups main exposure to interest rate volatility within shareholders
equity, as defined
in IFRS 7, arises from fair value movements on derivatives held in the cash flow reserve. The
derivatives have an underlying interest rate exposure to Sterling, Euro and US Dollar rates. With
all other factors remaining constant and based on the composition of derivatives included in the
cash flow reserve at the balance sheet date, a 100 basis point increase (2009 and 2008: 100 basis
point increase) in interest rates in each of the currencies would impact equity, before tax, as
detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Charge |
|
|
Charge |
|
|
Charge |
|
At 31 March |
|
(credit) |
|
|
(credit) |
|
|
(credit) |
|
|
Sterling interest rates |
|
|
496 |
|
|
|
550 |
|
|
|
470 |
|
US Dollar interest rates |
|
|
(392 |
) |
|
|
(538 |
) |
|
|
(347 |
) |
Euro interest rates |
|
|
(134 |
) |
|
|
(149 |
) |
|
|
(90 |
) |
|
The impact as a result of a 100 basis point decrease in interest rates would have broadly the same
impact in the opposite direction.
The long-term debt instruments which the group issued in December 2000 and
February 2001 both
contained covenants providing that if the BT Group credit rating were downgraded below A3 in the
case of Moodys or below A in the case of Standard & Poors (S&P), additional interest would
accrue from the next coupon period at a rate of 0.25 percentage points for each ratings category
adjustment by each ratings agency. In February 2010 S&P downgraded BTs credit rating to BBB.
Prior to this in March 2009, Moodys and S&P downgraded BTs credit rating to Baa2 and BBB,
respectively. Based on the total debt of £4.4bn outstanding on these instruments at
31 March 2010, the groups finance expense would increase/decrease by approximately £9m in the year
ending 31 March 2011 if BTs credit rating were to be downgraded/upgraded respectively by one
credit rating category by both agencies below a long-term debt rating of Baa2/BBB.
In addition, the groups 600m 2014 bond issued in June 2009 would
attract an additional 1.25
percentage points for a downgrade by one credit rating category by both Moodys and S&P below
Baa3/BBB, respectively. This would result in an additional finance expense of £5m in the year
ending 31 March 2011.
Foreign exchange risk management
Management policy
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. The Boards policy for foreign exchange risk management defines the types of
transactions which should normally be covered, including significant operational, funding and
currency interest exposures, and the period over which cover should extend for the different types
of transactions. Short-term foreign exchange management is delegated to the treasury operation
whilst long-term foreign exchange management decisions require further approval from the Group
Finance Director, Director Treasury, Tax and Risk Management or the Treasurer who have been
delegated such authority by the Board. The policy delegates authority to the Director Treasury, Tax
and Risk Management to take positions of up to £100m and for the Group Finance Director to take
positions of up to £1bn.
138 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Exposure and hedging
A significant proportion of the groups current revenue is invoiced in Sterling, and a
significant
element of its operations and costs arise within the UK. The groups overseas operations generally
trade and are funded in their functional currency which limits their exposure to foreign exchange
volatility. The groups foreign currency borrowings, which totalled £9.4bn at 31 March 2010 (2009:
£9.9bn), are used to finance its operations and have been predominantly swapped into Sterling using
cross currency swaps. 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 denominated in US Dollar, Euro and Asia
Pacific region currencies. As a result, the groups exposure to foreign currency arises mainly on
its non UK subsidiary investments and on residual currency trading flows.
Sensitivities
After hedging, with all other factors remaining constant and based on the composition of assets and
liabilities at the balance sheet date, the groups exposure to foreign exchange volatility in the
income statement from a 10% strengthening/weakening in Sterling against other currencies would
result in a credit/charge respectively of approximately £26m (2009: approximately £20m).
The groups main exposure to foreign exchange volatility within
shareholders equity
(excluding translation exposures) arises from fair value movements on derivatives held in the cash
flow reserve. The majority of foreign exchange fluctuations in the cash flow reserve are recycled
immediately to the income statement to match the hedged item and therefore the groups exposure to
foreign exchange fluctuations in equity would be insignificant in both 2010 and 2009.
Outstanding cross currency swaps at 31 March 2010 are detailed in the Hedging
activities and Other
derivatives sections below.
Credit risk management
Treasury management policy
The groups exposure to credit risk arises from financial assets transacted by the treasury
operation (primarily derivatives, investments, cash and cash equivalents) and from its trading
related receivables. For treasury related balances, the Boards defined policy restricts exposure
to any one counterparty by setting credit limits based on the credit quality as defined by Moodys
and Standard and Poors and by defining the types of financial instruments which may be transacted.
The minimum credit ratings permitted with counterparties are A3/A for long-term and P1/A1 for
short-term investments. The treasury operation continuously reviews the limits applied to
counterparties and will adjust the limit according to the nature and credit standing of the
counterparty up to the maximum allowable limit set by the Board. Management review significant
utilisations on a regular basis to determine the adjustments required, if any, and actively manage
any exposures which may arise. Where multiple transactions are undertaken with a single
counterparty, or group of related counterparties, the group may enter into netting arrangements to
reduce the groups exposure to credit risk. The group makes use of standard International Swaps and
Derivative Association (ISDA) documentation. In addition, where possible the group will seek a
combination of a legal right of set off and net settlement. The group also seeks collateral or
other security where it is considered necessary. The treasury operation regularly reviews the
credit limits applied when investing with counterparties in response to market conditions and
continues to monitor their credit quality and actively manage any exposures which arise.
Exposures
The maximum credit risk exposure of the groups financial assets at the balance sheet date are
as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
Derivative financial assets |
|
|
1,700 |
|
|
|
2,700 |
|
|
|
387 |
|
Investments |
|
|
470 |
|
|
|
218 |
|
|
|
471 |
|
Trade and other receivablesa |
|
|
2,947 |
|
|
|
3,101 |
|
|
|
3,193 |
|
Cash and cash equivalents |
|
|
1,452 |
|
|
|
1,300 |
|
|
|
1,435 |
|
|
|
|
|
Total |
|
|
6,569 |
|
|
|
7,319 |
|
|
|
5,486 |
|
|
|
|
|
a |
|
The carrying amount excludes £749m (2009: £1,084m, 2008: £1,256m) of current and £336m
(2009: £322m, 2008: £854m) of non current trade and other receivables which relate to non financial
assets. |
Note 19 discloses the credit concentration and credit quality of derivative financial assets. The
majority of these derivatives are in designated cash flow hedges. With all other factors remaining
constant and based on the composition of net derivative financial assets at 31 March 2010, a 100
basis point shift in yield curves across each of the ratings categories within which these
derivative financial assets are classified would change their carrying values and impact equity,
before tax, as follows:
|
|
|
|
|
|
|
|
|
|
|
Impact of 100 basis |
|
|
Impact of 100 basis |
|
|
|
point increase |
|
|
point decrease |
|
At 31 March 2010 |
|
£m |
|
|
£m |
|
|
Moodys/S&P credit rating |
|
|
|
|
|
|
|
|
Aa2/AA |
|
|
(3 |
) |
|
|
4 |
|
Aa3/AA |
|
|
(26 |
) |
|
|
30 |
|
A1/A+ |
|
|
(89 |
) |
|
|
104 |
|
A2/A |
|
|
(102 |
) |
|
|
122 |
|
|
|
|
|
(220 |
) |
|
|
260 |
|
|
The credit quality of other treasury related financial assets is disclosed in notes 10 and
14.
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 139
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Operational management policy
The groups credit policy for trading related financial assets is applied and managed by each
of
the lines of business to ensure compliance. The policy requires that the creditworthiness and
financial strength of customers is assessed at inception and on an ongoing basis. Payment terms are
set in accordance with industry standards. The group will also enhance credit protection when
appropriate, taking into consideration the customers exposure to the group, by applying processes
which include netting and off setting, and requesting securities such as deposits, guarantees and
letters of credit. The group takes proactive steps to minimise the impact of adverse market
conditions on trading related financial assets. The concentration of credit risk for trading
balances of the group is provided in note 17 which analyses outstanding balances by line of
business and reflects the nature of customers in each line of business.
Liquidity risk management
Management policy
The group ensures its liquidity is maintained by entering into short, medium and long-term
Financial instruments to support operational and other funding requirements. On at least an annual
basis the Board reviews and approves the maximum long-term funding of the group and on an ongoing
basis considers any related matters. Short and medium-term requirements are regularly reviewed and
managed by the treasury operation within the parameters of the policies set by the Board.
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. The Board reviews forecasts,
including cash flow forecasts, on a quarterly basis. The treasury operation reviews cash flows more
frequently to assess the short and medium-term requirements. These assessments ensure the group
responds to possible future cash constraints in a timely manner. Liquid assets surplus to the
immediate operating requirements of the group are generally invested and managed by the treasury
operation. Requests from group companies for operating finance are met whenever possible from
central resources.
Liquidity position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
Net debt |
|
|
9,283 |
|
|
|
10,361 |
|
|
|
9,460 |
|
|
During 2010, the groups net debt decreased from £10.4bn to £9.3bn primarily driven
by higher free
cash flow partially offset by the pension deficit payment of £525m in December 2010. During 2010,
debt amounting to £1bn matured consisting of £0.7bn of commercial paper and £0.3bn of long-term
debt. This was offset by new issuance of a 600m bond at 6.125% repayable in 2014 which was swapped
into £520m at a fixed semi-annual rate of 6.8%. During 2009, the groups net debt increased from
£9.5bn to £10.4bn primarily driven by lower free cash flow being exceeded by dividend and share buy
back payments. During 2009, debt amounting to £0.9bn matured consisting of bank notes and Sterling
floating notes. This was offset by new issuances of £1.5bn mainly consisting of a 1bn bond at 6.5%
repayable in 2015, which was swapped into £0.8bn at an average annualised Sterling interest rate of
7.7%, and commercial paper. In addition, investments of £0.3bn matured.
During 2010 and 2009 the group issued commercial paper and held cash, cash equivalents
and
current asset investments in order to manage short-term liquidity requirements. At 31 March 2010
the group had an undrawn committed borrowing facility of £1.5bn (2009: £1.5bn). The facility is
available for the period to January 2013. The group had an additional undrawn committed borrowing
facility of £900m which expired in March 2010.
Refinancing risk is managed by limiting the amount of borrowing that matures within
any
specified period and having appropriate strategies in place to manage refinancing needs as they
arise. The group has two significant term debt maturities during the 2011 financial year. In
December 2010 the groups US Dollar 8.625% note matures with a principal of $2,883m (£1,742m at
swapped rates) and in February 2011 a Euro 7.375% note matures with a principal of 1,125m (£758m
at swapped rates). The group has built up significant liquidity in anticipation of these maturities
which, alongside cash flows generated from operations and the groups financing strategy, will fund
this requirement. In May 2010, the group entered into a £650m two-year facility arrangement. There
are no term debt maturities in the 2012 financial year. At 31 March 2010, the groups credit rating
was BBB with stable outlook with S&P and Baa2 with negative outlook with Moodys respectively
(2009: BBB with stable outlook/Baa2 with negative outlook).
140 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
The groups remaining contractually agreed cash flows, including interest, associated with
financial liabilities based on undiscounted cash flows are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one |
|
|
Between |
|
|
Between |
|
|
Between |
|
|
Between |
|
|
|
|
|
|
Carrying |
|
|
year, or on |
|
|
one and |
|
|
two and |
|
|
three and |
|
|
four and |
|
|
After |
|
|
|
amount |
|
|
demand |
|
|
two years |
|
|
three years |
|
|
four years |
|
|
five years |
|
|
five years |
|
Outflow (inflow)d |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 31 March 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
12,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
2,937 |
|
|
|
18 |
|
|
|
1,763 |
|
|
|
11 |
|
|
|
1,213 |
|
|
|
6,523 |
|
Interest |
|
|
|
|
|
|
833 |
|
|
|
581 |
|
|
|
581 |
|
|
|
484 |
|
|
|
484 |
|
|
|
4,016 |
|
Trade and other payablesa |
|
|
4,672 |
|
|
|
4,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisionsb |
|
|
255 |
|
|
|
61 |
|
|
|
37 |
|
|
|
30 |
|
|
|
26 |
|
|
|
45 |
|
|
|
143 |
|
Derivative financial instrument liabilities
analysed based on earliest payment datec |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
662 |
|
|
|
450 |
|
|
|
78 |
|
|
|
185 |
|
|
|
65 |
|
|
|
(215 |
) |
|
|
745 |
|
Gross settled |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outflow |
|
|
|
|
|
|
1,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflow |
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
8,960 |
|
|
|
714 |
|
|
|
2,559 |
|
|
|
586 |
|
|
|
1,527 |
|
|
|
11,427 |
|
|
Derivative financial instrument liabilities
analysed based on holding instrument
to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
662 |
|
|
|
193 |
|
|
|
92 |
|
|
|
93 |
|
|
|
92 |
|
|
|
93 |
|
|
|
745 |
|
Gross settled |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outflow |
|
|
|
|
|
|
424 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
577 |
|
Inflow |
|
|
|
|
|
|
(413 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(577 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one |
|
|
Between |
|
|
Between |
|
|
Between |
|
|
Between |
|
|
|
|
|
|
Carrying |
|
|
year, or on |
|
|
one and |
|
|
two and |
|
|
three and |
|
|
four and |
|
|
After |
|
|
|
amount |
|
|
demand |
|
|
two years |
|
|
three years |
|
|
four years |
|
|
five years |
|
|
five years |
|
Outflow (inflow)d |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 31 March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
|
|
13,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
1,227 |
|
|
|
3,098 |
|
|
|
10 |
|
|
|
1,829 |
|
|
|
14 |
|
|
|
7,412 |
|
Interest |
|
|
|
|
|
|
906 |
|
|
|
900 |
|
|
|
649 |
|
|
|
650 |
|
|
|
550 |
|
|
|
5,333 |
|
Trade and other payablesa |
|
|
5,354 |
|
|
|
5,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisionsb |
|
|
166 |
|
|
|
59 |
|
|
|
17 |
|
|
|
15 |
|
|
|
13 |
|
|
|
8 |
|
|
|
119 |
|
Derivative financial instrument liabilities
analysed based on earliest payment datec |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
762 |
|
|
|
244 |
|
|
|
338 |
|
|
|
28 |
|
|
|
50 |
|
|
|
19 |
|
|
|
30 |
|
Gross settled |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outflow |
|
|
|
|
|
|
414 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflow |
|
|
|
|
|
|
(409 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
7,795 |
|
|
|
4,353 |
|
|
|
702 |
|
|
|
2,542 |
|
|
|
591 |
|
|
|
12,894 |
|
|
Derivative financial instrument liabilities
analysed based on holding instrument
to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
762 |
|
|
|
117 |
|
|
|
117 |
|
|
|
60 |
|
|
|
60 |
|
|
|
60 |
|
|
|
634 |
|
Gross settled |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outflow |
|
|
|
|
|
|
414 |
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflow |
|
|
|
|
|
|
(409 |
) |
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
The carrying amount excludes £1,859m (2009: £1,861m) of current and £804m (2009:
£794m) of non current trade and other payables which relate to non financial liabilities. |
b |
|
The carrying amount excludes £73m (2009: £195m) of current and £513m (2009: £359m) of
non current provisions which relate to non financial liabilities. |
c |
|
Certain derivative financial instrument liabilities contain break clauses whereby
either the group or bank counterparty can terminate the swap on certain dates and the mark to
market position is settled in cash. |
d |
|
Foreign currency related cash flows were translated at the closing rate as at the
relevant reporting date. Future variable interest rate cash flows were calculated using the most
recent rate applied at the relevant balance sheet date. |
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 141
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Price risk management
The group has limited exposure to price risk.
Hedging activities
The group had outstanding hedging activities as at 31 March 2010 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative fair valueb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
|
|
|
|
|
|
Remaining term |
|
Weighted average |
|
Period over |
|
|
|
|
|
|
|
principal |
|
|
Asset |
|
|
Liability |
|
|
of hedging |
|
interest rate on |
|
which forecast |
|
Hedged item |
|
Hedging instruments |
|
Hedge type |
|
£m |
|
|
£m |
|
|
£m |
|
|
instruments |
|
hedging instruments |
|
transaction arises |
|
|
Euro and US Dollar |
|
Interest rate swaps |
|
Cash flow |
|
|
2,913 |
|
|
|
|
|
|
|
361 |
|
|
9 months to 21 years |
|
Sterling receivable at 0.8% |
|
|
|
|
denominated borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 5.9% |
|
|
|
|
|
|
Cross currency swaps |
|
Cash flow |
|
|
7,612 |
|
|
|
1,571 |
|
|
|
30 |
|
|
9 months to 21 years |
|
Euro receivable at 6.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar receivable at 7.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 6.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling denominated |
|
Interest rate swaps |
|
Fair value |
|
|
500 |
|
|
|
|
|
|
|
6 |
|
|
19 years |
|
Sterling receivable at 5.8% |
|
|
|
|
borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 2.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro and US Dollar step up |
|
Forward currency contracts |
|
Cash flow |
|
|
247 |
|
|
|
16 |
|
|
|
|
|
|
|
3 to 9 months |
|
|
|
|
|
21 years |
|
interest on currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
denominated borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency exposures on overseas |
|
Forward currency contracts |
|
Cash flow |
|
|
161 |
|
|
|
|
|
|
|
4 |
|
|
1 month |
|
|
|
|
|
12 months |
|
purchases principally US Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
and Asia Pacific currencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
180 |
|
|
|
7 |
|
|
|
|
|
|
|
1 to 9 months |
|
|
|
|
|
|
|
|
denominated retail devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a See note 18. b See note 19. |
The group had outstanding hedging activities as at 31 March 2009 as follows: |
|
|
|
|
|
|
|
|
|
|
|
Derivative fair valueb |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
|
|
|
|
|
|
|
|
Remaining term |
|
Weighted average |
|
Period over |
|
|
|
|
|
|
|
principal |
|
|
Asset |
|
|
Liability |
|
|
of hedging |
|
interest rate on |
|
which forecast |
|
Hedged item |
|
Hedging instruments |
|
Hedge type |
|
£m |
|
|
£m |
|
|
£m |
|
|
instruments |
|
hedging instruments |
|
transaction arises |
|
|
Euro and US Dollar |
|
Interest rate swaps |
|
Cash flow |
|
|
2,913 |
|
|
|
|
|
|
|
446 |
|
|
|
2 to 22 years |
|
Sterling receivable at 3.0% |
|
|
|
|
denominated borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 5.9% |
|
|
|
|
|
|
Cross currency swaps |
|
Cash flow and fair value |
|
|
7,227 |
|
|
|
2,559 |
|
|
|
1 |
|
|
5 months to 22 years |
|
Euro receivable at 6.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar receivable at 7.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 7.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro and US Dollar step up |
|
Forward currency contracts |
|
Cash flow |
|
|
223 |
|
|
|
9 |
|
|
|
|
|
|
|
3 to 5 months |
|
|
|
|
|
22 years |
|
interest on currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
denominated borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro and US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
490 |
|
|
|
17 |
|
|
|
|
|
|
Less than 3 months |
|
|
|
|
|
|
|
|
commercial papera |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
48 |
|
|
|
|
|
|
|
1 |
|
|
Less than 1 month |
|
|
|
|
|
4 years |
|
denominated fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro deferred consideration |
|
Forward currency contracts |
|
Cash flow |
|
|
50 |
|
|
|
1 |
|
|
|
|
|
|
Less than 5 months |
|
|
|
|
|
|
|
|
on acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
See note 18. |
|
b |
|
See note 19. |
Other derivatives
At 31 March 2010, the group held certain foreign currency forward and interest rate swap
contracts
which 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 £189m for purchases of currency (2009: £533m) and had a maturity period of under one
month (2009: under nine months). Interest rate swaps not in hedging relationships under IAS 39 had
a notional principal amount of £1.9bn (2009: £1.9bn) and mature between 2014 and 2030 (2009: 2014
and 2030). The interest receivable under these swap contracts is at a weighted average rate of 4.2%
(2009: 6%) and interest payable is at a weighted average rate of 5.8% (2009: 7.6%). The volatility
arising from these swaps is recognised through the income statement but is limited due to a natural
offset in their fair value movements. In 2009 the group entered into credit default swap contracts
to economically hedge part of its US Dollar denominated derivative financial assets, which had a
notional principal of $90m. These derivatives matured in 2010.
142 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Fair value of financial instruments
The table below discloses the carrying amounts and fair values of all of the groups financial
instruments which are not carried at an amount which approximates to their fair value on the
balance sheet at 31 March 2010, 2009 and 2008. The carrying amounts are included in the group
balance sheet under the indicated headings. 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 were the estimated amounts,
calculated using discounted cash flow models taking into account market rates of interest and
foreign exchange at the balance sheet date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
Fair value |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Listed bonds, debentures and notes |
|
|
12,157 |
|
|
|
12,189 |
|
|
|
9,298 |
|
|
|
13,304 |
|
|
|
11,384 |
|
|
|
9,436 |
|
Finance leases |
|
|
304 |
|
|
|
332 |
|
|
|
320 |
|
|
|
343 |
|
|
|
366 |
|
|
|
347 |
|
Other loans and borrowings |
|
|
330 |
|
|
|
1,386 |
|
|
|
1,724 |
|
|
|
354 |
|
|
|
1,338 |
|
|
|
1,690 |
|
|
The table below shows certain financial assets and financial
liabilities that have been measured at
fair value, analysed by the level of valuation method. The three levels of valuation methodology
used are:
4 |
|
Level 1 uses quoted prices in active markets for identical assets or liabilities |
|
4 |
|
Level 2 uses inputs for the asset or liability other than quoted prices, that are observable
either directly or indirectly |
|
4 |
|
Level 3 uses inputs for the asset or liability that are not based on observable market data such
as internal models or other valuation methods. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
At 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Financial assets at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current and current derivative financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as accounting hedges |
|
|
|
|
|
|
1,594 |
|
|
|
|
|
|
|
1,594 |
|
Other derivatives |
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
106 |
|
|
Total current and non current derivative financial assets (note 19) |
|
|
|
|
|
|
1,700 |
|
|
|
|
|
|
|
1,700 |
|
|
Available-for-sale financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non current and current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquid investments |
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
258 |
|
Other investments |
|
|
20 |
|
|
|
|
|
|
|
12 |
|
|
|
32 |
|
|
Total non current and current investments (note 14) |
|
|
20 |
|
|
|
258 |
|
|
|
12 |
|
|
|
290 |
|
|
Total financial assets at fair value |
|
|
20 |
|
|
|
1,958 |
|
|
|
12 |
|
|
|
1,990 |
|
|
Financial liabilities at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current and non current derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as accounting hedges |
|
|
|
|
|
|
401 |
|
|
|
|
|
|
|
401 |
|
Other derivatives |
|
|
|
|
|
|
298 |
|
|
|
|
|
|
|
298 |
|
|
Total current and non current financial liabilities (note 19) |
|
|
|
|
|
|
699 |
|
|
|
|
|
|
|
699 |
|
|
Total financial liabilities at fair value |
|
|
|
|
|
|
699 |
|
|
|
|
|
|
|
699 |
|
|
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 143
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
32. Financial instruments and risk management continued
Movements in 2010 for financial instruments measured using Level 3 valuation methods are presented
below:
|
|
|
|
|
|
|
Other investments |
|
|
|
£m |
|
|
At 1 April 2009 |
|
|
11 |
|
Additions |
|
|
3 |
|
Disposals |
|
|
(2 |
) |
|
At 31 March 2010 |
|
|
12 |
|
|
There were no losses recognised in the income statement in respect of Level 3 assets held at 31
March 2010.
144 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
REPORT OF THE INDEPENDENT AUDITORS PARENT COMPANY FINANCIAL
STATEMENTS
We have audited the parent company financial statements of BT Group plc for the year ended 31 March
2010 which comprise the BT Group plc company balance sheet, the BT Group plc company reconciliation
of movement in equity shareholders funds, the related notes and the BT Group plc accounting
policies. The financial reporting framework that has been applied in their preparation is
applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
Respective responsibilities of directors and auditors
As explained more fully in the Statement of directors responsibilities set out on page 84,
the
directors are responsible for the preparation of the parent company financial statements and for
being satisfied that they give a true and fair view. Our responsibility is to audit the parent
company financial statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards
Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the
companys members
as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, 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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the parent companys circumstances and have been
consistently applied and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion the parent company financial statements:
4 |
|
give a true and fair view of the state of the companys affairs as at 31 March 2010; |
|
4 |
|
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and |
|
4 |
|
have been prepared in accordance with the requirements of the Companies Act 2006. |
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
4 |
|
the part of the Report on directors remuneration to be audited has been properly prepared in
accordance with the Companies Act 2006; and |
|
4 |
|
the information given in the Report of the directors for the financial year for which the parent
company financial statements are prepared is consistent with the parent company financial
statements. |
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires
us to report to you if, in our opinion:
4 |
|
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or |
|
4 |
|
the parent company financial statements and the part of the Report on directors remuneration to
be audited are not in agreement with the accounting records and returns; or |
|
4 |
|
certain disclosures of directors remuneration specified by law are not made; or |
|
4 |
|
we have not received all the information and explanations we require for our audit. |
Other matter
We have reported separately on the consolidated financial statements of BT Group plc for the year
ended 31 March 2010.
Philip Rivett (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
12 May 2010
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 145
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS OF BT GROUP PLC
BT Group plc accounting policies
(i) Accounting basis
As used in these financial statements and associated notes, the term company refers to
BT Group
plc. These separate financial statements of the company are presented as required by the Companies
Act 2006. The separate financial statements have been prepared in accordance with UK Generally
Accepted Accounting Principles (UK GAAP).
The financial statements are prepared on a going concern basis and under the
historical cost
convention as modified by the revaluation of certain financial instruments at fair value.
As permitted by Section 408(3) of the Companies Act 2006, the companys
profit and loss
account has not been presented.
The BT Group plc consolidated financial statements for the year ended 31
March 2010 contain a
consolidated statement of cash flows. Consequently, the company has taken advantage of the
exemption in FRS 1, Cash Flow Statements, not to present its own cash flow statement.
The BT Group plc consolidated financial statements for the year ended 31
March 2010 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 2010 contain
financial instrument disclosures which comply with FRS 29, Financial Instruments: Disclosures.
Consequently, the company is exempted from the disclosure requirements of FRS 29 in respect of its
financial instruments.
(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) 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.
(iv) 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.
(v) 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.
(vi) Cash
Cash includes cash in hand and bank deposits repayable on demand.
(vii) 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.
The company has adopted the amendment to FRS 20 (IFRS 2) Share-based
payment Vesting
Conditions and Cancellations with effect from 1 April 2009. The amendment requires retrospective
adjustment and therefore prior period comparatives have been restated. This has resulted in an
increase of £110m in the carrying value of investments in subsidiary undertakings in the year ended
31 March 2009. A corresponding increase to equity shareholders funds representing the additional
capital contribution has also been recognised.
Other information
(i) Dividends
The Board recommends that a final dividend in respect of the year ended 31 March 2010 of 4.6p
will
be paid to shareholders on 6 September 2010, taking the full year proposed dividend in respect of
the 2010 financial year to 6.9p (2009: 6.5p). This dividend is subject to shareholder approval at
the Annual General Meeting and therefore the liability of approximately £356m (2009: £85m) has not
been included in these financial statements.
(ii) Employees
The executive directors and the Chairman of BT Group plc were the only employees of the company
during 2010. The costs relating to qualifying services provided to the companys principal
subsidiary, British Telecommunications plc, are recharged to that company.
(iii) Audit fees
The audit fee in respect of the parent company was £41,000 (2009: £41,000). Fees payable
to
PricewaterhouseCoopers LLP for non-audit services to the company are not required to be disclosed
as they are included within note 31 to the consolidated financial statements of BT Group plc.
146 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS FINANCIAL STATEMENTS OF BT GROUP PLC
BT Group plc company balance sheet
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
e |
At 31 March |
|
£m |
|
|
£m |
|
|
Fixed assets |
|
|
|
|
|
|
|
|
Investments in subsidiary undertakingsa |
|
|
10,349 |
|
|
|
10,278 |
|
|
|
|
Total fixed assets |
|
|
10,349 |
|
|
|
10,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Debtorsb |
|
|
|
|
|
|
142 |
|
|
|
|
Cash at bank and in hand |
|
|
11 |
|
|
|
13 |
|
|
|
|
Total current assets |
|
|
11 |
|
|
|
155 |
|
|
|
|
Creditors: amounts falling due within one yearc |
|
|
186 |
|
|
|
65 |
|
|
|
|
Net current (liabilities) assets |
|
|
(175 |
) |
|
|
90 |
|
|
|
|
Total assets less current liabilities |
|
|
10,174 |
|
|
|
10,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
Called up share capital |
|
|
408 |
|
|
|
408 |
|
Share premium account |
|
|
62 |
|
|
|
62 |
|
Capital redemption reserve |
|
|
27 |
|
|
|
27 |
|
Treasury shares reserve |
|
|
(1,105 |
) |
|
|
(1,109 |
) |
Profit and loss account |
|
|
10,782 |
|
|
|
10,980 |
|
|
|
|
Total
equity shareholders
fundsd |
|
|
10,174 |
|
|
|
10,368 |
|
|
|
|
|
a |
|
Throughout 2010, the company held a 100% investment in BT Group Investments Limited, a
company registered in England and Wales. The change to investments in subsidiary undertakings
relates to additional capital contributions in respect of share-based payments of £71m in 2010
(2009: £141m). |
|
b |
|
Debtors consists of amounts owed by subsidiary undertakings of £nil (2009: £142m). |
|
c |
|
Creditors consists of amounts owed to subsidiary undertakings of £166m (2009: £15m)
and other creditors of £20m (2009: £50m). |
|
d |
|
The movements in total equity shareholders funds shown on page 148. |
|
e |
|
Restated. See page 146. |
The financial statements of the company on pages 146 to 149 were approved by the Board of the
directors on 12 May 2010 and were signed on its behalf by
Sir Michael Rake
Chairman
Ian Livingston
Chief Executive
Tony Chanmugam
Group Finance Director
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 147
FINANCIAL STATEMENTS FINANCIAL STATEMENTS OF BT GROUP PLC
BT Group plc company reconciliation of movement in equity shareholders
funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
Profit |
|
|
|
|
|
|
Share |
|
|
Share premium |
|
|
redemption |
|
|
Treasury |
|
|
and loss |
|
|
|
|
|
|
capital |
a |
|
account |
|
|
reserve |
|
|
reserve |
b |
|
account |
b,c |
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2008 |
|
|
420 |
|
|
|
62 |
|
|
|
15 |
|
|
|
(1,843 |
) |
|
|
12,356 |
|
|
|
11,010 |
|
Profit for the financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
502 |
|
|
|
502 |
|
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,222 |
) |
|
|
(1,222 |
) |
Change in accounting policy for adoption of the
amendment to FRS 20 (see page 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
110 |
|
Capital contribution in respect of share-based
payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
31 |
|
Net purchase of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63 |
) |
|
|
|
|
|
|
(63 |
) |
Cancellation of shares |
|
|
(12 |
) |
|
|
|
|
|
|
12 |
|
|
|
797 |
|
|
|
(797 |
) |
|
|
|
|
|
At 1 April 2009 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
(1,109 |
) |
|
|
10,980 |
|
|
|
10,368 |
|
Loss for the financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
(6 |
) |
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(263 |
) |
|
|
(263 |
) |
Capital contribution in respect of share-based
payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71 |
|
|
|
71 |
|
Net issue of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
At 31 March 2010 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
(1,105 |
) |
|
|
10,782 |
|
|
|
10,174 |
|
|
|
|
|
a |
|
The authorised share capital of the company up to 1 October 2009 was £13,463m,
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 2010 was £408m (2009: £408m), representing
8,151,227,027 ordinary shares of 5p each (2009: 8,151,227,029). |
|
b |
|
During 2010, the company repurchased nil (2009: 142,608,225) of its own shares of 5p
each, nil % (2009: 2%) of the called-up share capital, for consideration (including transaction
costs) of £nil (2009: £189m). In addition, 8,320,766 shares (2009: 90,626,518) were issued from
treasury to satisfy obligations under employee share schemes and executive share awards at a cost
of £4m (2009: £126m), and nil treasury shares (2009: 250,000,000) were cancelled at a cost of £nil
(2009: £797m). At 31 March 2010, 400,906,119 shares (2009: 409,226,885) with an aggregate nominal
value of £20m (2009: £20m) were held as treasury shares at cost. |
|
c |
|
The loss for the financial year, dealt with in the profit and loss account of the
company after taking into account dividends received from subsidiary undertakings, was £6m (2009:
profit of £502m). As permitted by Section 408(3) of the Companies Act 2006, no profit and loss
account of the company is presented. |
148 BT
GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
SUBSIDIARY UNDERTAKINGS AND ASSOCIATE
The tables below give brief details of the groups principala operating
subsidiariesb and associate at 31 March 2010. All subsidiaries are unlisted and held
through an intermediate holding company, unless otherwise stated. No subsidiaries are excluded from
the group consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
Group interest |
|
Country |
|
Subsidiary undertakings |
|
Activity |
|
in allotted capitalc |
|
of operation |
d |
|
|
British Telecommunications plc |
|
Communications related services and products provider |
|
100% ordinary |
|
UK |
|
|
|
BT Americas Incd |
|
Communications related services, systems integration and |
|
100% common |
|
International |
|
|
|
products provider |
|
|
|
|
|
|
|
|
BT Australasia Pty Limited |
|
Communications related services and products provider |
|
100% ordinary |
|
Australia |
|
|
|
|
|
100% preference |
|
|
|
|
|
|
BT Centre Nominee 2 Limited |
|
Property holding company |
|
100% ordinary |
|
UK |
|
|
|
BT Communications do Brasil Limitada |
|
Communications related services, technology consulting |
|
100% ordinary |
|
Brazil |
|
|
|
and products provider |
|
|
|
|
|
|
|
|
BT Communications Ireland Limited |
|
Telecommunications service provider |
|
100% ordinary |
|
Ireland |
|
|
|
BT Conferencing Inc |
|
Audio, video and web collaboration services provider |
|
100% common |
|
US |
|
|
|
BT Conferencing Video Inc |
|
Audio, video and web collaboration services provider |
|
100% common |
|
US |
|
|
|
BT Convergent Solutions Limited |
|
Communications related services and products provider |
|
100% ordinary |
|
UK |
|
|
|
BT Engage IT Limited |
|
IT solutions provider |
|
100% ordinary |
|
UK |
|
|
|
BT ESPANA, Compania de Servicios Globales de |
|
Communications related services and products provider |
|
100% ordinary |
|
Spain |
|
Telecommunicaciones, SA |
|
|
|
|
|
|
|
|
|
|
BT Fleet Limited |
|
Fleet management company |
|
100% ordinary |
|
UK |
|
|
|
BT France SA |
|
Communications related services, systems integration and |
|
100% ordinary |
|
France |
|
|
|
products provider |
|
|
|
|
|
|
|
|
BT Frontline Pte Ltd |
|
Communications related services and products provider |
|
100% ordinary |
|
Singapore |
|
|
|
BT (Germany) GmbH & Co oHG |
|
Communications related services and products provider |
|
100% ordinary |
|
Germany |
|
|
|
BT Global Communications India Private Limited |
|
Communications related services |
|
100% ordinary |
|
India |
|
|
|
BT Global Services Limited |
|
International telecommunications network systems provider |
|
100% ordinary |
|
UK |
|
|
|
BT Holdings Limited |
|
Investment holding company |
|
100% ordinary |
|
UK |
|
|
|
BT Hong Kong Limited |
|
Communications related services and products provider |
|
100% ordinary |
|
Hong Kong |
|
|
|
|
|
100% preference |
|
|
|
|
|
|
BT INS Inc |
|
Information telecommunications consulting and software |
|
100% common |
|
US |
|
|
|
solutions provider |
|
|
|
|
|
|
|
|
BT Italia SpA |
|
Communications related services and products provider |
|
98.6% ordinary |
|
Italy |
|
|
|
BT Limited |
|
International telecommunications network systems provider |
|
100% ordinary |
|
International |
|
|
|
BT Nederland NV |
|
Communications related services and products provider |
|
100% ordinary |
|
Netherlands |
|
|
|
BT Payment Services Limited |
|
Payment services provider |
|
100% ordinary |
|
UK |
|
|
|
BT Professional Services Nederland BV |
|
Systems integration and application development |
|
100% ordinary |
|
Netherlands |
|
|
|
BT Services SA |
|
Technology consulting and engineering services |
|
100% ordinary |
|
France |
|
|
|
BT Singapore Pte Ltd |
|
Communications related services and products provider |
|
100% ordinary |
|
Singapore |
|
|
|
BT US Investments Limitedb |
|
Investment holding company |
|
100% ordinary |
|
Jersey |
|
|
|
Communications Global Network Services Limitedd |
|
Communications related services and products provider |
|
100% ordinary |
|
International |
|
|
|
Communications Networking Services (UK) |
|
Communications related services and products provider |
|
100% ordinary |
|
UK |
|
|
|
dabs.com plc |
|
Technology equipment retailer |
|
100% ordinary |
|
UK |
|
|
|
Infonet Services Corporation |
|
Global managed network service provider |
|
100% common |
|
US |
|
|
|
Infonet USA Corporation |
|
Global managed network service provider |
|
100% common |
|
US |
|
|
|
Plusnet plc |
|
Broadband service provider |
|
100% ordinary |
|
UK |
|
|
|
Radianz Americas Inc |
|
Global managed network service provider |
|
100% preference |
|
US |
|
|
|
|
|
100% common |
|
|
|
|
|
|
|
|
|
a |
|
The group comprises a large number of entities and it is not practical to include all of them in this list. The list therefore includes only those entities that have a significant impact on the revenue, 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 principal operating subsidiaries (listed above) have a reporting date of 31 March, except for BT US Investments Limited which has a reporting date of 31 October in order to meet its corporate objectives. |
|
c |
|
The proportion of voting rights held corresponds to the aggregate interest percentage held by the holding company and subsidiary undertakings. |
|
d |
|
All overseas undertakings are incorporated in their country of operations. Subsidiary undertakings operating internationally are all incorporated in England and Wales, except BT Americas Inc and
Communications Global Network Services Limited which are incorporated in the US and Bermuda, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
Country |
|
Associate |
|
Activity |
|
Issued |
e |
|
owned |
f |
|
of operation |
g |
|
|
Tech Mahindra Limited |
|
Global systems integrator and business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
transformation consultancy provider |
|
|
122,320,114 |
|
|
|
30.9 |
% |
|
India |
|
|
|
|
|
|
e |
|
Issued share capital comprises ordinary or common shares unless otherwise stated. |
|
f |
|
Held through an intermediate holding company. |
|
g |
|
Incorporated in the country of operation. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 149
FINANCIAL STATEMENTS
QUARTERLY ANALYSIS OF REVENUE AND PROFIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
Total |
|
Year ended 31 March 2010 |
|
Quarters |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
5,235 |
|
|
|
5,070 |
|
|
|
5,198 |
|
|
|
5,356 |
|
|
|
20,859 |
|
Other operating income |
|
|
|
|
|
|
79 |
|
|
|
93 |
|
|
|
80 |
|
|
|
128 |
|
|
|
380 |
|
Operating costs |
|
|
|
|
|
|
(4,767 |
) |
|
|
(4,613 |
) |
|
|
(4,805 |
) |
|
|
(4,931 |
) |
|
|
(19,116 |
) |
|
|
Operating profit |
|
|
|
|
|
|
547 |
|
|
|
550 |
|
|
|
473 |
|
|
|
553 |
|
|
|
2,123 |
|
Net finance expense |
|
|
|
|
|
|
(283 |
) |
|
|
(284 |
) |
|
|
(292 |
) |
|
|
(299 |
) |
|
|
(1,158 |
) |
Share of post tax profits of associates and joint ventures |
|
|
|
|
|
|
8 |
|
|
|
9 |
|
|
|
28 |
|
|
|
9 |
|
|
|
54 |
|
Loss on disposal of associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
|
|
Profit before taxation |
|
|
|
|
|
|
272 |
|
|
|
275 |
|
|
|
209 |
|
|
|
251 |
|
|
|
1,007 |
|
Taxation |
|
|
|
|
|
|
(58 |
) |
|
|
153 |
|
|
|
(31 |
) |
|
|
(42 |
) |
|
|
22 |
|
|
|
Profit for the period |
|
|
|
|
|
|
214 |
|
|
|
428 |
|
|
|
178 |
|
|
|
209 |
|
|
|
1,029 |
|
|
|
Basic earnings per share |
|
|
|
|
|
|
2.8p |
|
|
|
5.5p |
|
|
|
2.3p |
|
|
|
2.7p |
|
|
|
13.3p |
|
Diluted earnings per share |
|
|
|
|
|
|
2.7p |
|
|
|
5.4p |
|
|
|
2.2p |
|
|
|
2.6p |
|
|
|
12.9p |
|
|
|
Profit before specific items and taxation |
|
|
|
|
|
|
313 |
|
|
|
370 |
|
|
|
339 |
|
|
|
434 |
|
|
|
1,456 |
|
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
3.8p |
|
|
|
4.3p |
|
|
|
4.1p |
|
|
|
5.0p |
|
|
|
17.3p |
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
Total |
b |
Year ended 31 March 2009 |
|
Quarters |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
5,177 |
|
|
|
5,303 |
|
|
|
5,437 |
|
|
|
5,473 |
|
|
|
21,390 |
|
Other operating income |
|
|
|
|
|
|
90 |
|
|
|
107 |
|
|
|
71 |
|
|
|
71 |
|
|
|
339 |
|
Operating costs |
|
|
|
|
|
|
(4,641 |
) |
|
|
(4,762 |
) |
|
|
(5,299 |
) |
|
|
(6,726 |
) |
|
|
(21,428 |
) |
|
|
Operating profit (loss) |
|
|
|
|
|
|
626 |
|
|
|
648 |
|
|
|
209 |
|
|
|
(1,182 |
) |
|
|
301 |
|
Net finance expense |
|
|
|
|
|
|
(130 |
) |
|
|
(159 |
) |
|
|
(180 |
) |
|
|
(151 |
) |
|
|
(620 |
) |
Share of post tax profits of associates and joint ventures |
|
|
|
|
|
|
1 |
|
|
|
5 |
|
|
|
52 |
|
|
|
17 |
|
|
|
75 |
|
|
|
(Loss) profit before taxation |
|
|
|
|
|
|
497 |
|
|
|
494 |
|
|
|
81 |
|
|
|
(1,316 |
) |
|
|
(244 |
) |
Taxation |
|
|
|
|
|
|
(115 |
) |
|
|
(116 |
) |
|
|
(19 |
) |
|
|
303 |
|
|
|
53 |
|
|
|
(Loss) profit for the period |
|
|
|
|
|
|
382 |
|
|
|
378 |
|
|
|
62 |
|
|
|
(1,013 |
) |
|
|
(191 |
) |
|
|
Basic (loss) earnings per share |
|
|
|
|
|
|
4.9p |
|
|
|
4.9p |
|
|
|
0.8p |
|
|
|
(13.1)p |
|
|
|
(2.5)p |
|
Diluted (loss) earnings per share |
|
|
|
|
|
|
4.8p |
|
|
|
4.9p |
|
|
|
0.8p |
|
|
|
(13.0)p |
|
|
|
(2.5)p |
|
|
|
Profit (loss) before specific items and taxation |
|
|
|
|
|
|
524 |
|
|
|
532 |
|
|
|
45 |
|
|
|
(973 |
) |
|
|
128 |
|
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
4.4p |
|
|
|
4.5p |
|
|
|
2.7p |
|
|
|
2.4p |
|
|
|
14.1p |
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
|
|
|
|
|
|
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
Total |
b |
Year ended 31 March 2008 |
|
Quarters |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
5,033 |
|
|
|
5,095 |
|
|
|
5,154 |
|
|
|
5,422 |
|
|
|
20,704 |
|
Other operating income |
|
|
|
|
|
|
66 |
|
|
|
73 |
|
|
|
74 |
|
|
|
136 |
|
|
|
349 |
|
Operating costs |
|
|
|
|
|
|
(4,441 |
) |
|
|
(4,647 |
) |
|
|
(4,646 |
) |
|
|
(4,963 |
) |
|
|
(18,697 |
) |
|
|
Operating profit |
|
|
|
|
|
|
658 |
|
|
|
521 |
|
|
|
582 |
|
|
|
595 |
|
|
|
2,356 |
|
Net finance expense |
|
|
|
|
|
|
(55 |
) |
|
|
(92 |
) |
|
|
(134 |
) |
|
|
(97 |
) |
|
|
(378 |
) |
Share of post tax losses of associates and joint ventures |
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(11 |
) |
Profit (loss) on disposal of associate |
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
9 |
|
|
|
Profit before taxation |
|
|
|
|
|
|
600 |
|
|
|
435 |
|
|
|
447 |
|
|
|
494 |
|
|
|
1,976 |
|
Taxation |
|
|
|
|
|
|
8 |
|
|
|
(96 |
) |
|
|
(82 |
) |
|
|
(68 |
) |
|
|
(238 |
) |
|
|
Profit for the period |
|
|
|
|
|
|
608 |
|
|
|
339 |
|
|
|
365 |
|
|
|
426 |
|
|
|
1,738 |
|
|
|
Basic earnings per share |
|
|
|
|
|
|
7.4p |
|
|
|
4.2p |
|
|
|
4.5p |
|
|
|
5.4p |
|
|
|
21.5p |
|
Diluted earnings per share |
|
|
|
|
|
|
7.2p |
|
|
|
4.1p |
|
|
|
4.4p |
|
|
|
5.3p |
|
|
|
21.1p |
|
|
|
Profit before specific items and taxation |
|
|
|
|
|
|
650 |
|
|
|
617 |
|
|
|
581 |
|
|
|
658 |
|
|
|
2,506 |
|
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
5.0p |
|
|
|
4.8p |
|
|
|
4.8p |
|
|
|
5.5p |
|
|
|
20.2p |
|
|
|
|
|
|
a |
|
Adjusted results refer to the amounts before BT Global Services contract and financial review charges in 2009, specific items and net interest on pensions. |
|
b |
|
Restated. See page 94. |
150 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
SELECTED FINANCIAL DATA
Summary group income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
|
2006 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
20,911 |
|
|
|
21,431 |
|
|
|
20,704 |
|
|
|
20,223 |
|
|
|
19,514 |
|
Specific items |
|
|
(52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract and financial review charges |
|
|
|
|
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
20,223 |
|
|
|
19,514 |
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
378 |
|
|
|
352 |
|
|
|
359 |
|
|
|
236 |
|
|
|
227 |
|
Specific items |
|
|
2 |
|
|
|
(13 |
) |
|
|
(10 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
380 |
|
|
|
339 |
|
|
|
349 |
|
|
|
233 |
|
|
|
227 |
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
(18,689 |
) |
|
|
(19,435 |
) |
|
|
(18,168 |
) |
|
|
(17,746 |
) |
|
|
(17,108 |
) |
Specific items |
|
|
(427 |
) |
|
|
(395 |
) |
|
|
(529 |
) |
|
|
(169 |
) |
|
|
(138 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,598 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,116 |
) |
|
|
(21,428 |
) |
|
|
(18,697 |
) |
|
|
(17,915 |
) |
|
|
(17,246 |
) |
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
2,600 |
|
|
|
2,348 |
|
|
|
2,895 |
|
|
|
2,713 |
|
|
|
2,633 |
|
Specific items |
|
|
(477 |
) |
|
|
(408 |
) |
|
|
(539 |
) |
|
|
(172 |
) |
|
|
(138 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,639 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123 |
|
|
|
301 |
|
|
|
2,356 |
|
|
|
2,541 |
|
|
|
2,495 |
|
|
|
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
(890 |
) |
|
|
(933 |
) |
|
|
(798 |
) |
|
|
(653 |
) |
|
|
(726 |
) |
Specific items |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
Net interest on pensions |
|
|
(279 |
) |
|
|
313 |
|
|
|
420 |
|
|
|
420 |
|
|
|
254 |
|
|
|
|
|
|
|
(1,158 |
) |
|
|
(620 |
) |
|
|
(378 |
) |
|
|
(94 |
) |
|
|
(472 |
) |
|
|
|
Share of post tax profits (losses) of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
25 |
|
|
|
39 |
|
|
|
(11 |
) |
|
|
15 |
|
|
|
16 |
|
Specific items |
|
|
29 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
75 |
|
|
|
(11 |
) |
|
|
15 |
|
|
|
16 |
|
|
|
|
(Loss) profit on disposal of associates and joint ventures - specific itemsa |
|
|
(12 |
) |
|
|
|
|
|
|
9 |
|
|
|
22 |
|
|
|
1 |
|
|
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
1,735 |
|
|
|
1,454 |
|
|
|
2,086 |
|
|
|
2,075 |
|
|
|
1,923 |
|
Specific items |
|
|
(449 |
) |
|
|
(372 |
) |
|
|
(530 |
) |
|
|
(11 |
) |
|
|
(137 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,639 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest on pensions |
|
|
(279 |
) |
|
|
313 |
|
|
|
420 |
|
|
|
420 |
|
|
|
254 |
|
|
|
|
|
|
|
1,007 |
|
|
|
(244 |
) |
|
|
1,976 |
|
|
|
2,484 |
|
|
|
2,040 |
|
|
|
|
Taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
(398 |
) |
|
|
(361 |
) |
|
|
(455 |
) |
|
|
(485 |
) |
|
|
(457 |
) |
Specific items |
|
|
342 |
|
|
|
43 |
|
|
|
343 |
|
|
|
979 |
|
|
|
41 |
|
Contract and financial review charges |
|
|
|
|
|
|
459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest on pensions |
|
|
78 |
|
|
|
(88 |
) |
|
|
(126 |
) |
|
|
(126 |
) |
|
|
(76 |
) |
|
|
|
|
|
|
22 |
|
|
|
53 |
|
|
|
(238 |
) |
|
|
368 |
|
|
|
(492 |
) |
|
|
|
Profit (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
1,337 |
|
|
|
1,093 |
|
|
|
1,631 |
|
|
|
1,590 |
|
|
|
1,466 |
|
Specific items |
|
|
(107 |
) |
|
|
(329 |
) |
|
|
(187 |
) |
|
|
968 |
|
|
|
(96 |
) |
Contract and financial review charges |
|
|
|
|
|
|
(1,180 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net interest on pensions |
|
|
(201 |
) |
|
|
225 |
|
|
|
294 |
|
|
|
294 |
|
|
|
178 |
|
|
|
|
|
|
|
1,029 |
|
|
|
(191 |
) |
|
|
1,738 |
|
|
|
2,852 |
|
|
|
1,548 |
|
|
|
|
Basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustedb |
|
|
17.3p |
|
|
|
14.1p |
|
|
|
20.2p |
|
|
|
19.1p |
|
|
|
17.4p |
|
Specific items |
|
|
(1.4)p |
|
|
|
(4.3)p |
|
|
|
(2.4)p |
|
|
|
11.7p |
|
|
|
(1.1)p |
|
Contract and financial review charges |
|
|
|
|
|
|
(15.3)p |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest on pensions |
|
|
(2.6)p |
|
|
|
3.0p |
|
|
|
3.7p |
|
|
|
3.6p |
|
|
|
2.1p |
|
|
|
|
Total basic (loss) earnings per share |
|
|
13.3p |
|
|
|
(2.5)p |
|
|
|
21.5p |
|
|
|
34.4p |
|
|
|
18.4p |
|
|
|
|
|
a |
|
Restated. See page 94. |
|
b |
|
Adjusted revenue, adjusted other operating income, adjusted operating costs, adjusted
operating profit, adjusted net finance expense, adjusted share of post tax profits (losses) of
associates and joint ventures, adjusted (loss) profit on disposal of associates and joint ventures,
adjusted profit (loss) before taxation, adjusted taxation credit (charge), adjusted profit (loss)
for the year and adjusted basic earnings (loss) per share are non-GAAP measures provided in
addition to the disclosure requirements defined under IFRS. The rationale for using non-GAAP
measures is explained on pages 54 to 56. |
BT
GROUP PLC ANNUAL REPORT & FORM
20-F 151
FINANCIAL STATEMENTS SELECTED FINANCIAL DATA
Summary group income statement continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
|
2006 |
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of shares used in basic earnings per share (millions) |
|
|
7,740 |
|
|
|
7,724 |
|
|
|
8,066 |
|
|
|
8,293 |
|
|
|
8,422 |
|
Average number of shares used in diluted earnings per share (millions) |
|
|
7,988 |
|
|
|
7,771 |
|
|
|
8,223 |
|
|
|
8,479 |
|
|
|
8,537 |
|
Basic earnings (loss) per share |
|
|
13.3p |
|
|
|
(2.5)p |
|
|
|
21.5p |
|
|
|
34.4p |
|
|
|
18.4p |
|
Diluted earnings (loss) per share |
|
|
12.9p |
|
|
|
(2.5)p |
|
|
|
21.1p |
|
|
|
33.6p |
|
|
|
18.1p |
|
Dividends per shareb |
|
|
6.9p |
|
|
|
6.5p |
|
|
|
15.8p |
|
|
|
15.1p |
|
|
|
11.9p |
|
Dividends per share, centsb,c |
|
|
10.5c |
|
|
|
9.3c |
|
|
|
31.4c |
|
|
|
29.7c |
|
|
|
20.7c |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| Restated. See page 94. |
|
b |
| Dividends per share represents the dividend paid and proposed in respect of the
relevant financial year. Under IFRS, dividends are recognised as a deduction from shareholders
equity when they are paid. |
|
c |
| Based on actual dividends paid and/or year end exchange rate on proposed dividends. |
Summary group cash flow statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
|
4,825 |
|
|
|
4,706 |
|
|
|
5,486 |
|
|
|
5,210 |
|
|
|
5,387 |
|
Net cash (outflow) inflow from investing activities |
|
|
(2,775 |
) |
|
|
(2,954 |
) |
|
|
(3,664 |
) |
|
|
(2,778 |
) |
|
|
214 |
|
Net cash used in financing activities |
|
|
(1,714 |
) |
|
|
(1,865 |
) |
|
|
(1,430 |
) |
|
|
(2,898 |
) |
|
|
(5,278 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(7 |
) |
|
|
54 |
|
|
|
25 |
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
329 |
|
|
|
(59 |
) |
|
|
417 |
|
|
|
(501 |
) |
|
|
323 |
|
Cash and cash equivalents at the start of the year |
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
|
1,258 |
|
|
|
935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
|
1,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
|
2006 |
a |
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
3,672 |
|
|
|
3,788 |
|
|
|
3,355 |
|
|
|
2,584 |
|
|
|
1,908 |
|
Property, plant and equipment |
|
|
14,856 |
|
|
|
15,405 |
|
|
|
15,307 |
|
|
|
14,997 |
|
|
|
15,222 |
|
Retirement benefit asset |
|
|
|
|
|
|
|
|
|
|
2,887 |
|
|
|
|
|
|
|
|
|
Other non current assets |
|
|
3,867 |
|
|
|
4,154 |
|
|
|
1,286 |
|
|
|
780 |
|
|
|
1,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,395 |
|
|
|
23,347 |
|
|
|
22,835 |
|
|
|
18,361 |
|
|
|
18,305 |
|
Current assets less current liabilities |
|
|
(4,135 |
) |
|
|
(3,141 |
) |
|
|
(2,978 |
) |
|
|
(3,746 |
) |
|
|
(3,052 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
18,260 |
|
|
|
20,206 |
|
|
|
19,857 |
|
|
|
14,615 |
|
|
|
15,253 |
|
Non current loans and other borrowings |
|
|
(9,522 |
) |
|
|
(12,365 |
) |
|
|
(9,818 |
) |
|
|
(6,387 |
) |
|
|
(7,995 |
) |
Retirement benefit obligations |
|
|
(7,864 |
) |
|
|
(3,973 |
) |
|
|
(108 |
) |
|
|
(389 |
) |
|
|
(2,547 |
) |
Other non current liabilities |
|
|
(3,500 |
) |
|
|
(3,699 |
) |
|
|
(4,499 |
) |
|
|
(3,567 |
) |
|
|
(3,104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less liabilities |
|
|
(2,626 |
) |
|
|
169 |
|
|
|
5,432 |
|
|
|
4,272 |
|
|
|
1,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
|
408 |
|
|
|
408 |
|
|
|
420 |
|
|
|
432 |
|
|
|
432 |
|
Share premium account |
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
31 |
|
|
|
7 |
|
Capital redemption reserve |
|
|
27 |
|
|
|
27 |
|
|
|
15 |
|
|
|
2 |
|
|
|
2 |
|
Other reserves |
|
|
757 |
|
|
|
1,301 |
|
|
|
(527 |
) |
|
|
88 |
|
|
|
364 |
|
Retained (loss) earnings |
|
|
(3,904 |
) |
|
|
(1,656 |
) |
|
|
5,439 |
|
|
|
3,685 |
|
|
|
750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total parent shareholders (deficit) equity |
|
|
(2,650 |
) |
|
|
142 |
|
|
|
5,409 |
|
|
|
4,238 |
|
|
|
1,555 |
|
Minority interests |
|
|
24 |
|
|
|
27 |
|
|
|
23 |
|
|
|
34 |
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (deficit) equity |
|
|
(2,626 |
) |
|
|
169 |
|
|
|
5,432 |
|
|
|
4,272 |
|
|
|
1,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other selected financial data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
|
2006 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDAb |
|
|
5,639 |
|
|
|
5,238 |
|
|
|
5,784 |
|
|
|
5,633 |
|
|
|
5,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flowc |
|
|
1,933 |
|
|
|
737 |
|
|
|
1,823 |
|
|
|
1,874 |
|
|
|
1,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debtd |
|
|
9,283 |
|
|
|
10,361 |
|
|
|
9,460 |
|
|
|
7,914 |
|
|
|
7,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| Restated. See page 94. |
|
b |
| Adjusted EBITDA is stated before specific items and BT Global Services
contract and financial review charges in 2009 and is defined on page 55. |
|
c |
| Free cash flow is defined on page 55. |
|
d |
| Net debt is defined on page 56. |
152 BT GROUP PLC ANNUAL REPORT & FORM 20-F
FINANCIAL STATEMENTS
FINANCIAL STATISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2010 |
|
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
|
2006 |
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per shareb pence |
|
|
17.3 |
|
|
|
14.1 |
|
|
|
20.2 |
|
|
|
19.1 |
|
|
|
17.4 |
|
Reported basic (loss) earnings per share pence |
|
|
13.3 |
|
|
|
(2.5 |
) |
|
|
21.5 |
|
|
|
34.4 |
|
|
|
18.4 |
|
Adjusted return on capital employedb, c (unaudited) |
|
|
16.0 |
|
|
|
14.5 |
|
|
|
17.7 |
|
|
|
17.6 |
|
|
|
18.1 |
|
Reported
return on capital
employedc (unaudited) |
|
|
13.3 |
|
|
|
2.3 |
|
|
|
14.4 |
|
|
|
16.5 |
|
|
|
17.1 |
|
Adjusted interest cover before net pension interestd
times (unaudited) |
|
|
2.9 |
|
|
|
2.5 |
|
|
|
3.6 |
|
|
|
4.2 |
|
|
|
3.6 |
|
Reported
interest covere times (unaudited) |
|
|
0.3 |
|
|
|
0.5 |
|
|
|
6.2 |
|
|
|
27.0 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditure on research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expense |
|
|
444 |
|
|
|
590 |
|
|
|
532 |
|
|
|
378 |
|
|
|
326 |
|
Amortisation of internally developed computer software |
|
|
733 |
|
|
|
431 |
|
|
|
325 |
|
|
|
314 |
|
|
|
161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,177 |
|
|
|
1,021 |
|
|
|
857 |
|
|
|
692 |
|
|
|
487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transmission equipment |
|
|
902 |
|
|
|
1,067 |
|
|
|
1,117 |
|
|
|
1,209 |
|
|
|
1,429 |
|
Exchange equipment |
|
|
29 |
|
|
|
44 |
|
|
|
83 |
|
|
|
118 |
|
|
|
80 |
|
Other network equipment |
|
|
753 |
|
|
|
899 |
|
|
|
1,060 |
|
|
|
854 |
|
|
|
727 |
|
Computers and office equipment |
|
|
115 |
|
|
|
140 |
|
|
|
181 |
|
|
|
149 |
|
|
|
138 |
|
Motor vehicles and other |
|
|
662 |
|
|
|
912 |
|
|
|
876 |
|
|
|
877 |
|
|
|
715 |
|
Land and buildings |
|
|
29 |
|
|
|
23 |
|
|
|
33 |
|
|
|
61 |
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,490 |
|
|
|
3,085 |
|
|
|
3,350 |
|
|
|
3,268 |
|
|
|
3,157 |
|
Increase (decrease) in engineering stores |
|
|
43 |
|
|
|
3 |
|
|
|
(11 |
) |
|
|
(21 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital expenditure |
|
|
2,553 |
|
|
|
3,088 |
|
|
|
3,339 |
|
|
|
3,247 |
|
|
|
3,142 |
|
(Decrease) increase in payables |
|
|
(24 |
) |
|
|
(6 |
) |
|
|
(24 |
) |
|
|
51 |
|
|
|
(202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash outflow on capital expenditure |
|
|
2,509 |
|
|
|
3,082 |
|
|
|
3,315 |
|
|
|
3,298 |
|
|
|
2,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| Restated. See page 94. |
|
b |
| Adjusted results refer to the results before specific items, the BT Global Services contract and financial review charges in 2009, and net interest on pensions. |
|
c |
| 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, retirement benefit asset, cash and cash equivalents, derivative financial assets and investments. |
|
d |
| The number of times net finance expense before net pension interest and specific items is covered by adjusted operating profit. |
|
e |
| The number of times reported net finance expense is covered by reported operating profit. |
BT GROUP PLC ANNUAL REPORT & FORM 20-F 153
FINANCIAL STATEMENTS
OPERATIONAL STATISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All values (000) unless otherwise stated. |
|
Unaudited |
|
Year ended 31 March |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 month rollinga order intake (£m) |
|
|
6,631 |
|
|
|
7,917a |
|
|
|
7,835a |
|
|
|
9,101a |
|
|
|
8,787a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BTs retail share of broadbandb installed base |
|
|
35% |
|
|
|
34% |
|
|
|
35% |
|
|
|
34% |
|
|
|
33% |
|
BT Vision installed base |
|
|
467 |
|
|
|
423 |
|
|
|
214 |
|
|
|
|
|
|
|
|
|
Call minutes (bn) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non geographic |
|
|
11.86 |
|
|
|
14.73 |
|
|
|
19.18 |
|
|
|
25.03 |
|
|
|
34.66 |
|
Geographic |
|
|
37.31 |
|
|
|
42.06 |
|
|
|
46.84 |
|
|
|
51.92 |
|
|
|
58.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
49.17 |
|
|
|
56.79 |
|
|
|
66.02 |
|
|
|
76.95 |
|
|
|
93.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active consumer linesc |
|
|
11,113 |
|
|
|
11,789 |
|
|
|
12,600 |
|
|
|
13,634 |
|
|
|
14,587 |
|
Average annual revenue per consumer user (ARPU)d (£) |
|
|
309 |
|
|
|
287 |
|
|
|
274 |
|
|
|
262 |
|
|
|
251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employeese |
|
|
97.8 |
|
|
|
107.0 |
|
|
|
111.9 |
|
|
|
106.2 |
|
|
|
104.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband lines (UK) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
5,132 |
|
|
|
4,757 |
|
|
|
4,402 |
|
|
|
3,659 |
|
|
|
2,668 |
|
BT Wholesale (external) |
|
|
2,926 |
|
|
|
3,305 |
|
|
|
3,983 |
|
|
|
5,168 |
|
|
|
5,092 |
|
Openreach |
|
|
6,620 |
|
|
|
5,750 |
|
|
|
4,300 |
|
|
|
1,910 |
|
|
|
356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total broadband lines |
|
|
14,678 |
|
|
|
13,812 |
|
|
|
12,685 |
|
|
|
10,737 |
|
|
|
8,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange lines (UK) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
13,051 |
|
|
|
14,514 |
|
|
|
15,793 |
|
|
|
16,636 |
|
|
|
17,912 |
|
Business |
|
|
5,367 |
|
|
|
5,992 |
|
|
|
6,750 |
|
|
|
7,264 |
|
|
|
7,797 |
|
External WLR lines |
|
|
6,028 |
|
|
|
5,647 |
|
|
|
4,666 |
|
|
|
4,227 |
|
|
|
2,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exchange lines |
|
|
24,446 |
|
|
|
26,153 |
|
|
|
27,209 |
|
|
|
28,127 |
|
|
|
28,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| Restated for impact of customer account moves. See page 101. |
|
b |
| DSL and LLU. |
|
c |
| Active consumer lines represents the number of lines over which BT is the call provider
(excluding Northern Ireland but including Plusnet in 2010). |
|
d |
| Rolling 12 month consumer revenue, less mobile POLOs, divided by average number of primary lines. |
|
e |
| The numbers disclosed include both full-time and part-time employees. |
154 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION
BT GROUP PLC ANNUAL REPORT & FORM 20-F 155
ADDITIONAL INFORMATION
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: revenue; operating cost savings; adjusted
EBITDA after leaver costs; free cash flow; payments to the BTPS;
net debt; investment in operating expenditure; enhancing our TV
offering; capital expenditure; progressive dividends; 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 opportunities in networked IT services, the TV market,
broadband and mobility; BTs network development and fibre
roll-out; opportunities in BT Global Services; plans for the
launch of new products and services; network performance and
quality; the impact of regulatory initiatives and decisions 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;
capital expenditure and investment plans; adequacy of capital;
financing plans and refinancing requirements; 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; future regulatory actions and
conditions in its operating areas, including competition from
others; selection by BT 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 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 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; the underlying assumptions and
estimates made in respect of major customer contracts proving
unreliable; the aims of the BT Global Services restructuring
programme not being achieved; the outcome of the Pensions
Regulators review; and general financial market conditions
affecting BTs performance and ability to raise finance. Certain
of these factors are discussed in more detail elsewhere in this
annual report including, without limitation, in Our risks on
pages 36 to 37. BT undertakes no obligation to update any
forward-looking statements whether as a result of new
information, future events or otherwise.
156 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
Stock exchange listings
The principal listing of BT Groups ordinary shares is on the London Stock Exchange. Trading on
the London Stock Exchange is under the symbol BT.A. American Depositary Shares (ADSs), each
representing ten 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 |
|
|
US$ per |
|
|
|
ordinary share |
|
|
ADS |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
|
pence |
|
|
pence |
|
|
US$ |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial years ended 31 March |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
235.00 |
|
|
|
196.50 |
|
|
|
41.71 |
|
|
|
35.34 |
|
2007 |
|
|
321.75 |
|
|
|
209.25 |
|
|
|
62.96 |
|
|
|
37.08 |
|
2008 |
|
|
336.75 |
|
|
|
205.50 |
|
|
|
68.55 |
|
|
|
40.86 |
|
2009 |
|
|
235.50 |
|
|
|
71.40 |
|
|
|
46.20 |
|
|
|
9.80 |
|
2010 |
|
|
149.60 |
|
|
|
79.70 |
|
|
|
25.14 |
|
|
|
11.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial year ended 31 March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 30 June 2008 |
|
|
235.50 |
|
|
|
198.40 |
|
|
|
46.20 |
|
|
|
39.47 |
|
1 July 30 September 2008 |
|
|
217.50 |
|
|
|
158.90 |
|
|
|
42.60 |
|
|
|
27.67 |
|
1 October 31 December 2008 |
|
|
167.60 |
|
|
|
110.00 |
|
|
|
29.11 |
|
|
|
16.98 |
|
1 January 31 March 2009 |
|
|
143.30 |
|
|
|
71.40 |
|
|
|
21.31 |
|
|
|
9.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial year ended 31 March 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 30 June 2009 |
|
|
105.60 |
|
|
|
79.70 |
|
|
|
17.27 |
|
|
|
11.64 |
|
1 July 30 September 2009 |
|
|
141.45 |
|
|
|
100.35 |
|
|
|
22.95 |
|
|
|
16.22 |
|
1 October 31 December 2009 |
|
|
149.60 |
|
|
|
128.50 |
|
|
|
25.14 |
|
|
|
20.47 |
|
1 January 31 March 2010 |
|
|
146.90 |
|
|
|
113.50 |
|
|
|
24.00 |
|
|
|
17.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2009 |
|
|
149.60 |
|
|
|
131.30 |
|
|
|
25.14 |
|
|
|
21.35 |
|
December 2009 |
|
|
144.60 |
|
|
|
135.00 |
|
|
|
23.94 |
|
|
|
21.74 |
|
January 2010 |
|
|
146.90 |
|
|
|
135.00 |
|
|
|
24.00 |
|
|
|
21.74 |
|
February 2010 |
|
|
136.50 |
|
|
|
114.90 |
|
|
|
21.85 |
|
|
|
17.53 |
|
March 2010 |
|
|
126.40 |
|
|
|
113.50 |
|
|
|
19.15 |
|
|
|
17.00 |
|
April 2010 |
|
|
134.20 |
|
|
|
122.30 |
|
|
|
20.58 |
|
|
|
18.65 |
|
1 May 7 May 2010 |
|
|
126.70 |
|
|
|
109.90 |
|
|
|
19.29 |
|
|
|
16.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Sterling and the US Dollar affect the US Dollar
equivalent of the 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.
Background
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.
Capital gains tax
The rights issue in June 2001 and the demerger of O2 in November 2001 adjusted the
value, for capital gains tax (CGT) purposes, of BT shares.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 157
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
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 167).
Demerger
of O2 CGT 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.
Analysis of shareholdings at 31 March 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of 5p each |
|
|
|
|
|
|
|
Number of |
|
|
Percentage |
|
|
No. of |
|
|
Percentage |
|
|
|
holdings |
|
|
of total |
|
|
shares held |
|
|
of total |
|
Range |
|
|
|
|
|
(%) |
|
|
millions |
|
|
(%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 399 |
|
|
438,089 |
|
|
|
38.54 |
|
|
|
92 |
|
|
|
1.13 |
|
400 799 |
|
|
312,685 |
|
|
|
27.49 |
|
|
|
175 |
|
|
|
2.15 |
|
800 1,599 |
|
|
223,916 |
|
|
|
19.70 |
|
|
|
250 |
|
|
|
3.07 |
|
1,600 9,999 |
|
|
155,753 |
|
|
|
13.70 |
|
|
|
463 |
|
|
|
5.68 |
|
10,000 99,999 |
|
|
5,367 |
|
|
|
0.47 |
|
|
|
97 |
|
|
|
1.19 |
|
100,000 999,999 |
|
|
602 |
|
|
|
0.05 |
|
|
|
219 |
|
|
|
2.69 |
|
1,000,000 4,999,999 |
|
|
287 |
|
|
|
0.03 |
|
|
|
646 |
|
|
|
7.92 |
|
5,000,000 and abovea,b,c,d |
|
|
190 |
|
|
|
0.02 |
|
|
|
6,209 |
|
|
|
76.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totale |
|
|
1,136,889 |
|
|
|
100.00 |
|
|
|
8,151 |
|
|
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| 9m 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, 79.2m shares were held in trust on behalf of 68,444 participants who were beneficially entitled to the
shares. 236m shares were held in the corporate
nominee BT Group EasyShare on behalf of 105,102 beneficial owners. |
|
c |
| 134m shares were represented by ADSs. An analysis by size of holding is not available for this holding. |
|
d |
| 398m shares were held as treasury shares. |
|
e |
| 12.43% of the shares were in 1,120,540 individual holdings, of which 95,883 were joint holdings, and 87.57% of the shares were in 16,349 institutional holdings. |
As 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.
The companys major shareholders do not have different voting rights to those of other shareholders.
At 7 May 2010, there were 8,151,227,029 ordinary shares outstanding, including 397,312,949
shares held as treasury shares. At the same date, approximately 12.8m ADSs (equivalent to 128m
ordinary shares, or approximately 1.6% of the total number of ordinary shares outstanding on that
date) were outstanding and were held by 2,208 record holders of ADRs.
At 31 March 2010, there were 3,668 shareholders with a US address on the register of
shareholders who in total hold 0.03% of the ordinary shares of the company.
Dividends
A final dividend in respect of the year ended 31 March 2009 was paid on 7 September 2009 to
shareholders on the register on 14 August 2009, and an interim dividend in respect of the year
ended 31 March 2010 was paid on 8 February 2010 to shareholders on the register on 29 December
2009. The final proposed dividend in respect of the year ended 31 March 2010, if approved by
shareholders, will be paid on 6 September 2010 to shareholders on the register on 13 August 2010.
The dividends paid or payable on BT shares and ADSs for the last five financial 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 164. Dividends have been translated
from Sterling into US Dollars using exchange rates prevailing on the date the ordinary dividends
were paid.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per ordinary share |
|
|
per ADS |
|
|
per ADS |
|
|
|
Interim |
|
|
Final |
|
|
Total |
|
|
Interim |
|
|
Final |
|
|
Total |
|
|
Interim |
|
|
Final |
|
|
Total |
|
Financial years ended 31 March |
|
pence |
|
|
pence |
|
|
pence |
|
|
£ |
|
|
£ |
|
|
£ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
1.972 |
|
|
|
2.963 |
|
2008 |
|
|
5.40 |
|
|
|
10.40 |
|
|
|
15.80 |
|
|
|
0.540 |
|
|
|
1.040 |
|
|
|
1.580 |
|
|
|
1.030 |
|
|
|
1.833 |
|
|
|
2.863 |
|
2009 |
|
|
5.40 |
|
|
|
1.10 |
|
|
|
6.50 |
|
|
|
0.540 |
|
|
|
0.110 |
|
|
|
0.650 |
|
|
|
0.765 |
|
|
|
0.161 |
|
|
|
0.926 |
|
2010 |
|
|
2.30 |
|
|
|
4.60 |
|
|
|
6.90 |
|
|
|
0.230 |
|
|
|
0.460 |
|
|
|
0.690 |
|
|
|
0.339 |
|
|
|
|
a |
|
|
|
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| Qualifying holders of ADSs on record as of 13 August 2010 are entitled to receive
the final dividend which will be paid to ADS holders on 14 September 2010, subject to approval at
the AGM. The US Dollar amount of the final dividend of 46.0 pence per ADS to be paid to holders of
ADSs will be based on the exchange rate in effect on 6 September 2010, the date of payment to
holders of ordinary shares. |
158 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
As dividends paid by the company are in 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 167). 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
Dividend investment plan
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 |
|
|
|
|
|
|
|
|
2006 interim |
|
13 February 2006 |
|
|
214.50 |
|
2006 final |
|
11 September 2006 |
|
|
250.98 |
|
2007 interim |
|
12 February 2007 |
|
|
320.54 |
|
2007 final |
|
17 September 2007 |
|
|
316.21 |
|
2008 interim |
|
11 February 2008 |
|
|
232.08 |
|
2008 final |
|
15 September 2008 |
|
|
174.38 |
|
2009 interim |
|
9 February 2009 |
|
|
107.04 |
|
2009 final |
|
7 September 2009 |
|
|
133.34 |
|
2010 interim |
|
8 February 2010 |
|
|
131.67 |
|
|
|
|
|
|
|
|
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
800 428 4237 (toll free within the US), 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 generated for
its shareholders, reflecting share price movements and assuming reinvestment of dividends. BTs TSR
for the 2010 financial year was positive 62.4%, compared with the FTSE 100 TSR which was positive
50.4% and the FTSEurofirst 300 Telco Index TSR which was positive 27.9%. BTs TSR improvement in
the 2010 financial year is mainly due to the recovery of the share price during 2010, from a
closing price of 71.4p in March 2009. Over the last five
financial years, BTs TSR was negative 20.7% compared with the FTSE 100 TSR of positive 39.5%
and the FTSEurofirst 300 Telco Index TSR of positive 15.0%. In the period between the demerger on
19 November 2001 and 31 March 2010, BTs TSR was negative 34.2%, compared with the FTSE 100 TSR of
positive 44.6% and the FTSEurofirst 300 Telco Index TSR of negative 5.5%.
BTs total shareholder return (TSR) performance vs the FTSE 100
and FTSEurofirst 300 Telco Index
over the five financial years to 31 March 2010
BTs total shareholder return (TSR) performance vs the FTSE 100
and FTSEurofirst 300 Telco Index
since demerger
BT GROUP PLC ANNUAL REPORT & FORM 20-F 159
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
Results announcements
Expected announcements of results:
|
|
|
|
|
Results for the 2011 financial year |
|
Datea |
|
|
|
|
|
1st quarter |
|
29 July 2010 |
|
2nd quarter and half year |
|
11 November 2010 |
|
3rd quarter and nine months |
|
February 2011 |
|
4th quarter and full year |
|
May 2011 |
|
2011 Annual Report published |
|
May 2011 |
|
|
|
|
|
|
|
|
a |
| Dates may be subject to change. |
Individual savings accounts (ISAs)
Information about investing in BT shares through an ISA may be obtained from Halifax Share
Dealing Limited, 1 Lovell Park Road, West Yorkshire, Leeds LS1 1NS (telephone: 08457 22 55 25).
ISAs are also offered by other organisations.
ShareGift
The charity ShareGift specialises in accepting small numbers of shares as donations. Further
information about ShareGift may be obtained by telephoning 020 7930 3737 or from www.ShareGift.org
or alternatively, from the Shareholder Helpline (see page 167).
Unclaimed Assets Register
BT, along with many other leading UK 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. For
further information visit www.uar.co.uk or telephone 0870 241 1713.
Exchange rates
BT publishes its consolidated financial statements expressed in Sterling. The following tables
detail certain information concerning the exchange rates between Sterling and US Dollars based on
the noon buying rate in New York City for cable transfers in Sterling as certified for customs
purposes by the Federal Reserve Bank of New York (the Noon Buying Rate).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period end |
|
|
1.52 |
|
|
|
1.43 |
|
|
|
1.99 |
|
|
|
1.97 |
|
|
|
1.74 |
|
Averagea |
|
|
1.55 |
|
|
|
1.70 |
|
|
|
2.01 |
|
|
|
1.91 |
|
|
|
1.78 |
|
High |
|
|
1.64 |
|
|
|
2.00 |
|
|
|
2.11 |
|
|
|
1.99 |
|
|
|
1.92 |
|
Low |
|
|
1.49 |
|
|
|
1.37 |
|
|
|
1.94 |
|
|
|
1.74 |
|
|
|
1.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
| The average of the Noon Buying Rates in effect on the last day of each month
during the relevant period. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month |
|
|
|
April |
|
|
March |
|
|
February |
|
|
January |
|
|
December |
|
|
November |
|
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
1.55 |
|
|
|
1.53 |
|
|
|
1.60 |
|
|
|
1.64 |
|
|
|
1.66 |
|
|
|
1.68 |
|
Low |
|
|
1.52 |
|
|
|
1.49 |
|
|
|
1.52 |
|
|
|
1.59 |
|
|
|
1.59 |
|
|
|
1.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 7 May 2010, the most recent practicable date for this Annual Report, the Noon Buying Rate
was US$1.47 to £1.00.
160 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
Articles of Association (Articles)
The following is a summary of the principal provisions of BTs Articles, a copy of which has
been filed with the Registrar of Companies. 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 (ie in
certificated form) or held in electronic (ie uncertificated) form in CREST (the electronic
settlement system in the UK).
At the AGM held on 15 July 2009, shareholders voted to adopt new Articles of Association with
effect from October 2009, largely to take account of changes in UK company law brought about by the
Companies Act 2006 (2006 Act). Under that Act, the Memorandum of Association serves a more
limited role as historical evidence of the formation of the company. Since October 2009, the
provisions in relation to objects in BTs Memorandum are deemed to form part of BTs Articles, and
have been deleted from those Articles because of shareholders passing a resolution to this effect
at the AGM. Under the 2006 Act, BTs objects are unrestricted.
(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 they 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 they 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 a special 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) |
|
divide all or any of its share capital into shares with a smaller nominal
value; and |
|
(ii) |
|
consolidate and divide all or part of its share capital into shares of a
larger nominal value. |
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.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 161
ADDITIONAL INFORMATION 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 a special 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 giving reasons for their decision. This must be done as soon
as possible and no later than two months after the company receives the transfer or instruction
from the operator of the relevant system.
(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 cashed 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 a general meeting at
any time and, under general law, must call one on a shareholders requisition. At least 21 clear
days written notice must be given for every annual general meeting. For every other general
meeting, at least 14 clear days written notice must be given. The Board can specify in the notice
of meeting a time by which a person must be entered on the register of shareholders in order to
have the right to attend or vote at the meeting. The time specified must not be more than 48 hours
before the time fixed for the meeting.
(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 £65,000 a year and increasing by the percentage increase of the
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.
162 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
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 an interest (this will also apply to interests of a person connected with
the director).
If the legislation allows, a director can vote and be counted in the quorum on a resolution
concerning a contract:
(i) |
|
in which the director has an interest of which the director is not aware; or which cannot
reasonably be regarded as likely to give rise to a conflict of interest; |
|
(ii) |
|
in which the director has an interest only because the director is a holder of shares,
debentures or other securities of BT, or by reason of any other interest in or through BT; |
|
(iii) |
|
which involves the giving of any security, guarantee or indemnity to the director or any
other person for money lent or obligations incurred by the director or by any other person at the
request of or for the benefit of BT or the benefit of any of its subsidiary undertakings; or a debt
or other obligation which is owed by BT or any of its subsidiary undertakings to that other person
if the director has taken responsibility for all or any part of that debt or obligation by giving a
guarantee, security or indemnity; |
|
(iv) |
|
where BT or any of its subsidiary undertakings is offering any shares, debentures or other
securities for subscription or purchase to which the director is or may be entitled to participate
as a holder of BT securities; or where the director will be involved in the underwriting or
sub-underwriting; |
|
(v) |
|
relating to any other company in which the director has an interest, directly or indirectly
(including holding a position in that company) or is a shareholder, creditor, employee or otherwise
involved in that company. These rights do not apply if the director owns one per cent or more of
that company or of the voting rights in that company; |
|
(vi) |
|
relating to an arrangement for the benefit of BT employees or former BT employees or any of
BTs subsidiary undertakings which only gives the directors the same benefits that are generally
given to the employees or former employees to whom the arrangement relates; |
|
(vii) |
|
relating to BT buying or renewing insurance for any liability for the benefit of directors or
for the benefit of persons who include directors; |
|
(viii) |
|
relating to the giving of indemnities in favour of directors; |
|
(ix) |
|
relating to the funding of expenditure by any director or directors: on defending criminal,
civil or regulatory proceedings or actions against the director or the directors; in connection
with an application to the court for relief; or on defending the director or the directors in any
regulatory investigations; or which enables any director or directors to avoid incurring
expenditure as described in this paragraph; and |
|
(x) |
|
in which the directors interest, or the interest of directors generally, has been authorised
by an ordinary resolution. |
Subject to the relevant legislation, the shareholders can by passing an ordinary resolution ratify
any particular contract carried out in breach of those provisions.
Directors appointment and retirement
Under BTs Articles there must be at least two directors, who manage the business of the company.
The shareholders can vary this minimum and/or decide a maximum by ordinary resolution. The Board
and the shareholders (by ordinary resolution) may appoint a person who is willing to be elected as
a director, either to fill a vacancy or as an additional director.
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.
In addition to any power of removal under the 2006 Act, the shareholders can pass an ordinary
resolution to remove a director, even though his or her time in office has not ended. They can
elect a person to replace that director subject to the Articles, by passing an ordinary resolution.
A person so appointed is subject to retirement by rotation when the director replaced would have
been due to retire.
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 £35bn. These borrowing
powers may only be varied by amending the Articles.
(k) Sinking fund, liability to further calls and change of control
BTs shares are not subject to any sinking fund provision under the Articles or as a matter of the
laws of England and Wales. No shareholder is currently liable to make additional contributions of
capital in respect of BTs ordinary shares in the future. There are no provisions in the Articles
or of corporate legislation in England and Wales that would delay, defer or prevent a change of
control.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 163
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
(l) Disclosure of interests in shares
Under the Financial Services and Markets Act 2000 and the UK Disclosure and Transparency Rules
there is a statutory obligation on a person who acquires or ceases to have a notifiable interest in
the relevant share capital of a public company like BT to notify the company of that fact. The
disclosure threshold is 3%. These Rules also deal with the disclosure by persons of interests in
shares or debentures of companies in which they are directors and certain associated companies.
Under Section 793 of the 2006 Act (referred to in (a) above), BT may ascertain the persons who are
or have within the last three years been interested in its shares and the nature of those
interests. The UK City Code on Takeovers and Mergers also imposes strict disclosure requirements
with regard to dealings in the securities of an offeror or offeree company on all parties to a
takeover and also on their respective associates during the course of an offer period.
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 US 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.
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. Unless a US Holder of ordinary shares or ADSs is resident in or ordinarily
resident for UK 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 or agency, or, in
the case of a company, a permanent establishment in the United Kingdom, the holder should not be
liable for UK tax on dividends received in respect of ordinary shares and/or ADSs.
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 Sterling into US Dollars on the date of
receipt generally should not recognise any exchange gain or loss. A US Holder who does not convert
Sterling 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 Sterling 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. 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.
164 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
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 in the case
of a company, a permanent establishment in the UK, and the ordinary shares and/or ADSs have been
used, held, or acquired for the purposes of that trade, profession or vocation 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 UK 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.
A US Holders tax basis in an ordinary share will generally be its US Dollar cost. The US
Dollar cost of an ordinary share purchased with foreign currency will generally be the US dollar
value of the purchase price on the date of purchase, or the settlement date for the purchase, in
the case of ordinary shares traded on an established securities market, as defined in the
applicable Treasury Regulations, that are purchased by a cash basis US Holder (or an accrual basis
US Holder that so elects). Such an election by an accrual basis US Holder must be applied
consistently from year to year and cannot be revoked without the consent of the IRS. The amount
realised on a sale or other disposition of ordinary shares for an amount in foreign currency will
be the US Dollar value of this amount on the date of sale or disposition. On the settlement date,
the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or
loss) equal to the difference (if any) between the US Dollar value of the amount received based on
the exchange rates in effect on the date of sale or other disposition and the settlement date.
However, in the case of ordinary shares traded on an established securities market that are sold by
a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be
based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or
loss will be recognised at that time.
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 2010. If BT were to become a PFIC for any tax year, US
Holders would suffer adverse tax 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 US 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.
BT GROUP PLC ANNUAL REPORT & FORM 20-F 165
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
UK stamp duty
A transfer of or an agreement to transfer 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 for, a person whose business is or includes the provision of
clearance services or 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 government laws, decrees, regulations, or other legislation of the United Kingdom
which have a material effect on the import or export of capital, including the availability of cash
and cash equivalents for use by the company except as otherwise described in Taxation (US 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, US. These reports may be accessed via the SECs website at www.sec.gov
Publications
BT produces a series of reports on the companys financial, 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 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 |
|
|
|
|
|
|
Summary financial statement & Notice of Meeting |
|
May |
|
Annual Report & Form 20-F |
|
May |
|
Changing World: Sustained Values |
|
May |
|
EAB Annual Report |
|
May |
|
Quarterly results releases |
|
July, November, February and May |
|
Current Cost Financial Statements |
|
September |
|
Statement of
Business Practice (The Way We Work) |
|
January 2009 |
|
|
|
|
|
For printed copies, when available, contact the Shareholder Helpline on Freefone 0808 100 4141
or, alternatively, contact our Registrars in the UK, at the address on page 167.
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 (see page 167).
166 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
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 our
Registrars, Equiniti, at the address below.
Equiniti maintain BT Groups share register and the separate BT Group EasyShare register. They
also provide a Shareholder Helpline service on Freefone 0808 100 4141.
Shareholder helpline
Tel: Freefone 0808 100 4141
Fax: 01903 833371
Textphone: Freefone 0800 169 6907
From outside the UK:
Tel: +44 121 415 7178
Fax: +44 1903 833371
Textphone: +44 121 415 7028
e-mail: bt@equiniti.com
Website: www.shareview.co.uk
|
|
|
The Registrar
|
|
ADR Depositary: |
Equiniti
|
|
JPMorgan Chase Bank, N.A. |
Aspect House
|
|
PO Box 64504 |
Spencer Road
|
|
St Paul, MN 55164-0504, US |
Lancing
|
|
Tel: +1 800 990 1135 (General) |
West Sussex
|
|
or +1 651 453 2128 (from outside the US) |
BN99 6DA
|
|
or +1 800 428 4237 (Global Invest Direct) |
Website: www.equiniti.com
|
|
e-mail: jpmorgan.adr@wellsfargo.com |
|
|
Website: www.adr.com |
General enquiries
BT Group plc
BT Centre
81 Newgate Street
London EC1A 7AJ
United Kingdom
Tel: 020 7356 5000
Fax: 020 7356 5520
From outside the UK:
Tel: +44 20 7356 5000
Fax: +44 20 7356 5520
Institutional investors and analysts
Institutional investors and equity research analysts may contact BT Investor Relations on:
Tel: 020 7356 4909
e-mail: investorrelations@bt.com
Industry analysts may contact:
Tel: 020 7356 5631
Fax: 020 7356 6546
e-mail: industryenquiry@bt.com
A full list of BT contacts and an electronic feedback facility is available at www.bt.com/talk
BT GROUP PLC ANNUAL REPORT & FORM 20-F 167
ADDITIONAL 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
Item |
|
Where information can be found in this Annual Report
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 |
|
Financial summary |
|
|
2 |
|
|
|
|
|
Selected financial data |
|
|
151 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Exchange rates |
|
|
160 |
|
3B |
|
Capitalisation and indebtedness |
|
Not applicable |
|
|
|
|
3C |
|
Reasons for the offer and use of proceeds |
|
Not applicable |
|
|
|
|
3D |
|
Risk factors |
|
Our risks |
|
|
36 |
|
|
4 |
|
Information on the company |
|
|
|
|
|
|
4A |
|
History and development of the company |
|
Our business and strategy |
|
|
|
|
|
|
|
|
Who we are |
|
|
11 |
|
|
|
|
|
What we do |
|
|
11 |
|
|
|
|
|
How we are structured |
|
|
16 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Background |
|
|
157 |
|
|
|
|
|
Other information |
|
|
|
|
|
|
|
|
Acquisitions and disposals |
|
|
40 |
|
|
|
|
|
Financial review |
|
|
|
|
|
|
|
|
Liquidity |
|
|
|
|
|
|
|
|
Capital expenditure |
|
|
51 |
|
|
|
|
|
Acquisitions and disposals |
|
|
52 |
|
4B |
|
Business overview |
|
Our business and strategy |
|
|
11 |
|
|
|
|
|
Our markets and customers |
|
|
15 |
|
|
|
|
|
Our resources |
|
|
18 |
|
|
|
|
|
Our lines of business |
|
|
22 |
|
|
|
|
|
Our corporate responsibility |
|
|
34 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Segment information |
|
|
101 |
|
|
|
|
|
Operational statistics |
|
|
154 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
156 |
|
4C |
|
Organisational structure |
|
Our business and strategy |
|
|
|
|
|
|
|
|
How we are structured |
|
|
16 |
|
|
|
|
|
Subsidiary undertakings and associate |
|
|
149 |
|
4D |
|
Property, plants and equipment |
|
Our resources |
|
|
|
|
|
|
|
|
Property portfolio |
|
|
21 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
114 |
|
|
|
|
|
Financial statistics |
|
|
153 |
|
|
5 |
|
Operating and financial review and prospects |
|
|
|
|
|
|
5A |
|
Operating results |
|
Our business and strategy |
|
|
11 |
|
|
|
|
|
Our lines of business |
|
|
22 |
|
|
|
|
|
Financial review |
|
|
41 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
156 |
|
5B |
|
Liquidity and capital resources |
|
Financial review |
|
|
41 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
156 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
119 |
|
|
|
|
|
Financial commitments and contingent liabilities |
|
|
125 |
|
|
|
|
|
Financial instruments and risk management |
|
|
137 |
|
5C |
|
Research and development, patents and licences |
|
Our resources |
|
|
|
|
|
|
|
|
Global research capability |
|
|
20 |
|
|
|
|
|
Financial statistics |
|
|
153 |
|
168 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F
|
|
|
|
|
|
|
|
|
Required Item in Form 20-F
Item |
|
Where information can be found in this
Annual Report
Section |
|
Page |
|
|
|
5D |
|
Trend information |
|
Financial review |
|
|
41 |
|
|
|
|
|
Quarterly analysis of revenue and profit |
|
|
150 |
|
|
|
|
|
Selected Financial Data |
|
|
151 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
156 |
|
5E |
|
Off-balance sheet arrangements |
|
Financial review |
|
|
|
|
|
|
|
|
Funding and capital management |
|
|
|
|
|
|
|
|
Off-balance sheet arrangements |
|
|
54 |
|
5F |
|
Tabular disclosure of contractual obligations |
|
Financial review |
|
|
|
|
|
|
|
|
Funding and capital management |
|
|
|
|
|
|
|
|
Contractual obligations and commitments |
|
|
54 |
|
|
6 |
|
Directors,
senior management and employees |
|
|
|
|
|
|
6A |
|
Directors and senior management |
|
Board of Directors and Operating Committee |
|
|
58 |
|
6B |
|
Compensation |
|
Report on directors remuneration |
|
|
66 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Retirement benefit plans |
|
|
127 |
|
|
|
|
|
Share-based payments |
|
|
132 |
|
6C |
|
Board practices |
|
Board of Directors and Operating Committee |
|
|
58 |
|
|
|
|
|
The Board |
|
|
60 |
|
|
|
|
|
Report on directors remuneration |
|
|
66 |
|
6D |
|
Employees |
|
Our resources |
|
|
18 |
|
|
|
|
|
Financial review |
|
|
|
|
|
|
|
|
Financial results |
|
|
43 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Employees |
|
|
105 |
|
|
|
|
|
Operational statistics |
|
|
154 |
|
6E |
|
Share ownership |
|
Report on directors remuneration |
|
|
66 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Share-based payments |
|
|
132 |
|
|
7 |
|
Major
shareholders and related party transactions |
|
|
|
|
|
|
7A |
|
Major shareholders |
|
Shareholders and Annual General Meeting |
|
|
|
|
|
|
|
|
Substantial shareholdings |
|
|
82 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Analysis of shareholdings at 31 March 2010 |
|
|
158 |
|
7B |
|
Related party transactions |
|
Directors information |
|
|
|
|
|
|
|
|
Interest of management in certain transactions |
|
|
78 |
|
|
|
|
|
Report on directors remuneration |
|
|
66 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Related party transactions |
|
|
124 |
|
7C |
|
Interests of experts and counsel |
|
Not applicable |
|
|
|
|
|
8 |
|
Financial
information |
|
|
|
|
|
|
8A |
|
Consolidated statements and other financial information |
|
See Item 18 below |
|
|
|
|
|
|
|
|
Other information |
|
|
|
|
|
|
|
|
Legal proceedings |
|
|
39 |
|
|
|
|
|
Financial review |
|
|
|
|
|
|
|
|
Financial results |
|
|
|
|
|
|
|
|
Dividends |
|
|
47 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Financial commitments and contingent liabilities |
|
|
125 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Dividends |
|
|
158 |
|
|
|
|
|
Articles of Association (Articles) |
|
|
|
|
|
|
|
|
Dividends |
|
|
161 |
|
8B |
|
Significant changes |
|
Financial review |
|
|
|
|
|
|
|
|
Funding and capital management |
|
|
52 |
|
|
|
|
|
Going concern |
|
|
54 |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 169
ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F
|
|
|
|
|
|
|
|
|
Required Item in Form 20-F
Item |
|
Where information can be found in this
Annual Report
Section |
|
Page |
|
|
|
9 |
|
The
offer and listing |
|
|
|
|
|
|
9A |
|
Offer and listing details |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Stock exchange listings |
|
|
|
|
|
|
|
|
Share and ADS prices |
|
|
157 |
|
9B |
|
Plan of distribution |
|
Not applicable |
|
|
|
|
9C |
|
Markets |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Stock exchange listings |
|
|
157 |
|
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 |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Articles of Association (Articles) |
|
|
161 |
|
10C |
|
Material contracts |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Material contracts |
|
|
164 |
|
10D |
|
Exchange controls |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Limitations affecting security holders |
|
|
166 |
|
10E |
|
Taxation |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Taxation (US Holders) |
|
|
164 |
|
10F |
|
Dividends and paying agents |
|
Not applicable |
|
|
|
|
10G |
|
Statement by experts |
|
Not applicable |
|
|
|
|
10H |
|
Documents on display |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Documents on display |
|
|
166 |
|
10I |
|
Subsidiary information |
|
Not applicable |
|
|
|
|
|
11 |
|
Quantitative
and qualitative |
|
Consolidated financial statements |
|
|
|
|
|
|
disclosures
about market risk |
|
Accounting policies |
|
|
|
|
|
|
|
|
Financial instruments |
|
|
91 |
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Financial instruments and risk management |
|
|
137 |
|
|
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 |
|
Business policies |
|
|
|
|
|
|
|
|
US Sarbanes-Oxley Act of 2002 |
|
|
81 |
|
|
|
|
|
Disclosure controls and procedures |
|
|
81 |
|
|
|
|
|
Internal control over financial reporting |
|
|
81 |
|
|
16A |
|
Audit committee financial expert |
|
Business policies |
|
|
|
|
|
|
|
|
US Sarbanes-Oxley Act of 2002 |
|
|
81 |
|
16B |
|
Code of ethics |
|
Business policies |
|
|
|
|
|
|
|
|
US Sarbanes-Oxley Act of 2002 |
|
|
81 |
|
16C |
|
Principal accountants fees and services |
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Audit and non-audit services |
|
|
136 |
|
|
|
|
|
Report of the Audit Committee |
|
|
62 |
|
16E |
|
Purchases of equity securities by the issuer and |
|
Not applicable |
|
|
|
|
|
|
affiliated purchasers |
|
|
|
|
|
|
16F |
|
Change in registrants reporting accountant |
|
Not applicable |
|
|
|
|
16G |
|
Corporate Governance |
|
The Board |
|
|
|
|
|
|
|
|
New York Stock Exchange |
|
|
61 |
|
|
17 |
|
Financial statements |
|
Not applicable |
|
|
|
|
|
18 |
|
Financial statements |
|
Report of
the independent auditors Consolidated financial statements |
|
|
85 |
|
|
|
|
|
United States opinion |
|
|
86 |
|
|
|
|
|
Consolidated financial statements |
|
|
87 |
|
|
|
|
|
Quarterly analysis of revenue and profit |
|
|
150 |
|
170 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION
GLOSSARY OF TERMS
1,2,3
21CN: an end-to-end, next generation IP network, designed to
transform the customer experience by delivering new, converged
services rapidly and cost effectively.
A
ADS: American Depositary Share
ADSL: Asynchronous Digital Subscriber Line technology converts a
standard copper line into a high-speed internet connection, which
allows customers to talk and use the internet at the same time
ADSL2+: an enhanced version of ADSL, enabling the provision of
higher speed connections
ARPU: average annual revenue per consumer user
B
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 Basic: offers a discount of over 60% off line rental available
to nearly four million people on low income and also includes a
call allowance
BT Business One Plan Plus: the first unlimited calls, lines,
broadband and mobile option available to small and medium-sized
businesses in the UK
BT Conferencing: the business within BT Enterprises offering
global audio, video and internet collaboration services
BT Directories: the business within BT Enterprises offering
directory enquiries, operator and emergency services and The Phone
Book
BT Engage IT: offers customers a wide range of IT services,
including data centre virtualisation and unified communications
BT Enterprises: the business unit within BT Retail encompassing BT
Conferencing, BT Directories, BT Expedite, BT Payphones, BT
Redcare and BT Openzone
BT Expedite: the business within BT Enterprises offering software
and IT services for retailers
BT Fon: global wireless broadband access for BT Total Broadband
customers using BT Openzone wi-fi hotspots and the connections of
other Fon members
BT Global Services: the BT line of business providing networked IT
products, services and solutions in the UK and globally
BT Infinity: the super-fast fibre-based broadband service
BT Innovate & Design: the BT internal service unit responsible for
the design and deployment of the platforms, systems and processes
which support BTs products and services
BT Ireland: a division of BT Retail. It operates in the consumer,
business, major business and wholesale markets throughout Northern
Ireland and the Republic of Ireland
BT Openzone: the broadband internet access service using wireless
technology (wi-fi)
BT Operate: the BT internal service unit responsible for the
operation of the platforms, systems and processes which support
BTs products and services
BT Payphones: the business within BT Enterprises providing street,
managed, prison, card and private payphones
BT Pension Scheme (BTPS): the defined benefit pension scheme which
was closed to new members on 31 March 2001
BT Redcare: the business within BT Enterprises offering alarm
monitoring and tracking services
BT Retail: the BT line of business offering a wide range of retail
products and services to the consumer and small to medium-sized
business markets
BT Retirement Plan (BTRP): the defined contribution pension
arrangement that was introduced for new BT employees from 1
April 2001 and was closed to new members on 31 March 2009
BT Retirement Saving Scheme (BTRSS): set up on 1 April 2009 as a
successor to the BT Retirement Plan and the Syntegra Ltd Flexible
Pensions Plan. It is a contract based, defined contribution
arrangement
BT Vision: the on-demand television service, which gives viewers
access to a wide range of TV and radio channels and pay-per-view
services
BT Wholesale: the BT line of business providing network services
and solutions within the UK. It services more than 1,000 UK
communications providers, including other BT businesses, and
others worldwide
Business in the Community: an organisation of more than 800 of
the UKs top companies committed to improving their positive
impact on society
C
Childline: the UKs free, 24-hour helpline for children in
distress or danger
cloud computing: a type of computing that relies on sharing
computer resources rather than having local servers or personal
devices to handle applications
CP: communications provider
CRM: customer relationship management
CR: corporate responsibility
D
Dabs: one of the UKs leading internet retailers of IT and
technology products, part of BT Business
DBP: BT Group Deferred Bonus Plan a plan where share awards are
granted to selected employees of the group
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 where existing
wires between the local telephone exchange and a customers
telephone sockets are transformed into a high-speed digital line
E
EBITDA: earnings before interest, taxation, depreciation and
amortisation
Etherflow: an adaptive Ethernet service which uses BTs 21st
century network
Ethernet: a popular standard or protocol for linking computers
into a local area network. Our Ethernet portfolio gives our
communications provider customers a wide choice of high-bandwidth
circuits
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
ESPP: BT Group Employee Stock Purchase Plan a plan for employees
in the US which enables them to purchase American Depositary
Shares
BT GROUP PLC ANNUAL REPORT & FORM 20-F 171
ADDITIONAL INFORMATION GLOSSARY OF TERMS
F
FTTC: fibre to the cabinet
FTTP: fibre to the premises
G
GLOP: BT Group Legacy Option Plan a legacy share option
plan which is no longer operated by the group
GSOP: BT Group Global Share Option Plan a legacy share option
plan which is no longer operated by the group
I
IASB: International Accounting Standards Board the board
which sets International Financial Reporting Standards
ICT: information and communication technology
IFRS: International Financial Reporting Standards
IP Exchange: BT Wholesales global IP interoperability platform
that allows communications providers to manage traditional and IP
voice calls on a single gateway
IP: internet protocol a packet-based protocol for delivering
data including voice and video across networks
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 14001: the environmental management standard
ISP: internet service provider
ISP: BT Group Incentive Share Plan
L
LLU: local loop unbundling the process whereby BTs exchange
lines are physically disconnected from BTs network and connected
to other communications providers networks. This enables
operators, other than BT, to use the companys local loop to
provide services to customers
M
MNS: managed network services BT Wholesales broad
portfolio of long-term managed network outsourcing and white
label platform offerings
MPLS: multi-protocol label switching supports the rapid
transmission of data across network routers, enabling modern
networks to achieve high quality of service
N
N3: the secure broadband network that BT has built and is
managing for the NHS
narrowband: non-broadband, fixed access network or line
NCC: network charge control
NGA: Next Generation Access a super-fast fibre-based broadband
service, which we aim to roll out to at least 40% of UK premises
in 2012
O
Ofcom: the independent regulator and competition authority for
the UK communications industries, with responsibilities across
television, radio, telecommunications and wireless communications
services
Openreach: Openreach looks after the first mile of the
UK 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
P
PPC: partial private circuit
Project Canvas: a joint broadband TV venture with the BBC,
Channel 4, Five, ITV and others
Q
Queens Award for Enterprise: the UKs most prestigious award
for business performance
R
right first time: the internal measure of whether we are
keeping our promises to our customers and meeting or exceeding
their expectations
RSP: BT Group Retention Share Plan a plan where share awards
are granted to selected employees of the group
S
SME: small and medium enterprises
SMP: significant market power
Super-fast fibre-based broadband: see NGA
T
TSR: Total shareholder return a corporate performance
measure used to measure BT against a comparator group of
companies which contains European telecommunications companies
and companies which are either similar in size or market
capitalisation and/or have a similar business mix and spread to
BT
U
Undertakings: 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
USO: universal service obligation
US SEC: US Securities and Exchange Commission
172 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION GLOSSARY OF TERMS
V
VoIP: voice over internet protocol a method of
transporting speech over the internet
W
Wholesale Broadband Connect Fibre: a wholesale variant of
BTs fibre-based broadband service tailored to the needs of
communications providers
wi-fi: wireless networking the ability to connect to a network
or a PC using radio as opposed to a physical (cabling) connection
WLR: wholesale line rental enables communications providers to
offer their own-branded telephony services over the BT network
BT GROUP PLC ANNUAL REPORT & FORM 20-F 173
ADDITIONAL INFORMATION
INDEX
A
Accounting policies, Group 87
Accounting policies, BT Group plc 146
Accounting standards, interpretations and
amendments to published standards 94-95
Acquisitions 89, 126-127
Acquisitions and disposals 40, 52
Additional information 155
Alternative performance measures 54-56
Articles of Association 161
Associates and joint ventures 47, 87, 97, 100, 116
Audit Committee, Report of the 62
Audit and non-audit services 136
Audit opinions 85, 86, 145
B
Background 57
Balance sheet 48-50, 100, 147, 152
Board, the 58-60
Board of Directors and Operating Committee 58
BT Global Services 12, 22-25, 101
BT Innovate & Design 33, 101
BT Operate 33, 101
BT Retail 25-28, 101
BT Wholesale 28-31, 101
Business 6
Business and strategy 11
Business policies 79
C
Capital expenditure 14, 51, 55, 103, 125, 153
Capital gains tax 157
Cash and cash equivalents 91, 99, 110
Cash flow statement, group 51, 99, 152
Cautionary statement regarding forward-looking statements 156
Chairmans message 4
Chief Executives statement 5
Competition 15, 36
Comprehensive income, Group statement of 97
Consolidated financial statements 83
Contractual obligations and commitments 54, 125
Corporate Governance Statement 60
Corporate responsibility 34
Cost transformation 11, 44
Critical accounting policies 41, 93-94
Cross reference to Form 20-F 168-170
Customer service 11, 13-14, 27
Customers 16
D
Deferred taxation 49, 91, 94, 108, 122-123
Derivative financial instruments 49, 92, 120-121, 137-144
Directors information 78
Directors remuneration, report on 66-78
Directors responsibility, statement of 84
Directors, Report of the 57-82
Disclosure controls and procedures 81
Dividend investment plan 159
Dividend mandate 159
Dividends 47, 52, 91, 107, 146, 158
Documents on display 166
E
Earnings per share 13, 47, 54-55, 109-110, 150-153
EBITDA 2, 22, 45, 102, 151
Electronic communication 166
Employee plans 132-135
Employees 105
Equity, Group statement of changes in 98
Exchange rates 88, 160
F
Financial commitments and contingent liabilities 125
Financial data, selected 151
Finance expense and finance income 46-47, 107
Financial instruments and risk management 137-144
Financial liabilities 92
Financial position and resources 48-50
Financial review 41
Financial results 43
Financial statements of BT Group plc 146
Financial statistics 153
Financial summary 2
Foreign currencies 88
Free cash flow 13, 51, 55, 152
Funding and capital maintenance 52-54
G
Geographical information 103
Goodwill impairment review 112
Global Invest Direct 159
Global research capability 20
Glossary of terms 171-173
Going concern 54
Group results 43-45
H
Hedging 120, 138-139, 142
How we are structured 8, 16
174 BT GROUP PLC ANNUAL REPORT & FORM 20-F
ADDITIONAL INFORMATION INDEX
I
Income statement, group 96-97
Income statement, group (summarised) 42
Independent auditors, Report of the 85, 86, 145
Individual savings accounts (ISAs) 160
Information for shareholders 156
Intangible assets 89, 112-113
Internal control and risk management 80
Internal control over financial reporting 81
Investments 115
Investing for the future 12
L
Legal proceedings 39
Limitations affecting security holdings 166
Line of business results 41
Lines of business 22
Liquidity 51
Loans and other borrowings 119
Long-term share-based incentives 69
M
Markets and Customers 15
Material contracts 164
Minority interests 123
N
|
Net debt 53, 56, 111 |
Nominating Committee, Report of the 64 |
Non-executive directors 59 |
Notes to the consolidated financial statements 101-144 |
New York Stock Exchange 61 |
O
Off-balance sheet arrangements 54
Openreach 31-33
Operating Committee 58-59
Operating costs 44, 104
Operational statistics 154
Other information 38-40
Other operating income 43, 88, 104
Other reserves 124
Our relationship with HM Government 39
Outlook 3, 14
Overview 2-9
P
Pensions 19, 37, 49, 53
People 18
Performance 2010 3, 24, 28, 30, 32
Principal risks and uncertainties 36
Profit before taxation 47
Property, plant and equipment 49, 89, 93, 114-115
Property portfolio 21
Provisions 49, 91, 94, 122
Publications 166
Q
Quarterly analysis of revenue and profit 150
R
Regulation 38-39
Related party transactions 124
Resources 18-21
Results announcements 160
Retirement benefit plans 127-132
Revenue 43, 87, 102-103
Risks 36
S
Segmental analysis 101-103
Selected financial data 151-153
Share and ADS prices 157
Share capital 93, 123, 146
Share-based payments 90, 132-135, 146
ShareGift 160
Shareholder communication 167
Shareholders and annual general meeting 82
Shareholdings, analysis of 158
Specific items 45-46, 55, 106
Statement of comprehensive income, group 97
Stock exchange listings 157
Strategic priorities 12
Subsidiary undertakings and associate 149
T
Taxation 47, 50, 91, 108-109, 122-123, 146
Taxation (US Holders) 164
Total shareholder return 19, 133, 159
Trade and other payables 49, 92, 121
Trade and other receivables 49, 91, 117-118
U
Unclaimed Assets Register 160
US Sarbanes-Oxley Act of 2002 80
BT GROUP PLC ANNUAL REPORT & FORM 20-F 175
BT Group plc
Registered office: 81 Newgate Street, London EC1A 7AJ
Registered in England and Wales No. 4190816
Produced by BT Group
Printed in England by Pindar Plc
Printed on Revive 50:50 Silk, which is produced using 50% recovered
waste fibre and 50% virgin wood fibre. All pulps used are elemental
chlorine free (ECF).
www.bt.com
PHME 59912