e6vk
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 27, 2011
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 2011 as sent to shareholders
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
BT Group plc
|
|
|
By: |
/s/ Vivienne Haynes
|
|
|
|
Name: |
Vivienne Haynes |
|
|
|
Title: |
Director, Corporate Governance |
|
|
Date: May 27, 2011
2
Welcome to BT Group plcs
Annual
Report & Form 20-F
2011
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.
OVERVIEW
FINANCIAL SUMMARY
Group results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
adjusteda |
|
|
£20,076m |
|
|
|
£20,911m |
|
|
|
â4 |
% |
reported |
|
|
£20,076m |
|
|
|
£20,859m |
|
|
|
â4 |
% |
|
|
EBITDAb,c |
|
|
|
|
|
|
|
|
|
|
|
|
adjusteda |
|
|
£5,886m |
|
|
|
£5,639m |
|
|
|
á4 |
% |
reported |
|
|
£5,557m |
|
|
|
£5,162m |
|
|
|
á8 |
% |
|
|
Profit before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
adjusteda |
|
|
£2,083m |
|
|
|
£1,735m |
|
|
|
á20 |
% |
reported |
|
|
£1,717m |
|
|
|
£1,007m |
|
|
|
á71 |
% |
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
adjusteda |
|
|
21.0p |
|
|
|
17.3p |
|
|
|
á21 |
% |
reported |
|
|
19.4p |
|
|
|
13.3p |
|
|
|
á46 |
% |
|
|
Proposed full year dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.4p |
|
|
|
6.9p |
|
|
|
á7 |
% |
|
|
Free cash flowc,e |
|
|
|
|
|
|
|
|
|
|
|
|
adjusteda |
|
|
£2,223m |
|
|
|
£2,106m |
|
|
|
á£117 |
m |
reported |
|
|
£2,011m |
|
|
|
£1,933m |
|
|
|
á£78 |
m |
|
|
Net debtc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£8,816m |
|
|
|
£9,283m |
|
|
|
â£467 |
m |
How we performed in 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Outlook |
|
|
|
|
|
|
|
|
|
May 2010 |
|
Result |
|
|
|
|
|
|
|
Revenue |
|
c.£20bn |
|
£20.1bn |
|
|
ü |
|
|
Operating costd savings |
|
c.£900m |
|
£1.1bn |
|
|
ü |
|
|
Adjusted EBITDAa,c |
|
in line with 2010f |
|
£5.9bn |
|
|
ü |
|
|
Adjusted free cash flowc,e |
|
c.£1.8bnf |
|
£2.2bn |
|
|
ü |
|
|
Net debtc |
|
<£9bn |
|
£8.8bn |
|
|
ü |
|
|
Outlook
We expect
|
|
Underlying revenueg excluding
transit to be in the range of down 2% to flat in
2012 and to grow by up to 2% in 2013 |
|
|
|
Adjusted EBITDA to grow in 2012 and to
be above £6.0bn in 2013 |
|
|
|
Adjusted free cash flow to be above the
2011 level in both 2012 and 2013 |
|
|
a |
Items presented as adjusted are stated before specific items. See page 56 for
further details. |
|
b |
EBITDA: Earnings before interest, taxation, depreciation and amortisation. |
|
c |
Adjusted and reported EBITDA, adjusted and reported free cash flow and net debt are
non-GAAP measures provided in addition to the disclosure requirements of IFRS. See page 56 for
further details. |
|
d |
Operating costs before specific items, depreciation and amortisation. See page 48 for
further details. |
|
e |
Before pension deficit payments. |
|
f |
Adjusted EBITDA and adjusted free cash flow outlook updated in November 2010 to be
around £5.8bn and £2bn, respectively. |
|
g |
Underlying revenue excludes the impact of foreign exchange movements, acquisitions and
disposals and specific items. |
2
OVERVIEW
CHAIRMANS MESSAGE
Last year we set out our plans for returning BT
to growth in 2013. This year has been one of progress
against these plans, but it has not been without
challenges. Financially, however, we have delivered
or exceeded our promises, improving both
profitability and cash generation.
Dividends
As we stated in 2010, the Board is committed to
progressive dividends over the period to 2013, while
balancing the need to invest in the business, reduce our debt and support
the pension fund. Taking these
considerations into account, the Board is proposing a
final dividend of 5.0p, giving a total dividend for
the year of 7.4p, up 7% over last year.
BTs commitment to the UK
Broadband is a critical service for people and
businesses in the UK. The Government aspires to seeing
the UK become the best European country for broadband
by 2015. BT is doing a great deal to make sure this
aspiration becomes a reality. We start from a high
base, with around 99% of UK premises already enjoying
access to copper broadband, the best availability of
all of the G8 countries. This year we extended our
ADSL2+ copper broadband service, offering speeds of up
to 20Mbps, to over 65% of UK premises.
We are also investing £2.5bn in our super-fast
fibre-based broadband network. It already makes
significantly enhanced speeds available to more than 4m
premises, and we intend to extend this to two thirds of
UK premises by the end of 2015. We aim to go further
and bring fibre to homes and businesses in the final
third of the UK, provided that investment and
regulatory conditions remain favourable and that we are
able to use funds made available by Government to
support roll-out to rural areas. We are delighted to
have taken part in winning tenders which are seeing
fibre extended throughout Northern Ireland and
Cornwall.
BTs networks are open to communications providers on
wholesale terms. We continue to push for regulatory
reform, so that, for example, we can purchase more TV
and movie content at fair prices, just as pay TV
providers can access our network at regulated prices.
Our investment represents just one aspect of our
commitment to the UK economy, which we also support
through employment and paying and collecting taxes of
around £3bn per year.
BTs global presence
Across the world BT is investing to deliver
excellent service to customers. We will continue to
focus our investment next year on the Asia Pacific
region, where many of our largest customers are
looking to expand.
Internationally, we want regulation
to level the playing field so that we can compete
efficiently for the benefit of customers. We work for
open and fair wholesale access to fixed and mobile
telecoms networks to drive competition. We have seen
some progress. In the US, the Federal Communications
Commission has launched an investigation on access. In
the EU, measures have been
adopted that will offer greater regulatory consistency
for fibre networks and internet policy. I was
pleased that the EU and US Government recently
agreed a series of pro-competitive regulatory
principles to advocate globally.
BTs contribution to society
We strongly believe that to be a better business
our corporate and social responsibilities must remain
at the heart of what we do. So we have added being a
responsible and sustainable business leader to our
strategic priorities.
Through our formal volunteering programme BT people
have given a lot of time to community initiatives over
the past year, with over 49,000 days volunteered. We
are also participating in the UKs Work Inspiration
campaign, led by Business in the Community, to help
bridge the gap between the classroom and employment.
We have a range of measures to limit BTs energy use
and emissions. To help our customers reduce their
impact on the environment we have launched a building
energy management product in Spain, a smart grid offer
in North America and a smart metering partnership in
the UK.
We maintained gold sector status in the Dow
Jones Sustainability Index and Platinum Plus level
in the Business in the Community Corporate
Responsibility Index.
I am personally committed to our agenda and
chair the Board Committee for Sustainable &
Responsible Business.
The Board and governance
I was delighted to welcome two outstanding
non-executive directors to the Board this year. Nick
Rose, joined us from Diageo, where he was previously
finance director. He brings a wealth of experience in
international operations. Jasmine Whitbread, chief
executive of Save the Children International, also
joined us. She has extensive experience of public
companies and charitable organisations and a deep
understanding of the importance of corporate
responsibility in building a sustainable global
business model.
There have been significant changes in the UK corporate
governance arena this year. In response we have
extended the remit of the Audit Committee to reflect an
increased focus on risk; extended the remit of the
Nominating Committee to include governance and
compliance issues; and established five regional
governance committees to assist the business in
managing governance and risk internationally.
We
welcome the new UK Corporate
Governance Code. At the 2011 AGM, as well as Nick Rose
and Jasmine Whitbread who will retire automatically and
be proposed for election, all the other directors, with
the exception of Clay Brendish, will be seeking
re-election. Clay will be retiring as a non-executive
director at the end of August after nine years as a
member of the Board. Clay has been a great asset and we
have particularly valued his IT industry experience. I
would like to thank him for his contribution over so
many years.
My thanks go to all the Board and the executive
management for all their efforts during the year.
Our future
I am convinced that the focus and determination
of the Board, management and our people will enable us
to deliver our plans to make BT a better business with
a better future.
Sir Michael Rake
Chairman
11 May 2011
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 3 |
OVERVIEW
OUR BUSINESS
Our
main activities
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. Our
main activities are the provision of fixed telephony
lines and calls, broadband, mobile and TV products and
services as well as managed networked IT services.
In the UK we are a leading communications services
provider, selling products and services to consumers,
small and medium-sized enterprises and the public
sector. We also sell wholesale products and services
to communications providers in the UK and around the
world. Globally, we supply managed networked IT
services to multinational corporations, domestic
businesses and national and local government
organisations.
2011 external revenue and adjusted EBITDA by line of business
Where we operate
Sustainability
We aim to carry out our business in a responsible
and sustainable way. 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 36
4
OVERVIEW OUR BUSINESS
Our
business model
We believe that we have developed a sustainable
business model capable of creating and delivering
value for shareholders. We are confident that this
model will allow BT to prosper in a changing world.
BT has 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 GROUP PLC |
|
|
|
|
BT
GLOBAL SERVICES
|
|
BT RETAIL
|
|
BT WHOLESALE
|
|
OPENREACH |
|
|
|
|
BT Global Services is a managed
networked IT services business,
serving customers in more than
170 countries worldwide. > More on page 23
|
|
BT Retail provides
communications products
and services to the
consumer market, and
provides IT and
communications services to
small and medium-sized
enterprises.
> More on page 26
|
|
BT Wholesale provides products
and services to over 1,000
communications providers in
the UK.
> More on page 30
|
|
Openreach is responsible for
the last mile of the UK access
network and for the roll-out
of super-fast broadband.
> More on page 33 |
|
|
|
|
|
Multinational corporations
Domestic businesses
National and
local government organisations
|
|
UK
consumers UK SMEs
Republic of Ireland businesses,
government and
communications providers
|
|
UK communications providers
Mobile operators
Internet service providers
Broadcasters
|
|
UK communications providers |
|
|
|
|
|
Account management
Online
|
|
Call centres
Online
Account management
BT Local Businesses
|
|
Account management
Online
|
|
Account management
Online |
|
|
|
|
|
Networked IT services
Ethernet
Fixed calls and lines
Audio & videoconferencing
Wi-fi & mobility
Professional services /
Wholesale network capacity
|
|
Fixed lines and calls
Broadband
TV services
Wi-fi & mobility
IT services
Audio & videoconferencing
|
|
Wholesale network capacity
Wholesale broadband
Private circuits
Ethernet
Managed network services
Content distribution services
|
|
Wholesale fixed lines
Local Loop Unbundling
Ethernet
Physical infrastructure access |
|
|
|
|
|
BT INNOVATE & DESIGN AND BT OPERATE |
|
|
|
|
BT Innovate & Design develops, designs and delivers the processes,
networks and platforms
on behalf of the customer-facing lines of business.
> More on page 35 |
|
BT Operate manages BTs IT and
network infrastructure platforms.
> More on page 35 |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 5 |
OVERVIEW
OUR STRATEGY
Our aim
Our aim is to drive shareholder value by making BT a better business with a better future.
|
|
|
Driving broadband-based consumer services |
|
|
|
|
Being the Brand for Business for UK SMEs |
|
|
|
|
BT Global Services a global leader |
|
|
|
|
The wholesaler of choice |
|
|
|
|
The best network provider |
|
|
|
|
A responsible and sustainable business leader |
|
|
|
|
|
|
Our strategy starts with
customer service. Our
goal is to deliver excellent
customer service as it is
vital for our customers
and reduces our costs
when we get things
right first time.
> More on
page 10
|
|
Improved customer
service and reduced cost
of failure along with other
efficiency measures drive
lower costs across our
business.
> More on page 11
|
|
Cost transformation frees
up financial and other
resources to allow us to
invest in our networks,
systems, and products
and services to drive
growth.
> More on page 11 |
Key performance indicators
We measure our overall progress by three key performance indicators:
|
|
|
|
|
Adjusted earnings per share |
|
Reported free cash flow |
|
Customer service improvement |
|
This is a measure of the overall
profitability of our business.
>More on page 49
|
|
This is a measure of the cash generated
by our business that is available to invest
in the business, reduce net debt, support
the pension fund and pay dividends.
> More on page 50
|
|
This is a measure of the level of
improvement in how we are serving our
customers.
> More on page 10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
Adjusted earnings per share is stated before specific items. See page 57 for further details. |
|
b |
Reported free cash flow is a non-GAAP measure. See page 58 for further details. |
|
c |
Cumulative improvement from 1 April 2007. |
6
OVERVIEW OUR STRATEGY
We will build a better future for BT through our six strategic priorities:
Driving broadband-based consumer services
The UK broadband market is
one of the most dynamic and
competitive in the world and we
are confident we can continue
to win in this market.
|
|
5.7m retail broadband customers, up 11% |
|
|
|
144,000 BT Infinity customers |
|
|
|
64% share of retail net DSL
and LLU additions in the
fourth quarter, highest for
eight years |
|
|
|
575,000 BT Vision customers |
> More on page 11
The wholesaler of choice
We aim to be the wholesaler
of choice in the UK and in the
international wholesale telecoms
services market.
|
|
Managed network services
revenue up 8% |
|
|
|
40% of external
revenue under
long-term contracts |
|
|
|
Customers include the
five main UK mobile
operators and over 1,000
CP customers |
> More on page 12
Being the Brand for Business for UK SMEs
We are the leading provider
of fixed-line communications
services for SMEs in the UK and
we aim to be the Brand for
Business for UK SMEs.
|
|
Improved trend in BT Business revenue |
|
|
|
IT services revenue up 17% |
|
|
|
Mobility revenue up 14% |
> More on page 11
The best network provider
We are the UKs largest
provider of fixed telephony lines
and aim to be the best network
provider in the UK. We are also
rolling out a super-fast broadband
network.
|
|
7.6m external unbundled lines, up 15% |
|
|
|
1,000 fibre Ethernet nodes,
the largest Ethernet network
in the UK |
|
|
|
Roll-out of super-fast
fibre-based broadband on
track to pass 5m UK
premises by spring 2011 |
> More on page 12
BT
Global Services a global leader
We are a global leader in
managed networked IT services and
we are working to build BT Global
Services into a stronger
business.
|
|
Operating cash flow
positive a year ahead of
plan |
|
|
|
10% increase in order intake |
|
|
|
Investing to grow in the
Asia Pacific region |
> More on page 12
A responsible and sustainable business leader
We believe that long-term
profitable growth can be aided
by supporting the communities
in which we operate and through
sustainable business practices.
|
|
Absolute carbon footprint
down 53% since 1997 |
|
|
|
Money, time and in-kind
contributions worth £27.6m
invested |
|
|
|
49,000 volunteer days |
> More on page 13
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 7 |
BUSINESS REVIEW
Our lines of business
Our customer-facing lines of business are BT Global Services, BT Retail, BT Wholesale and
Openreach. The financial performance of our customer-facing lines of business for 2011, 2010 and
2009 is discussed in this section. We measure the performance of the customer-facing lines of
business on an adjusted basis being revenue, EBITDA and operating profits; all stated not
including specific items which are not allocated to customer-facing lines of business. Specific
items are not allocated to the customer-facing lines of business as this reflects how financial
performance is measured by management and reported to the Board and Operating Committee. For
further discussion of specific items, see pages 56 to 57. A reconciliation of adjusted EBITDA to
group operating profit by customer- facing lines of business, and for the group, is provided in
Segment information, note 1 to the consolidated financial statements. 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.
8
BUSINESS REVIEW
INTRODUCTION FROM THE CHIEF EXECUTIVE
A better business
BT has become a better business in the last year by staying focused on improving customer
service and transforming costs, and by investing in the areas that we believe will deliver future
growth. However, we still have much more to do in all these areas.
Our annual report will give you a good summary of the progress were making and Id like to
share my thoughts on how were doing in creating a better future for BT.
Financially, we now have a much stronger base. Weve nearly trebled adjusted free cash flow in the
last two years to over £2.2bn. We intend to build on this in the year ahead as we pursue our
goal of growing the business whilst continuing to grow our profits and cash flow.
Delivering excellent customer service, right first time, is important for our customers and is a
critical factor in helping to transform costs. Weve made improvements in many areas, though this
was masked by problems when a huge upsurge in demand for our engineers and very poor winter
weather meant we didnt always deliver on our promises. While we are largely on top of things
now, lessons have been learnt in making sure that we get better forecasts from our communications
provider customers and by having a greater flexibility in our resourcing.
Improvements in our processes have helped drive efficiency with total operating costs reducing by
over £1bn in the year. This has freed up financial and other resources which will allow us to
invest in potential growth areas. While its early days, there are positive signs that these
investments are starting to pay off.
For example, Openreachs fibre broadband network roll-out is on track to pass 5m UK premises by
spring 2011 well on our way to 10m premises by 2012. Thousands of customers are taking up
super-fast fibre-based broadband every week and really like the service. The overall growth in the
broadband market has also been the driver of customers seeking to be connected to fixed lines, with
the number of copper lines increasing for the first time for many years.
Our BT Retail business grew its share of the broadband market. Our retail market share excluding
cable was 36% in the year. This is important as broadband is increasingly the means of accessing a
range of services including TV, education and entertainment. After a tough 18 months, BT Business
is back on track, signing up small and medium-sized businesses to IT and mobility services.
BT Global Services reached a significant milestone becoming operating cash flow positive a year
ahead of schedule. Our investment in the Asia Pacific region where we are extending our presence
to better serve multinational corporations based in Asia and expanding into Asia is going well.
And our sales teams are signing important deals with new and existing customers building on our
position as a global leader in managed networked IT services.
Our BT Wholesale business is successfully moving from being a traditional UK wholesale provider to
one thats providing long-term managed network services and network outsourcing to the UK industry.
Communication is ever more at the centre of our customers lives and businesses. The more they rely
on it, the more they expect from BT and we are happy to step up to that challenge. BT is delivering
better service and much improved financial results allowing us to invest in the UK and across the
globe. We still have much to do, but we are making progress in building a better business with a
better future for all our stakeholders.
Thank you for your support.
Ian Livingston
Chief Executive
11 May 2011
|
|
|
|
|
|
£2.2bn
|
|
5m
|
|
36% |
|
Adjusted free cash flow
|
|
UK premises passed by super-fast
broadband by spring 2011
|
|
BTs
retail share of DSL and LLU broadband market
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 9 |
BUSINESS REVIEW
OUR BUSINESS AND STRATEGY
|
|
Who we are |
|
|
|
What we do |
|
|
|
Our aim |
|
|
|
Our strategic priorities |
|
|
|
How we measure our progress |
No. 1
Provider
of fixed telephony lines in the UK
3%
Improvement in customer service delivery measure
£1.1bn
Operating costa savings
£2.5bn
Potential investment in super-fast broadband network
Progress made against all our strategic priorities
This is the BT Annual Report for the year ended
31 March 2011. It complies with UK regulations and
comprises part of 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 2011 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
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. 2011 refers to
the year ended 31 March 2011, except in relation to
our super-fast 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 2011 except BT Infinity
customer numbers which are at 6 May 2011.
Please see
cautionary statement regarding forward-looking statements on page 162.
Denotes corporate responsibility activities.
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.
a
Before specific items, depreciation and amortisation. See page 48 for details.
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
worldwide.
What we do
Our main activities are the provision of fixed
telephony lines and calls, broadband, mobile and TV
products and services as well as networked IT
services.
In the UK we are a leading communications services
provider. We sell products and services to consumers,
small and medium-sized enterprises (SMEs) and the
public sector. We also sell wholesale products and
services to communications providers (CPs) in the UK
and around the world. Globally, we supply managed
networked IT services to multinational corporations,
domestic businesses and national and local government
organisations.
Our aim
Our aim is to drive shareholder value by making BT
a better business with a better future. Last year we
set out a three-year plan to achieve this aim. Our
strategy focuses on three key areas customer service
delivery, cost transformation and investing for the
future. These three areas are the building blocks for
making BT a better business. The better we serve our
customers, the less time and money we spend on fixing
faults and by transforming our costs we create new
opportunities for investment in our future. By
investing in our strategic priorities we expect to
deliver growth in 2013.
Customer service delivery
Our strategy starts with customer service and we
continually work to improve the level of customer
experience. In practice this means keeping our
promises, being easy to contact and straightforward to
deal with; it means keeping our customers informed and
taking prompt action to put things right if they have
cause to complain; above all it means trying to do
things right first time.
Right first time is our key measure for customer
service. It measures how often we get things right the
first time for our customers: this is important as
failure increases our costs. In 2011 we achieved a 3%
improvement in this measure which compares with a
10.5% improvement in 2010. This shows that we made
further progress this year but the scale was less than
in previous years due to a number of issues,
particularly a large increase in provision volumes
requiring engineer visits. These were up over 25% in
the year. In addition, the very poor winter weather
both increased repair demand and reduced our ability
to deploy engineers
effectively. In order to meet these challenges we
recruited additional engineers and have now brought
repair work in hand to the equivalent of a day and a
halfs work. Provision lead times improved to an
average of 10 days at the end of March 2011. We will
learn from what went wrong and will work more closely
with our CP customers to ensure that together we
provide better volume forecasts and we have a more
flexible resource that can meet peaks of demand more
effectively.
We did make progress in a number of other areas. Call
handling times for consumer sales improved by 19
seconds due to the introduction of Agent.com, a new
system that allows our sales agents to process orders
faster and more effectively. With the roll-out of a
desktop help system, broadband consumer customers can
now solve many problems without the need to call our
service centres. Within BT Retail, our one contact
resolution aims to deal with customer queries in one
call. We saw the number of queries dealt with in one
contact increase by 15% in BT Consumer and
9% in BT Business. Within BT Global Services
right first time programme, we reduced
customer faults by 11%.
We believe
the changes we have made, and will make in
the next financial year, will deliver significantly
improved service levels for our customers.
10
BUSINESS REVIEW OUR BUSINESS AND STRATEGY
Cost transformation
Cost transformation goes hand in hand with
getting it right first time for customer service
we have continued with our drive to improve
operational efficiency across the business, from
using IT systems more effectively and driving
savings from suppliers, to streamlining internal
processes and ways of working.
In 2011 we made good progress with our cost
transformation activities, which have contributed to
our operating costs savings of £1.1bn, representing a
7% decline in our operating cost base. This represents
a cumulative reduction in our cost base of almost £2bn
over the last two years. All of our lines of business
and internal service units have made a contribution to
the delivery of these savings. See Financial review Transforming our
cost base on page 47 for
further details.
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 |
|
|
|
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 costs while
at the same time reducing failure in our processes
which assist customer service.
We have also continued to review procurement
arrangements with our major suppliers on a group-wide
basis and have improved supply terms and service
delivery.
As a result of increased efficiency across our
operations we have continued to reduce our net labour
costs, which were down 7%. As far as possible, we try to retain our permanent workforce through
redeployment, retraining and in-sourcing work which has
been previously performed by third parties. Around 4,000 people have been re-skilled and redeployed into roles
within BT in 2011.
Investing for the future
By being more efficient in customer service and
transforming our cost base we can provide services
to our customers on a more competitive basis and
improve our cash generation. This is critical as it
creates the opportunity for us to invest in our
strategic priorities as well as reduce
our overall level of net debt, support the pension fund and pay
dividends to shareholders.
In 2010 we set out five strategic priorities which
are underpinned by our views of the markets we
operate in. By focusing investment around these
strategic priorities we believe we will build a
better future for all our stakeholders.
In 2011 we added a new strategic priority which
reflects our work to embed sustainability and
corporate responsibility at the core of our
business.
Our strategic priorities
Driving broadband-based consumer services
Competition in the UK consumer market is intense
and customers demands are evolving. Around 99% of UK
premises now have access to broadband and customers
are increasingly buying their line and calls service
together with broadband and TV. We already provide a
comprehensive broadband service offering many features
and offer attractively priced bundles of services.
During 2011 we made the following progress:
|
|
we grew our retail broadband
customer base to 5.7m, up 11% |
|
|
|
144,000 customers now take our
super-fast fibre-based broadband service,
BT Infinity |
|
|
|
79% of the total UK broadband market, including cable, is now delivered over the BT
network, with our retail share at 29% |
|
|
|
our retail share of DSL and LLU net additions in the fourth
quarter of 2011 was 64%, the highest share of quarterly net additions in eight years |
|
|
|
BT Visions customer base grew to 575,000. |
Looking ahead, we are aiming to grow the number of
services we provide customers by building on our
position as the market leader in broadband. TV is a
growth area for us and one that will benefit from the
roll-out of super-fast broadband. On-demand TV is
becoming more popular and TV services will become
increasingly personalised and interactive. It is for
those reasons that we are investing in content and
delivery, improving the user-interface for BT Vision
and participating in the YouView joint venture.
In addition, over the coming years we expect to see
the emergence of a range of broadband-based consumer
services, building on new and existing services. There
will also be new opportunities in the entertainment
and
networked home space, such as energy usage management
and home automation.
Our future plans for driving broadband-based
consumer services include:
|
|
continuing to offer attractive bundled voice, broadband and TV services |
|
|
|
enhancing our entertainment offering with services such as online gaming |
|
|
|
seeking new opportunities to differentiate our services, for example by using our wi-fi
network. |
Being the Brand for Business for UK SMEs
We are the leading provider of fixed-line
communications services for SMEs in the UK and we are
well-placed to grow our revenue from IT and mobility
services. The market remains highly fragmented and we
believe this provides us with further opportunities to
become the main brand SMEs trust by providing a
one-stop shop for all their communications needs, and
will help us to increase our market share.
During 2011 we made the following progress:
|
|
improved trends in BT Business compared
with prior years, with revenue only marginally down in 2011 |
|
|
|
IT services and mobility revenue
grew by 17% and 14%, respectively. |
Our opportunities for growth include selling new
services to our existing customer base and helping
customers migrate to cloud-based services, which
allow customers to access IT services on a more
flexible basis.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 11 |
BUSINESS REVIEW OUR BUSINESS AND STRATEGY
Our future plans for becoming the Brand for Business for UK SMEs include:
|
|
increasing the number of SME customers buying our services |
|
|
|
selling more IT
services and mobility to our existing SME customers |
|
|
|
offering bundles which combine fixed
and mobile communication and IT services. |
BT
Global Services a global leader
BT Global Services is already a global leader in
the provision of managed networked IT services. Over
the past year we have focused on improving the
performance of the business by simplifying the
portfolio, rationalising systems and networks,
industrialising the process of bid management and
exploiting standardisation and automation. We adopted an industry sector-based structure to
help focus on customer needs in four global sectors:
Banking & Financial Markets; Commerce; Consumer
Packaged Goods; and Government & Health. We also
invested in growth areas such as multi-protocol label
switching (MPLS), Ethernet, unified communications,
security, customer relationship management, mobility
and cloud services. Last year we identified the Asia
Pacific region as a target for investment and we are
strengthening our ability to support new and existing
customers in this growing market.
During 2011 we made the following progress:
|
|
we delivered operating cash flow of £119m, a year ahead of target |
|
|
|
order intake was £7.3bn |
|
|
|
we invested to grow our presence in the Asia Pacific
region |
|
|
|
we have been recognised as a leader, winning the award for Best Global Operator at the
World Communication Awards 2010. |
Our future plans include:
|
|
building on our strong market position in managed networked IT services |
|
|
|
expanding further to serve our customers in fast-growing economies |
|
|
|
developing our relationships with our target customers, and improving their customer
experience |
|
|
|
building and enhancing industry based solutions in key sectors |
|
|
|
making our operations more efficient |
|
|
|
generating around £200m of operating cash flow in 2012. |
The wholesaler of choice
BT is committed to supplying CPs in the UK and
overseas with vital communications infrastructure and
services. While we are already the largest wholesaler
in Europe, there are significant opportunities for us
to win new business. We aim to be the wholesaler of
choice in the UK, where we already have more than
1,000 CP customers, provide fixed-line services to the
five key mobile operators and are the established
partner for carriers. We also operate an international
wholesale business, where we serve customers in over
170 countries.
During 2011 we made the following progress:
|
|
our managed network services (MNS) revenue grew by 8% |
|
|
|
40% of BT Wholesales external revenue is now underpinned by long-term contracts |
|
|
|
our second generation copper broadband service is available to over 65% of UK premises |
|
|
|
we received the Best Wholesale Carrier
award at the
World Communication Awards 2010. |
Our future plans for becoming the wholesaler of choice include:
|
|
increasing the proportion of revenue under long-term contract by selling new MNS
contracts |
|
|
|
making investments in Wholesale Broadband Connect, our second generation broadband service, which
we plan to extend to cover around 80% of UK premises by December 2011 |
|
|
|
launching IP services that enable our CP customers to enter and exploit new and emerging
markets |
|
|
|
increasing capacity on our IP platforms to meet growing customer demand |
|
|
|
continuing to evolve our next generation product portfolio for the global wholesale
market. |
The best network provider
BT is the
largest provider of fixed telephony lines in the
UK and through Openreach we manage the last mile of
the UK access network. We offer access to this network
to other CPs on an open and equal basis.
It is our aim to improve network reliability, extend
our Ethernet footprint, continue our super-fast
broadband roll-out and put in place systems
improvements and transformation programmes to
enhance our proposition,
reduce our cost base and make it easier for CPs to
do business with us.
During 2011 we made the following progress:
|
|
we rolled out our super-fast fibre-based broadband network to reach over 4m UK premises |
|
|
|
we contributed to the growth of the broadband market in the UK by the provision of 7.6m
external unbundled lines, up 15% |
|
|
|
we extended our footprint to over 1,000 fibre Ethernet nodes, providing the largest
Ethernet network in the UK |
|
|
|
we commenced testing a 1Gbps service over
fibre-to-the-premises. |
Our £2.5bn investment in super-fast fibre-based
broadband will make the UK one of the best connected
countries in the world.
Our super-fast fibre roll-out plans are ambitious and
we are working to pass two thirds of UK premises by the
end of 2015. To deliver this we are installing 30,000
cabinets, connecting 200,000 distribution points,
enabling over 1,000 exchanges and laying over 50,000km
of fibre. We have developed and refined our systems and
processes to enable us to deliver fibre faster and we
are upgrading more than 250 cabinets and enabling on average
around 80,000 premises each week to access fibre.
We
also aim to bring fibre to homes and businesses in the
final third of the UK, given the right investment and
regulatory conditions and access to Government funds.
12
BUSINESS REVIEW OUR BUSINESS AND STRATEGY
We are planning to roll out two solutions as part of
our super-fast broadband deployment:
|
|
fibre-to-the-cabinet (FTTC) where new fibre-optic cables link telephone exchanges to
road-side cabinets and our copper lines are used to deliver super-fast broadband to premises |
|
|
|
fibre-to-the-premises (FTTP) where new fibre-optic cables are deployed the whole way from
the exchange to the premises. |
We have deployed FTTC first and are on track to pass
around 5m premises by spring 2011. Currently, we are
conducting FTTP trials at a number of sites with
speeds of up to 1Gbps and full commercial FTTP is
expected to be launched in 2011.
We see the Governments creation of Broadband Delivery
UK (BDUK) as a positive step in providing services to
the final third of premises in rural areas of the
country where it is not currently economic to provide
super-fast broadband services. We are committed to
exploring ways to extend the footprint of super-fast
broadband, and our deployments in Cornwall and
Northern Ireland demonstrate that commitment.
All parts of the business play a role in the
delivery of super-fast broadband:
|
|
Openreach is building the fibre access
infrastructure which will offer super-fast
broadband to all CPs on an open and equal basis |
|
|
|
BT Wholesale is developing products and
services which use the Openreach network so it
can offer managed super-fast broadband to its CP
customers |
|
|
|
BT Retail and BT Global Services will
purchase the BT Wholesale offer and design their
own propositions and services for end users, for
instance BT Infinity |
|
|
|
BT Innovate & Design and BT Operate both
play a key role in leading the design,
development and end-to-end testing of the
platforms, systems and products that will
underpin our propositions for customers. |
Through Openreach we have continued to invest in our
market-leading UK Ethernet footprint. Ethernet is a
data service primarily used by businesses to create
their own private networks and can run over copper or
fibre.
Being the best network provider is not just about
expanding coverage. Openreach has made substantial
progress in improving the copper access network in
recent years. Network resilience has been improved
through an extensive programme of work, accompanied by
efficiency gains with regard to provision and repair
times. As a result of these efforts, customers now
experience a copper line fault once in every 14 years
compared with once in every nine years as experienced
four years ago.
Our future plans for becoming the best network provider include:
|
|
continuing with our super-fast broadband roll-out |
|
|
|
providing new access products such as duct and pole access |
|
|
|
improving our overall efficiency while improving the resilience and reliability of our
networks |
|
|
|
increasing our potential FTTC speeds to up to 80Mbps. |
A responsible and sustainable business leader
We believe that long-term profitable growth can be
aided by supporting the communities in which we
operate and through sustainable business practices. We
are committed to contributing positively to society,
the economy and the environment through our
operations, our employees and our products and
services. We aim to provide products and services
which enable our customers to be more sustainable by
making use of innovative communication and managed
networked IT services.
Even though this is a new strategic priority, we
are already recognised as a responsible and
sustainable business leader. For example we
have:
|
|
cut our absolute carbon footprint by 53% since 1997 and reduced energy consumption by
2.5% in 2011 |
|
|
|
invested money and in-kind contributions worth £27.6m supporting responsible and
sustainable business activities, exceeding our commitment to invest at least 1% of group pre-tax
profits |
|
|
|
launched a new online fundraising service for UK charities called MyDonate, the first
online fundraising service not to charge a subscription fee or commission |
|
|
|
maintained gold sector status in the Dow Jones Sustainability Index and Platinum Plus
level in the Business in the Community Corporate Responsibility Index. We also won awards such as
the World Communication Award Green Award. |
More details of our corporate responsibility
activities can be found at Our corporate
responsibility on page 36.
An increasing number of customers are seeking to
source from suppliers that can demonstrate a strong
track record in improving the sustainability of their
own businesses. Our credentials as a responsible and
sustainable business leader support our ability to win
and retain customers. We also plan to contribute in
many other ways through the responsible use of
resources; through our employment; and through our
community involvement. Our drive for BT to be a better
business with a better future is therefore linked to
our commitment to be a leader in corporate
responsibility and sustainability.
Our future plans for maintaining and enhancing our
position as a responsible and sustainable business
leader include:
|
|
building stronger communities through the power of our technology and people |
|
|
|
reducing carbon emissions and our impact on the environment through our operations and
products |
|
|
|
behaving responsibly towards our customers, people and our suppliers |
|
|
|
promoting MyDonate for the benefit of charities and fundraising. |
How we measure our progress
We measure our overall progress by three key
performance indicators: adjusted earnings per share, reported free cash flow and customer service improvement (see Our strategy Key performance indicators on page 6).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 13 |
BUSINESS REVIEW
OUR MARKETS AND CUSTOMERS
|
|
UK consumers |
|
|
|
UK SMEs |
|
|
|
Global networked IT services |
|
|
|
Wholesale |
|
|
|
Access |
|
|
|
Regulation |
51%
BTs share of the UK fixed-line market
c.£5.7bn
Value of UK pay TV market
c.£29bn
Amount UK SMEs spend on IT and communications services
US$584bna
Value of global IT services market
a IDC Global IT services Market size. Source Worldwide Black Book Q1, 2011.
We compete in a number of markets including the
consumer and SME markets in the UK and delivering
managed networked IT services globally. We also
offer a range of wholesale and access products and
services to CPs, both in the UK and internationally.
In the UK, regulation and the open, commercial
marketplace have created one of the most competitive
telecoms markets in the world. Some of the products
and services we offer in the UK are regulated because
of our significant market power in some sectors. See
Regulation on page 17 for more information. We also offer
access services on an open and equal basis to all CPs.
UK consumers
The consumer fixed-line telecoms market in the UK
is highly competitive, with more than 160 companies
offering broadband and/or voice services. Although
total UK residential fixed-line call minutes have
declined 18% over the past three years, the total number of UK
residential lines is up 2% over this period according to Ofcom data. The
decline in fixed-line call minutes can be attributed
to factors such as consumers increasingly using
mobile phones rather than fixed-line phones, while
the continued growth in fixed-line broadband has
helped slow the decline in the number of residential
lines.
BT is the leading provider of fixed-line voice and
broadband services in the UK consumer market. We
provide consumers with a range of services including
fixed-line voice, broadband and TV products and
services. We also provide directory services both
in print and via directory enquiries and sell
telephones and computer equipment through our online
retail presences.
BTs share of the fixed-line market has declined from
69% to 51% over the past three years, reflecting the
competitive nature of the market and continued growth
in local loop unbundling (LLU). The share of the
fixed-line market provided by cable has remained flat
at 18% over the same period.
An important change in the consumer market occurred
when regulation was modified to allow us to sell our
products and services in bundles to customers for one
price. This has allowed us to compete with other
providers in offering attractive bundles: 40% of UK
consumers currently buy triple-play services of
broadband, pay TV and fixed-line telephony.
We sell our
services to consumers online directly
and via selected affiliates and through our call
centres. We also
advertise across a range of media including TV and
social media, such as Facebook. More information
about our products and services for UK consumers can
be found in BT Retail on page 26.
The UK
broadband market is highly competitive. Following a period of industry consolidation, our
main competitors are Virgin Media,
TalkTalk Group and Sky. Between us we account for 87%
of the broadband market.
14
BUSINESS REVIEW OUR MARKETS AND CUSTOMERS
The UK consumer broadband market has grown to reach more than 17.7m
households. BT has contributed to this growth by
supplying LLU over which suppliers can deliver
broadband services. The UK is now the sixth largest
broadband market in the world by number of households.
Broadband penetration has increased year-on-year and the fixed
broadband penetration rate now exceeds 65%. This has been
driven by the increasing use of the internet by consumers. The
number of adults accessing the internet every day has increased
42% over the past three years.
We believe that fixed broadband will remain most popular with
customers and mobile broadband will be largely complementary.
The increasing importance of broadband-enabled services in our
daily lives and initiatives such as the Government sponsored Race
Online 2012 have contributed to continued growth in the
broadband market.
Pay TV services remain popular with customers and
this sector continues to grow in size. The UK pay
TV market is estimated at around £5.7bn and has
increased by over 30% in the past three years.
Customers value the convenience of internet-based
TV content. Ofcom data shows that 31% of
internet-enabled households watched catch-up TV
online, up from 23% a year earlier.
There are a number of companies in the UK market
supplying pay TV, video-on demand, and catch-up TV
services. YouView, the joint venture between the BBC,
ITV, Channel 4, BT and others is expected to be
launched in calendar year 2012 and will make a
significant contribution to the UK TV market.
Consumers are increasingly demanding more ethical
and environmentally-friendly business practices from
their suppliers. A growing number of customers want to
buy services which will allow them to improve their own
sustainability performance by improving efficiency and
reducing emissions. We have met this demand by
developing products such as our Home Hub 3 which uses
39% less power than previous models.
UK SMEs
The overall SME market in the UK is estimated as
having 4.8m customers with spend on IT, broadband and
network services estimated at about £29bn. Competition
to supply services to SME customers remains
fragmented, with many
of our competitors typically focusing on specific
segments of the market depending on customer size,
focus and geography. Our competitors include companies
focused on providing services to SMEs such as Daisy
and Opal, larger companies such as Virgin Media and
Cable & Wireless Worldwide, and mobile operators and
IT services companies such as Phoenix IT and
Computacenter.
We are the leading provider of fixed-line
communications services for SMEs in the UK market. Our
share of the fixed-line market is 52% and we have
around 1m SME customers, characterised by their
diversity. They range from start-ups and
microbusinesses with fewer than 10 employees to
medium-sized business with up to 1,000 employees.
The recession has had an impact on SMEs spending
levels with the markets for fixed-line voice and data,
mobile services and IT services all declining since
2008. IT services spend is expected to resume growth
in calendar year 2011, while we expect the fixed-line
voice and data market to continue to decline, driven
in part by the significant fall in fixed-line business
call minutes. A positive trend in the market is SME
customers increasing preference to buy bundled
services, comprising fixed lines, mobile and
broadband.
Source: GfKNOP on behalf of BT. Survey of
SMEs with fixed-line, broadband and mobile.
Agreement with statement your organisation
prefers to buy complete Comms/IT products in
combined package with score 1 to 10.
Calender
year 2010 saw a modest recovery in the economy with GDP growth becoming positive after
shrinking 3.5% the previous year, but conditions for
SMEs remain challenging. We have seen a 14% reduction
in the 2010 calendar year in the number of companies going into
liquidation, but levels remain above historical
trends.
Global networked IT services
The global market for networked IT services is
fragmented with a wide range of products and
services and with many different competitors, from
large IT corporations and network-based vendors,
such as BT, through to niche technology suppliers.
Estimates
of industry size and growth trends vary. The global IT
services market is estimated to have a value of US$584bna. After several years of relatively flat spend on IT
services due to economic conditions, many industry
analysts are forecasting higher rates of growth for
2012.
Source: IDC Market Model 2010. Forecast
includes 1P VPN, Ethernet, Network management,
Applications Visibility, Control & Optimisation
and Managed Security for multinationals over 1,000
employees.
a IDC Global IT services Market size. Source Worldwide Black Book Q1, 2011.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 15 |
BUSINESS REVIEW OUR MARKETS AND CUSTOMERS
Demand for network based IT services continues to
evolve with customers increasingly seeking to unify
their communications (where an organisations
infrastructure, mobility, desktop and applications
work together more
effectively). They are also looking to virtualise
their infrastructure (virtualisation or cloud services
where customers business applications can be provided
across BTs network rather than from their own
premises, for example virtual data or contact centre
solutions). They continue to want their networked IT
services delivered securely, efficiently and globally.
Increasingly, our customers are asking us to help
them capture the opportunities in a recovering
economy, as well as reducing costs and improving
efficiency in their businesses. In addition to helping
customers reduce their capital expenditure,
virtualised services, such as virtual data centres
also provide energy savings.
We are a global leader in the networked IT services
market with around 7,000 large corporate and public
sector customers.
We supply networked IT services to national and local
government organisations and other public sector
bodies around the world. We are one of the largest
suppliers of networked IT services for the UK
Government. The UK Government, collectively, is BTs
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 18, the commercial relationship between BT as a
supplier and the UK Government as a customer is on a
normal customer and supplier basis.
We are also seeing customers maintaining a
focus on energy efficiency, ethical supply chain
and other components of responsible and sustainable
business practices. Through BT Conferencing we are
a leading supplier of videoconferencing services
globally and we have seen growing demand for
videoconferencing, a service which helps both to
drive business efficiency and limit emissions by
reducing travel.
Wholesale
BT operates in wholesale markets in the UK through
BT Wholesale and Openreach, and outside of the UK
primarily through the wholesale arm of BT Global
Services. BTs wholesale customers are fixed and
mobile operators, internet service providers (ISPs),
broadcasters and other CPs. We have over 1,000 such
customers in the UK and many more around the world.
Source: Ovum
The landscape for wholesale communications remains
competitive following the significant market
consolidation of recent years. Competition continues
to increase as a result of wholesale carriers rolling
out their own IP network infrastructure and the switch
from legacy to next generation products. Our
competitors in the UK include Cable & Wireless
Worldwide, TalkTalk Group, Virgin Media and COLT, as
well as a range of equipment vendors. Many of these
competitors are also customers. Internationally, we
compete with the wholesale divisions of local
incumbents
and alternative network operators as well as global
wholesale players.
The wholesale market is beginning to adopt next
generation communications services like IP voice,
higher speed broadband over copper and fibre and
Ethernet for data connectivity. We have seen continued
bandwidth growth with capacity more than trebling on
our network over the past five years. To support the
rapid growth of high bandwidth services such as video over
fixed lines and mobile networks, a number of service
providers are buying wholesale managed services to meet
this demand quickly rather than building their own
infrastructure.
Bandwidth consumed measured in gigabits and rebased to April 2006 = 100
We expect the sale of wholesale managed network
services to continue to grow in line with
developments in services like fixed and mobile
broadband and internet-based TV.
In the UK, Ofcom regulates some of our wholesale
broadband products based on geographic markets: in
Market Three, which contains the most competitive
exchanges (mainly urban areas) our wholesale
broadband products are not regulated; in Market Two
where there is some competition (mainly suburban
areas), and in Market One where there is very little
or no competition (mainly rural areas), our products
are regulated.
Access
In the UK, we manage the last mile of the access
network the copper wires and fibre connecting homes
and businesses to their local telephone exchange
through Openreach. We offer wholesale access products
and services on an open and equal basis to CPs so that
they can offer voice and broadband services to their
own end customers.
The competitive challenge we face in the UK access
market varies according to geography. We face direct
competition in urban and metropolitan areas with
some competition in rural areas. We also face
competition from cable and mobile across our
footprint.
We supply a range of access products directly to large
and small CPs. This includes products such as LLU
(which enables CPs to lease the local loop
infrastructure from Openreach to offer voice and
broadband to their own customers), Wholesale Line
Rental (WLR) and Ethernet products. Under new
obligations, we will also be offering products which
give greater access to our underlying network
infrastructure such as access to ducts and poles.
16
BUSINESS REVIEW OUR MARKETS AND CUSTOMERS
In the traditional fixed-line access market, we
continue to see a steady rise in the number of
households in unbundled exchange areas, which over the last three
years has risen by around 5%.
In the UK local access market, the roll-out of
BTs super-fast broadband network will improve the
services
available to customers. Other companies have also
embarked on rolling out high-bandwidth broadband
networks, making this a competitive sector. Demand
for high bandwidth Ethernet access services also
continued to grow.
We also provide backhaul services for mobile voice and
data. We expect to see more demand for these services
with the increasing use of smartphones and tablet
devices. We believe that this market will continue to
develop in the coming years with the roll-out of next
generation access networks and high bandwidth
applications.
Regulation
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 has been 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 as 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.
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 KCOM Group 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. The UK Governments plans for
the digital economy have created a fund of up to £830m
that is available via competitive tender to bidders in
order to deliver the Governments ambition for rural
next generation access. This is not part of BTs USO,
but BT is likely to be one of the providers eligible
to bid for such funds.
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 2011 Ofcom
completed market reviews of the Wholesale Local Access
(WLA), Wholesale Broadband Access (WBA), WLR, and ISDN30 markets, covering
products such as LLU and IPstream. Ofcoms WLA review
conclusions 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.
In the WBA market, Ofcom increased the size of the
mainly urban deregulated geographic market (Market
Three), and introduced a price regulation obligation
in the rural areas (Market One) subject to further
consultation on appropriate charge controls (see SMP
charge controls below). Ofcom has deregulated the
ISDN30 market at the retail level and proposed charge
controls at wholesale level subject to further
consultation (see SMP charge controls below). Later in
the 2011 calendar year, Ofcom is expected to begin a
market review of the business connectivity markets
covering products such as retail and wholesale leased
lines.
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:
|
|
network charge controls (NCC) on wholesale interconnect
services we operate under
interconnection agreements with most other CPs |
|
|
|
partial private circuits (PPC) charge controls applying to certain wholesale leased lines
that BT provides to other network operators |
|
|
|
certain wholesale Ethernet access and backhaul services |
|
|
|
LLU and WLR. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 17 |
BUSINESS REVIEW OUR MARKETS AND CUSTOMERS
Ofcom is currently consulting on charge controls for
WBA Market One, LLU, WLR and ISDN30 Wholesale
products.
Ofcom has imposed SMP charge control regulation on
the mobile call termination market with effect from
April 2011. Termination rates charged by mobile
network operators will fall to 0.69 pence per minute
by April 2014. This will enable us to lower the cost
of calling mobiles from fixed lines.
Regulatory decisions by Ofcom are subject to appeal.
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 vast majority of the
commitments in the Undertakings have been delivered.
Business rates
The European Commission formally investigated the way
the UK Government set the rates payable on BTs
infrastructure and those paid by KCOM, and whether or
not the UK Government complied with EU rules on state
aid. The Commissions decision in October 2006 that
no state aid had been granted was appealed. In
January 2011, the appeal was rejected as
inadmissible.
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.
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.
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 in the UK and to EU competition law.
18
BUSINESS REVIEW
OUR RESOURCES
|
|
Brand and reputation |
|
|
|
People |
|
|
|
Networks and platforms |
|
|
|
Global research capability |
|
|
|
Suppliers |
|
|
|
Property portfolio |
92,600
People worldwide
(full-time equivalent employees)
c.120m km
Length of copper cable on our network
£684m
Investment in global research and development
16,700
Suppliers
8,400
Properties worldwide
BTs resources include our people, physical networks and property estate; our expertise and
intellectual property; our brand and reputation; and close relationships with people and
organisations, including major customers and suppliers. We seek to steward these assets and
relationships in a responsible and sustainable manner. We strive to recruit and retain talented
people, so that the company can best serve its customers, build relationships, remain innovative
and reduce its impact on the physical environment. We are investing to enhance our resources in the
long-term interests of the company and all its stakeholders. For example, as described elsewhere in
this report, we are committing £2.5bn to build a super-fast broadband network in the UK, while
expanding activities outside the UK, with a particular focus on the Asia Pacific region. We
continue the innovation which is vital to any company in our sector we filed 62 patent
applications over the past year.
Brand and reputation
When we develop our relationships with customers, when we make innovative and useful products, we
build our reputation. BT is proud to be one of the UKs most trusted brands our latest research
shows that consumers engagement with our brand has gone up 4.5% over the past year. Being a
responsible and sustainable business leader contributes to this.
Our brand values underpin how we like to get things done at BT. They outline the behaviour our
employees can expect from each other and what our customers can expect from us.
|
|
trustworthy: we do what we say we will |
|
|
|
helpful: we work as one team |
|
|
|
inspiring: we create new possibilities |
|
|
|
straightforward: we make things clear |
|
|
|
heart: we believe in what we do. |
As the official communications partner to the London 2012 Olympic Games and Paralympic Games, we
are providing the critical communications infrastructure to power the Games. The partnership is
already delivering real benefits and it is also helping us to engage with local communities. Six
out of 10 BT people who were surveyed as part of our annual employee survey say the partnership
makes them feel proud to work here.
As well as the Games themselves, the BT Paralympic World Cup in Manchester in May 2011 is in its
second successful year. Our Road to 2012 project with the National Portrait Gallery celebrates
those who are collectively making the Games happen.
People
Our people are a key resource and we are proud of what they achieve for our business. We
continually work on improving the engagement and motivation of our people as this leads to better
business performance and higher levels of customer service.
We recognise the quality of our leadership is vital to the success of BT. We ensure leaders at all
levels understand what is expected of them in leading and developing their teams.
Part of valuing our people is to recognise our responsibility when the requirement for various
skills changes over time. We have a successful track record of redeploying people by helping them
learn new skills and find jobs within BTs growth areas or while seconded to another organisation.
We have people on different types of working arrangements including part-time, term-time and job
share. Our resources at
31 March 2011 were equivalent to 75,660 full-time employees in the UK, and around 16,940 outside
the UK.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 19 |
BUSINESS REVIEW OUR RESOURCES
We continue to support an inclusive working environment where people can develop their careers and
expect to be treated fairly, regardless of their race, sex, religion/beliefs, disability, marital
or civil partnership status, age, sexual orientation, gender or caring responsibilities. We also
work with specialist recruitment agencies to enable the recruitment of people with disabilities and
we run a retention service to ensure that people can stay with us even if their capabilities
change.
Diversity of the BT workforce
We look to
improve customers experiences of BT by giving our people the up-to-date skills, tools and
experience needed to do their jobs. This starts with our nationally-recognised apprentice schemes,
which recruited nearly 500 engineers during 2011, and continues with opportunities to learn and
develop throughout an employees career. In BT Retail, we ran two programmes to provide apprentice
qualifications in job-related skills: customer service and business administration for our advisors
and leadership for our managers. During the year 8,100 people successfully completed these
qualifications.
In order to help deliver super-fast broadband, Openreach has recruited 200 ex-armed forces
personnel, who will become part of a mobile engineering workforce. They will be bringing their
experience of complex engineering tasks, their skills and technical expertise to bear on one of the
UKs largest infrastructure projects.
BT people are also encouraged to participate in their local communities. We run a formal
volunteering programme to help them do this. In 2011 BT people volunteered over 49,000 days, the
value of which we estimate at £13.8m. The community benefits from this involvement and the business
gains from the opportunity given to our people to enhance their existing skills or acquire new
ones.
People engagement and communication
Keeping our people informed of what is happening in BT is important. We use a range of
communications channels including a daily online news service, a quarterly magazine, podcasts and
web chats. We have a record of stable industrial relations and constructive relationships with the
recognised unions in the UK and works councils elsewhere in Europe. In the UK we recognise two main
trade unions the Communication Workers Union (CWU), which represents the engineering,
administrative and clerical population and Prospect, which represents managerial and professional
employees. We also operate a pan-European works council, the BT European Consultation Committee.
We measure how engaged BT people are through a quarterly survey and we ask 50,000 people each time
to tell us how they feel about their job, their team, their manager, senior leaders and BT. Last
year, despite challenging economic conditions, we held engagement steady. This year we have seen
improvements in how motivated people feel to do their best work. We use this regular and extensive
feedback to let line managers know more about their teams, how engaged they feel and what makes BT
people feel proud about what they do.
Reward and recognition
Because we value our people, we ensure that the reward they receive is fair for the job done
against external market comparisons. We conduct a market review of salaries every year. In 2010 we
agreed with the CWU a three-year pay deal which provides considerable stability for both employees
and the business. Discussions with Prospect reached an agreement for 2011 and more recent
discussions have concluded a further two-year pay deal, also providing stability through to 2013.
The same principles of fair pay for the work done are similarly applied in all other countries in
which we operate.
Our managers are rewarded with bonuses linked to the success of the business and their personal
contribution to it. Our most senior managers are also eligible for long-term incentives, but again,
payment is related to business success measured by BTs corporate performance over a three-year
period. For more information see the Report on directors remuneration on page 69. Different
arrangements apply to the most senior managers in Openreach but remain entirely related to business
performance.
We also provide savings-related share option plans in 25 countries. Under the BT employee share
investment plan we enable employees in the UK to participate in a tax and national
insurance-efficient share purchase scheme. We are pleased that more than 50% of BT people
participate in one or more of these share plans.
Pensions
Key parts of the reward package are the pension and retirement benefits for our people. In addition
to statutory retirement arrangements, BT provides retirement plans for staff in over 50 countries.
The largest of these plans is the BT Pension Scheme (BTPS), a defined benefit plan in the UK. The
BTPS has around 51,000 contributing members, 188,000 pensioners and 88,500 deferred members. The
BTPS was closed to new members on
31 March 2001. Benefits are based on pensionable salary and service.
We also offer the BT Retirement Saving Scheme (BTRSS), a defined contribution plan for eligible UK
employees, which has around 17,500 active members. It is a contract based, defined contribution
arrangement provided by Standard Life, a leading UK insurance company. The scheme members receive
benefits at retirement linked to contributions paid, the performance of each individuals chosen
investments and the annuity rates at retirement.
20
BUSINESS REVIEW OUR RESOURCES
Health and safety
The health and safety of our people remains of paramount importance and we continue to seek
improvements by focusing on behavioural and/or lifestyle changes to reduce risk and improve health.
Details of time lost to injury and sickness and their cost to BT are shown in the table below. The
rise in lost time injuries is largely attributable to accidents associated with the extended period
of ice and snow in the UK winter and some contribution from an increased overtime requirement in
the field engineering workforce.
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 2012 |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduce to 0.200 cases |
|
|
0.225 |
|
|
|
0.209 |
|
|
|
0.160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost to the business arising
from injuries resulting in time
off work |
|
|
£6.1m |
|
|
|
£5.6m |
|
|
|
£7.0m |
|
Sickness absence rate percentage of calendar days lost to sickness absence expressed as a
12-month rolling average
|
|
|
|
|
|
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
|
|
|
Target 2012 |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduce to 2.29% |
|
|
2.41% |
|
|
|
2.46% |
|
|
|
2.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
BT sick pay costs |
|
|
£90.1m |
|
|
|
£95.4m |
|
|
|
£85.2m |
|
Networks and platforms
One of our most valuable resources is our fixed-line communications network, which is the most
comprehensive in the UK with around 5,600 exchange areas , 670 local and 120 trunk processor units.
We own and maintain the last mile of the UKs local access network the copper wires and fibre
connecting homes and businesses to the core network operating approximately 120m kilometres of
copper. In addition, our plans for deploying super-fast broadband in the UK will result in the
installation of over 50,000 Kilometres of fibre.
BT continues to invest in broadband in the UK, offering a range of services delivered over copper
and fibre. Our copper wire broadband service offers speeds of up to 8Mbps (ADSL) and up to 20Mbps
where we have upgraded service to ADSL2+. Already, around 99% of UK premises can receive ADSL
service. We aim to make ADSL2+ services available to around 80% of properties by December 2011.
Our super-fast fibre-based broadband offers speeds of up to 40Mbps (FTTC) and 100Mbps (FTTP). We
aim to deploy super-fast broadband to two thirds of UK premises by the end of 2015. Our FTTC
product links roadside cabinets to telephone exchanges and our copper local loop is used to deliver
super-fast broadband to customer premises. FTTP involves installing fibre into homes or premises,
superseding the copper local loop. Our fibre services are competition ready from the day they are
installed other CPs can
buy access to the fibre on wholesale terms and then sell to customers in competition with BT Retail.
BTs deployment of FTTC and FTTP will underpin the communications infrastructure for the future UK
economy. In so doing, the enhanced internet speeds made possible by super-fast
fibre-based broadband increase the ability of our customers to work from home and access services without travel, yielding
environmental benefits. In addition to facilitating lower carbon alternatives for customers, we
continue to look for ways to reduce the energy consumption associated with delivering super-fast
broadband.
For business customers, we have also continued to extend our fibre Ethernet footprint, from 600
nodes in 2009 to 1,000 nodes in 2011. Ethernet is a next generation data connectivity service
offering high-speed, lower cost connectivity for large volumes of data between sites.
For non-domestic customers requiring international services, our international MPLS network
provides coverage and support around the world. It provides the performance, reliability, and
security of a leased-line network with the scalability and flexibility of an internet protocol
(IP) network. The BT MPLS service 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
Creating attractive and competitive propositions for customers is critical to the future of BT. We
operate an open innovation model, whereby our research and development team works with customers,
partners and universities around the world. They do so in partnership with our dedicated innovation
scanning teams in the US, Asia, Europe and the Middle East, which identified more than 400 new
technologies, business propositions and market trends over the year.
BT also seeks to drive agility and efficiency in the development process through our global
development centres, which are located in the UK, US, Europe and India. In so doing, we bring our
innovation scanning and research teams closer to our customers, designers and product development
teams, so that we can quickly capitalise on the opportunities they uncover. In 2011 we invested
£684m (2010: £789m) in global research and development to support our drive for innovation. This
investment comprised capitalised software development costs of £295m (2010: £345m) and research and
development operating costs of £389m (2010: £444m).
This year, we have applied our research and innovation capability to a number of strategic areas
for the business in particular enhancing BT Vision and the delivery of other information and
entertainment to customers. We have also supported BTs wi-fi service with the development of BTs
first smartphone application.
In 2011 we filed patent applications for 62 inventions (2010: 63). We routinely seek patent
protection in different countries including the US and China, and we currently maintain a total
worldwide portfolio of around 5,600 patents and applications.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 21 |
BUSINESS REVIEW OUR RESOURCES
Suppliers
BT works with around 16,700 suppliers across the world, spending approximately £11.3bn per annum
with them, with the top 100 suppliers accounting for more than 65% of this spend.
We source products and services from across the world and have procurement professionals located in
25 countries.
We operate a strategic sourcing process for the vast majority of spend to derive maximum value and
to meet BTs cost transformation goals. We ensure that appropriate suppliers are engaged,
underpinned by 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 2012 |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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% |
|
|
|
86% |
|
|
|
85% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total spend with external supply
base |
|
|
£11.3bn |
|
|
|
£12.0bn |
|
|
|
£13.0bn |
|
Ethical trading a measure of the application of BTs supply chain human rights standard
|
|
|
|
|
|
|
Non financial performance |
|
|
|
|
|
|
Target 2012 |
|
2011 |
|
2010 |
|
2009 |
|
|
|
|
|
|
|
|
To achieve 100% follow up
within three months for all
suppliers identified as high
or medium risk, through our
ethical standard questionnaires
|
|
70 risk
assessments
with 100%
follow up
|
|
180 risk
assessments
with 100%
follow up
|
|
78 risk
assessments
with 100%
follow up |
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
Value of spend where our suppliers
agree that BT ensures its purchase
are made, delivered, used and
disposed of in a socially and
environmentally responsible manner
(extrapolated from supplier survey
responses)
|
86% of
supplier
spend
|
|
86% of
supplier
spend
|
|
83% 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 2011 the average number of days between the invoice date and the date of the payment run for
the invoice was 64.
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 of between 60 and 73 days from receipt of a valid and undisputed invoice. 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 2011 we occupied around 6,500 properties in the UK, and around 1,850 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 89% 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. Approximately 87% of the
properties in the rest of the world are operational sites.
In recent years, our strategic focus on cost transformation 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 which has continued in 2011. See page 57 of
the Financial review for further details.
Our group property team has instigated a number of initiatives to reduce waste to landfill,
including changing contracts on its general waste to a recycling-led company and implementing new
recycling schemes at many sites.
Waste to landfill and recycling a measure of BTs use of resources
Non financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK only |
|
Target 2012 |
|
2011 |
|
|
2010 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Group
will reduce the tonnage of waste sent to landfill by 20% from 2011 levels |
|
|
69% |
|
|
|
15 |
% |
|
|
17 |
% |
|
|
reduction |
|
|
reduction |
|
reduction |
|
|
in waste to |
|
|
in waste to |
|
in waste to |
|
|
landfill from |
|
|
landfill from |
|
landfill from |
|
|
|
2010 |
|
|
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net benefit to the business of the
waste programme |
|
|
£2.03m |
|
|
|
£2.86ma |
|
£3.79ma |
|
|
|
|
a 2010 and 2009 figures are restated following a review of expenditure categorisation. |
22
BUSINESS REVIEW
OUR LINES OF BUSINESS
BT Global Services
During 2011 we consolidated our position as a global leader in networked IT services. Order intake
in the year grew by 10% as we signed contracts with major corporate and public sector customers. We
have implemented a new global operating model and industry sector strategy, and have achieved our
operating cash flow target a year ahead of plan.
£8,047m
Revenue
£593m
EBITDA
£119m
Operating cash flow
£7.3bn
Order intake
Business overview
BT Global Services is a global leader in the provision of managed networked IT services for large
corporate and public sector customers. We provide services to around 7,000 large corporate and
public sector customers with operations across the world in a wide range of sectors such as banking
and financial services, consumer packaged goods, logistics, pharmaceuticals and manufacturing. We
serve customers in the public sector in the UK, including central Government and local councils, as
well as public sector organisations in countries outside the UK.
We operate domestic businesses in key markets in Europe such as Italy, Germany, and Spain, where we
serve both multinational corporations and SME customers, and have local network infrastructure
including high-speed fibre networks in key cities. We have operations across the Americas, and a
strong business in Latin America based on an extensive satellite network. In 2010 we announced, and
started to deliver on, a strategic investment plan to strengthen our business in the Asia Pacific
region.
Our customers benefit from BTs global scale and operating model. Products are sold globally, and
customers are served locally by our teams in their own countries and sectors who understand their
specific business challenges and create locally relevant solutions. We call this operating
globally and delivering locally.
We make this possible through our assets and skills. These include our global IP network, data
centres, solution design and integration professionals and IT security experts. By combining
network, IT and professional services we create managed solutions that help our customers to
operate more efficiently.
Products and services
Networked IT services
We connect our customers to their customers through our Virtual Private Network (VPN), connectivity
and value added services. We provide a range of products and services to do this such as BT MPLS,
BT Etherflow and BT Application Assured Infrastructure (services to optimise application
performance over networks).
Unified communications
We provide a range of communication services to enable organisations to collaborate and communicate
better. This spans from the provision of PSTN and ISDN services, to our global managed services for
IP telephony, and collaboration tools, either hosted on the customer site or as a cloud-based
service.
Customer relationship management (CRM)
Through the combination of our professional services, cloud platforms and global inbound voice
services, we offer a suite of CRM tools that give our customers the flexibility and value they
require when dealing with their end customers.
Security
We provide a range of security and risk management products from professional services to assess
risk and vulnerability, through to a suite of proactive managed security services.
Data centre services
With our global estate of data centres across the world, we provide a range of hosting and managed
services. With the launch of our virtual data centre offering, BT Virtual Data Centre (VDC), we
have a new generation of cloud-based services, giving our customers the flexibility and agility
that comes from a cloud computing environment.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 23 |
BUSINESS REVIEW OUR LINES OF BUSINESS
Mobility
We provide a range of value-added services to help customers exploit the benefits of mobile
computing, from flexible working solutions through to services to enable customers to improve the
efficiency of both their supply chains and workforces.
Operating review
Last year our focus was on improving the business through better financial and operational
execution and the implementation of a strengthened controls environment. In 2011 we have reshaped
and refocused our business to serve our customers better and established a significantly more
competitive cost base.
We have continued to improve the efficiency of our operations, and reduce costs, helping to deliver
a 7% reduction in net operating costs. We achieved this through:
|
|
improving service levels to take out cost of failure |
|
|
|
working with our external suppliers to improve contract terms |
|
|
|
reviewing our network and changing our network topography |
|
|
|
rationalising our network assets and our operations |
|
|
|
improving the service we get from suppliers around the world. |
We have made changes to our global delivery model to improve contract execution. We improved our
bid management processes and created three global bid management centres to standardise processes
and share best practice. We have continued improving the start-up of major contracts, including
standardised and accelerated start-up processes to improve contracts in the early stage of
delivery.
During 2011, as part of our commitment to global customers in key industry sectors, we created four
global strategic sector teams to sit alongside our four regions: Banking & Financial Markets;
Commerce comprising manufacturing, logistics and pharmaceuticals; Consumer Packaged Goods; and
Government & Health. Customers in these sectors will benefit from a range of industry focused
products, solution design and infrastructure, as well as sector specific customer management and
service teams.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLOBAL
|
|
GLOBAL COMMERCE
|
|
GLOBAL
|
|
GLOBAL |
BANKING &
|
|
(MANUFACTURING,
|
|
CONSUMER
|
|
GOVERNMENT |
FINANCIAL
|
|
LOGISTICS &
|
|
PACKAGED
|
|
& HEALTH |
MARKETS
|
|
PHARMACEUTICALS)
|
|
GOODS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK
|
|
|
|
|
|
|
|
EMEA & LATIN AMERICA
|
|
|
|
|
|
|
|
UNITED STATES & CANADA
|
|
|
|
|
|
|
|
ASIA PACIFIC
|
During the year we signed contracts with a total order value of £7.3bn, up 10% over £6.6bn last
year. The market environment continues to be challenging with fewer very large deals, longer lead
times and pricing pressure all having an impact.
Notable contracts signed in the year include:
|
|
|
Customer |
|
Contract |
|
|
|
|
|
|
|
|
|
Unilever
|
|
A four-year extension to our
existing contract to supply
managed services in over 100
countries. |
|
|
|
|
|
|
|
|
|
UBS
|
|
A new five-year contract for the
provision of global voice and data
network services, including a
videoconferencing network and
audio conferencing services. |
|
|
|
|
|
|
|
|
|
Network Rail
|
|
A two-year extension of our
networked IT services contract. |
|
|
|
|
|
|
|
|
|
Defence Fixed
Telecommunications
Service (DFTS)
|
|
A three-year extension to our
DFTS agreement with the UK
Ministry of Defence. |
|
|
|
|
|
|
|
|
|
Southwest One (working in
partnership with Somerset
County Council, Taunton
Deane Borough Council,
Avon and Somerset Police
and IBM)
|
|
Provision of a high-speed
network to 269 schools and
educational establishments
in Somerset, UK. |
|
|
|
|
|
|
|
|
|
Ministerio de Defensa
de España, Spain
|
|
Provision of internet access,
security platform, and on-site
professional services to the Spanish
government. |
|
|
|
|
|
|
|
|
|
DigitPA (Agency for the
Digital Public Administration),
Italy
|
|
A seven-year contract to connect
340 offices in 125 countries,
providing communication services
and managing a global network. |
|
|
|
|
|
|
During the year we continued to execute on our larger customer contracts, for example working with
other London 2012 Olympic and Paralympic Games technology partners, under the direction of the
London 2012 Organising Committee, BT is building the communications infrastructure that will
support the communications needs of the event. The project is on track.
We have made good progress on our large NHS contracts. Our work delivering clinical information
systems at 80 NHS organisations across London and the South of England is now enabling around
170,000 healthcare professionals to provide better, safer patient care. N3, the secure national
broadband network built and managed by BT for the NHS, now serves over a million NHS users. The
Spine, the secure database and messaging service delivered by BT, continues to support the
increased use of key transformational services, such as Choose and Book, the electronic appointment
booking system, which saw the number of appointments booked electronically recently exceed 25m.
During the year the UK Government announced a review of all public sector spending and BT entered
into discussions with the Government on new arrangements designed to deliver efficiencies. In
October 2010 BT announced the signature of a Memorandum of Understanding with the UK Government
under which all of BTs central Government contracts remained in place.
During 2011 we launched new products and service enhancements, such as virtual data centre
offerings, and a series of enhancements to our OneVoice collaboration and communications tools. New
industry specific products and services were also launched, such as the collaboration suite for
financial markets which includes a next generation range of trader voice and collaboration
services.
24
BUSINESS REVIEW OUR LINES OF BUSINESS
We have also launched a range of products and services which help our customers reduce their
environmental footprint including:
|
|
our sustainability practice and carbon impact assessment offer |
|
|
|
a professional services smart grid offering in the US. |
In May 2010 we announced a strategic investment plan to strengthen our business in the Asia Pacific
region. We are recruiting up to 300 additional people in the key customer markets of Australia,
China, Hong Kong, India, Japan and Singapore, in order to build up our sales and professional
services teams, bid and project management, and service operations teams. This will allow BT to
provide enhanced service delivery capabilities as customers invest throughout the region. Our
continued commitment to the region and our customers was recognised through us winning the Telecom
Asia Best Managed Services Provider award for the second consecutive year.
During the year we made steady improvements in managing customer service we had fewer abandoned
calls, order accuracy improved and we reduced customer faults by 11%.
We were pleased to see our achievements recognised by external industry commentators, for example
at the World Communication Awards where we won Best Global Operator and in our placements in key
reports such as the March 2011 Gartner Magic Quadrant for Pan-European Network
Servicesa, and IDC MarketScape: Asia/Pacific Next-Generation Telecom Services 2010.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
8,047 |
|
|
|
8,513 |
|
|
|
8,628 |
|
Net operating costs |
|
|
7,454 |
|
|
|
8,056 |
|
|
|
8,367 |
|
|
EBITDA |
|
|
593 |
|
|
|
457 |
|
|
|
261 |
|
Depreciation and amortisation |
|
|
734 |
|
|
|
815 |
|
|
|
776 |
|
|
Operating loss |
|
|
(141 |
) |
|
|
(358 |
) |
|
|
(515 |
) |
|
Capital expenditure |
|
|
498 |
|
|
|
599 |
|
|
|
886 |
|
Operating cash flow |
|
|
119 |
|
|
|
(482 |
) |
|
|
(912 |
) |
|
In 2011 revenue decreased by 5% (2010: 1% decrease). Excluding the negative impact of foreign
exchange movements and the reduction in low-margin transit revenue, underlying revenue excluding
transit decreased by 4%, reflecting reduced UK calls and lines revenue. In addition, last year
included revenue of around £100m from the early delivery of contract milesetones.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
ICT and managed networks |
|
|
5,310 |
|
|
|
5,281 |
|
|
|
5,273 |
|
Calls and lines |
|
|
822 |
|
|
|
956 |
|
|
|
1,055 |
|
Transit |
|
|
623 |
|
|
|
782 |
|
|
|
869 |
|
Broadband and convergence |
|
|
318 |
|
|
|
334 |
|
|
|
321 |
|
Other global carrier |
|
|
206 |
|
|
|
229 |
|
|
|
237 |
|
Other products and services |
|
|
768 |
|
|
|
931 |
|
|
|
873 |
|
|
Total |
|
|
8,047 |
|
|
|
8,513 |
|
|
|
8,628 |
|
|
Revenue from networked IT services remained broadly flat (2010: broadly flat). Excluding the
impact of around £100m in the prior year from the early delivery of contract milestones, revenue
increased by 2%.
Calls and lines revenue decreased by 14% (2010: 9% decrease) reflecting the impact of the
continuing trend of customers migrating to alternative IP based services.
Transit revenue decreased by 20% (2010: 10% decrease) largely due to the impact of mobile
termination rate reductions in Continental Europe and the continuing trend of lower wholesale call
volumes. Other global carrier revenue decreased by 10% (2010: 3% decrease) due to lower volumes.
Broadband and convergence revenue decreased by 5% (2010: 4% increase). Other revenue, principally
comprising global product revenues, decreased by 18% (2010: 7% increase) partially due to foreign
exchange movements and lower global demand.
Net operating costs decreased by 7% (2010: 4% decrease) or 6% excluding transit. This improvement
reflects further progress with our cost efficiency initiatives during 2011 as set out on page 24.
Our progress in addressing the cost base is demonstrated by the 30% increase in EBITDA (2010: 75%
increase) to £593m.
Depreciation and amortisation decreased by 10% (2010: 5% increase) reflecting the reduction in
capital expenditure over the last two years.
The operating loss was £141m, a significant improvement compared with losses of £358m and £515m in
2010 and 2009, respectively.
Capital expenditure reduced by 17% (2010: 32% decrease) due to the timing of capital expenditure
across certain of our large customer contracts, the application of more stringent investment return
criteria and improved procurement and programme delivery.
Operating cash was an inflow of £119m, a significant improvement from an outflow of £482m in 2010
and £912m in 2009. The improvement was achieved through higher EBITDA, improved working capital and
lower capital expenditure. We expect to generate around £200m of operating cash flow in 2012.
a |
The Magic Quadrant is copyrighted 2011 by Gartner, Inc. and is reused with
permission. The Magic Quadrant is a graphical representation of a marketplace at and for a specific
time period. It depicts Gartners analysis of how certain vendors measure against criteria for that
marketplace, as defined by Gartner. Gartner does not endorse any vendor, product or service
depicted in the Magic Quadrant, and does not advise technology users to select only those vendors
placed in the Leaders quadrant. The Magic Quadrant is intended solely as a research tool, and is
not meant to be a specific guide to action. Gartner disclaims all warranties, express or implied,
with respect to this research, including any warranties of merchantability or fitness for a
particular purpose. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 25 |
BUSINESS REVIEW OUR LINES OF BUSINESS
BT Retail
Broadband performance has been a highlight of the year, with our highest quarterly share of
DSL and LLU net additions in eight years. Take-up of our BT Infinity fibre-based broadband product
continues to accelerate.
£7,748m
Revenue
£1,784m
EBITDA
64%
Retail share of DSL and LLU broadband net additions in the fourth quarter
5.7m
Total broadband customers
1m
SME customers
Business overview
BT Retail serves UK and Republic of Ireland consumers and SMEs through four customer-facing
divisions: BT Consumer, BT Business, BT Enterprises and BT Ireland. BT Enterprises also serves
global customers.
BT Consumer
BT is the leading provider of fixed-line voice and broadband services in the UK market. We offer our
customers a range of innovative and value-for-money calls, lines, broadband and TV packages.
Products and services
Calls and lines
We provide call services to over 10m of our fixed-line customers, offering value-added services
like call minder, and value-for-money unlimited call plans which include free access to 0800 and
0845 numbers.
Broadband
We serve the consumer broadband market with the BT and Plusnet brands. BT Total Broadband provides
value-added services such as online storage, security and free access to the largest network of
wi-fi hotspots in the UK, while Plusnet focuses on simple broadband packages for price-conscious
customers. BT Infinity is our super-fast broadband product, delivering download speeds of up to
40Mbps using FTTC technology.
TV
BT Vision
our television service has over 8,000 items of video on-demand content available
and offers BBC iPlayer plus TV replay services from ITV and Channel 4. BT Vision also now offers
Sky Sports channels on flexible contract terms and HD and 3D movies available for download.
YouView, the TV joint venture between the BBC, ITV, Channel 4, BT and others, will transform the UK
TV market, combining free digital channels with free on-demand content from public service
broadcasters delivered over broadband. The full commercial launch of YouView is planned for early
in the 2012 calendar year.
BT Business
We supply and support business calls and lines, broadband, internet, mobiles and mobile
applications, domains and web hosting, data and voice networks and IT services for SMEs. We sell to
SME customers through our call centres, online, or via our desk and field-based account teams. We
also serve the market via a network of 43 BT Local Businesses regional franchises with their own
sales staff and account management teams. Specialist business units within BT Business include:
|
|
BT iNet: a Cisco centre of excellence specialising in infrastructure, security and unified
communications |
|
|
|
BT Engage IT: a leading provider of business-to-business IT solutions and services |
|
|
|
BT Business Direct: an online store providing IT, computing and networking equipment plus
associated installation and support services for SMEs. |
26
BUSINESS REVIEW OUR LINES OF BUSINESS
BT Enterprises
BT Enterprises consists of a portfolio of five separate businesses:
|
|
|
|
|
|
|
BT Conferencing
|
|
Global provider of audio, video and
internet conferencing and
collaboration services |
|
|
|
|
|
|
|
|
|
BT Directories
|
|
Directory Enquiries (118 500),
operator and emergency services.
The Phone Book and online web
reviews of businesses |
|
|
|
|
|
|
|
|
|
BT Expedite
|
|
Software and IT services for
medium-sized retailers |
|
|
|
|
|
|
|
|
|
BT Redcare & Payphones
|
|
Residential and business alarm
monitoring and tracking facilities.
Managed, prison, card and private
payphones, as well as meeting our
regulatory obligations to provide a
public payphone service |
|
|
|
|
|
|
|
|
|
BT Openzone
|
|
Provision of premium wi-fi hotspots
offering broadband on the move to
retail customers and to wholesale
customers such as mobile network
operators. |
|
|
|
|
Each of these businesses operates as a standalone business, with the support of BTs brand and
customer relationships. BT Enterprises also serves larger organisations in the UK and worldwide
largely through BT Conferencing.
BT Ireland
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, SMEs and the government sector. We
are also responsible for providing regulated wholesale access via Openreach. In the Republic of
Ireland, we are one of the largest providers of wholesale network services to CPs.
Operating review
Despite the challenge of highly competitive markets we have grown in broadband, TV and the IT
services market while improving efficiency and reducing customer complaints. We remain focused on
reducing costs by simplifying, standardising and automating processes.
We have a range of programmes in progress designed to improve customer service and reduce costs
which declined 6% in the year. Over the past two years we have reduced customer complaints by 42%
while cutting service costs by enhancing self-service capabilities and reducing the number of
repeat contacts from
customers. A particular area of success has been the expansion of our Digital Care channels where
customers can contact us or find self-help support via channels such as Twitter, YouTube and the
bt.com community forums.
BT Consumer
Following the relaxation of Ofcom restrictions in 2009 we have been able to compete more
effectively with other companies offering bundled services, combining calls, broadband and TV
services. Bundle sales account for around 90% of new broadband installations and 1.4m of our
customers now take bundles of services. This has contributed to increased average annual revenue
per consumer user (ARPU) up to £326 as consumers take more products from us.
In the broadband market, BTs retail share of the DSL and LLU base has remained at around
36%despite an increasingly competitive market. Our retail share of net DSL and LLU additions in the
fourth quarter was 64% the highest level achieved in eight
years driven by competitively priced
bundles and seasonal promotions supported by marketing activity.
We have seen significant demand for BT Infinity, our super-fast fibre-based broadband
proposition currently offering download speeds of up to 40Mbps and upload speeds of up to 10Mbps.
Following the launch in January 2010, our BT Infinity customer base is now 144,000 and, in March
2011, 46% of customers who ordered broadband took BT Infinity in areas where it is available.
We are currently trialling our FTTP solution which will provide download speeds to 100Mbps,
offering further benefits to consumers.
The Plusnet brand continued to grow, with 31% of the Plusnet customer base now taking voice and
broadband services together. Plusnets success has been driven by a combination of competitively
priced packages, self-care tools for customers, referral discounts and a national marketing
campaign. Plusnet also collected a number of industry awards during the year from Simplify Digital,
Broadband Genie, PC Advisor and uSwitch. It was also ranked highest in the UK for customer service
by JD Power. In April 2011 Plusnet launched its own, competitively priced super-fast fibre-based
broadband proposition, offering customers download speeds of up to 40Mbps via FTTC.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 27 |
BUSINESS REVIEW OUR LINES OF BUSINESS
Our television service, BT Vision, had 575,000 customers at 31 March 2011 (2010: 467,000).
Following the Ofcom pay TV market investigation in March 2010, we launched Sky Sports 1 and Sky
Sports 2 on BT Vision in time for the 2010-11 Premier League football season. We also launched the
BBC iPlayer service on BT Vision and expanded our range of HD content, adding 3D movies for the
first time and enhancing our HD download service to provide a better customer experience.
Our BT broadband customers benefit from free access to the largest wi-fi hotspot network in the UK.
Comprising BT Openzone, BT Fon and Business Hubs, our customers can now get online at more than
2.8m locations. We have also launched the BT Fon application for smartphones and tablet computers
which automatically connects to the BT wi-fi network and has been downloaded over half a million
times.
In January 2011 we launched our new Home Hub 3, including Smart Wireless which looks for the
best wireless channel to ensure the strongest possible connection at all times. It uses 39% less
power and its smaller design typically uses 25% less plastic than previous models.
BT Business
BT Business has seen continued growth in IT services and mobility revenue up 17% and 14%,
respectively, and an improvement in line losses with net line losses in the second half of 2011
being 35% lower than in the same period in 2010. During the year we launched a range of new
business broadband propositions, offering a combination of competitive prices and tiered service
levels as well as fibre-based broadband offers.
We have also built our capabilities in the IT services market through BT Engage IT and BT iNet.
This year BT Engage IT announced it would offer pay as you go information security from Symantec
to offer value and flexibility to customers. BT iNet also now installs, integrates and maintains a
virtual data centre hosting solution for SME customers. Our BT Business Direct online store
provides IT, computing and networking equipment plus associated installation and support services
for SMEs.
BT Enterprises
Note: BT Openzone revenues are currently recognised within other units.
BT Conferencing launched Mobile Controller and Desktop Controller products for
audioconferencing services which allow customers to control their audioconferences from their
mobile or desktop more easily. We also launched interoperability for our telepresence videoconferencing services.
In 2011 BT Directories released the compact Phone Book, reducing its size by 15% to fit into
letter boxes, saving 2,000 tonnes of paper each year. BT Directories also launched a free Android
smartphone application to make The Phone Book available to mobile users.
BT Expedite delivered a new mobile-optimised web site for fashion clothing brand, Lyle & Scott and
extended the multichannel capability for Pets at Home with the addition of Click and Collect.
The volume of traffic carried by the BT Openzone network more than doubled compared with the
previous year to around 3bn minutes. In August 2010 BT signed a contract with Starbucks Coffee
Company to provide wi-fi across some 140 Starbucks coffee shops in Germany, extending BTs
relationship with Starbucks in the UK and Ireland.
BT Ireland
While BT Irelands revenue was impacted by the challenging economic conditions, profits
increased as a result of ongoing cost transformation programmes and the delivery of large retail
and wholesale contracts.
During the year we rolled out super-fast fibre-based broadband services in Northern Ireland. This
investment, in partnership with Northern Irelands Department of Enterprise, Trade and Investment
(DETI), will result in 89% of lines being connected to a fibre broadband cabinet by March 2012.
In the Republic of Ireland, BT secured a number of significant contracts in the corporate,
government and wholesale sectors including Danske Bank, Element Six and Pinebridge Investments.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
7,748 |
|
|
|
8,124 |
|
|
|
8,491 |
|
Net operating costs |
|
|
5,964 |
|
|
|
6,347 |
|
|
|
6,906 |
|
|
EBITDA |
|
|
1,784 |
|
|
|
1,777 |
|
|
|
1,585 |
|
Depreciation and amortisation |
|
|
443 |
|
|
|
459 |
|
|
|
426 |
|
|
Operating profit |
|
|
1,341 |
|
|
|
1,318 |
|
|
|
1,159 |
|
|
Capital expenditure |
|
|
434 |
|
|
|
417 |
|
|
|
471 |
|
Operating cash flow |
|
|
1,382 |
|
|
|
1,566 |
|
|
|
984 |
|
|
|
|
|
a |
Restated. See page 106. |
In 2011 revenue decreased by 5% (2010: 4%). Excluding a one-off benefit of £40m in 2010
relating to prior periods, the decrease was 4%. Revenue in the second half of 2011 was down 3%, an
improvement on the 5% decline in the first half after excluding the one-off benefit in 2010.
28
BUSINESS REVIEW OUR LINES OF BUSINESS
BT Consumer revenue decreased by 6% (2010: 3%) as the reduction in calls and lines revenue more
than offset growth in broadband revenue.
BT Business revenue decreased by 1% (2010: 8% decrease), as declines in calls and lines revenue
were largely offset by growth in IT services and mobility revenue.
BT
Enterprises revenue decreased by 2% (2010: 2% increase) principally due to lower revenue in BT Redcare & Payphones.
BT Ireland revenue decreased by 6% (2010: flat). Excluding the negative impact of foreign exchange movements and the
reduction in low-margin transit revenue, revenue decreased by 3%, in a difficult economic climate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
Calls and lines |
|
|
4,491 |
|
|
|
4,953 |
|
|
|
5,346 |
|
Broadband and convergence |
|
|
1,311 |
|
|
|
1,258 |
|
|
|
1,253 |
|
ICT and managed networks |
|
|
551 |
|
|
|
578 |
|
|
|
591 |
|
Other products and services |
|
|
949 |
|
|
|
962 |
|
|
|
958 |
|
|
External revenue |
|
|
7,302 |
|
|
|
7,751 |
|
|
|
8,148 |
|
Internal revenue |
|
|
446 |
|
|
|
373 |
|
|
|
343 |
|
|
Total |
|
|
7,748 |
|
|
|
8,124 |
|
|
|
8,491 |
|
|
|
|
|
a |
Restated. See page 108. |
Calls and lines revenue decreased by 9% in 2011 (2010: 7% decrease) in what continues to be a
competitive market environment.
Broadband and convergence revenue increased by 4% (2010: broadly flat) reflecting the success of
our broadband strategy, together with increased revenue from services such as mobility.
ICT and managed networks revenue decreased by 5% in 2011 (2010: 2% decrease).
Net operating costs decreased by 6% (2010: 8% decrease). The prior year included a favourable
one-off internal rebate of £15m relating to prior periods. The decrease reflects the reduction in
revenue but also our cost efficiency initiatives. Labour productivity efficiencies resulted in a 7%
reduction in total labour costs. These savings were offset by the planned investment in subscriber
acquisition costs, marketing and product development to drive future revenue growth.
The above factors contributed to a small increase in EBITDA to £1,784m in 2011 (2010: 12%
increase). However, excluding the one-off benefits of £55m in 2010, the increase in 2011 was 4%.
Depreciation and amortisation decreased by 3% (2010: 8% increase) due to the lower level of capital
expenditure in recent years.
Operating profit increased by 2% in 2011 (2010: 14% increase). Excluding the one-off benefits of
£55m in 2010, the growth in 2011 was 6%.
Capital expenditure increased by 4% in 2011 (2010: 11% decrease) as a result of the continued
investment in higher speed broadband services and the investment in the fibre-based broadband
roll-out in Northern Ireland.
Operating cash flow decreased by 12% in 2011 (2010: 59% increase). This reflects the impact of some
strong working capital receipts in 2010.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 29 |
BUSINESS REVIEW OUR LINES OF BUSINESS
BT Wholesale
During 2011 we continued our transformation from a traditional product-based wholesale business
to one focused on an IP future, entering adjacent markets such as digital content distribution and
delivering long-term managed services to our wholesale customers.
£4,210m
Revenue
£1,316m
EBITDA
24%
of external revenue from managed network
services contracts
40%
of external revenue under long-term contracts
Business overview
BT Wholesale provides a broad range of voice, broadband and data communications services,
including managed network services (MNS) for fixed and mobile network operators (MNOs), ISPs and
telecoms resellers in the UK.
Through our Media and Broadcast and agilemedia business units we also support the network needs of
global broadcasting organisations, from connectivity and digital media management to production,
post-production and interactive audience participation. Through close collaboration with Global
Telecoms Markets the wholesale arm of BT Global Services the business also supports the needs
of communications provider customers worldwide.
Over the last three years we have built a successful MNS business for fixed and mobile CPs with
differing requirements, from fully managed network outsourcing for operators with significant
network assets to white label managed services designed to help brand extenders with limited or no
infrastructure.
We manage and support the network and services requirements of a number of national operators
including KCOM Group, Virgin Media, Orange UK, Vodafone, O2 and MBNL. By making our networks and
services available to other CPs, we provide them with an alternative to building their own network
infrastructure.
We have long-term MNS contracts in place with all of the UKs mobile network operators to help them
manage the growth in mobile data and video content generated by 3G services with high speed data
connections that link mobile base stations to their and BTs core networks.
30
BUSINESS REVIEW OUR LINES OF BUSINESS
Products and services
Wholesale broadband
We are the UKs largest wholesale provider of broadband, nationally measured by reach and revenue.
This includes sales to CP customers with their own broadband infrastructure but which choose our
services outside their own network footprints, as well as other parts of the BT Group.
We offer a range of broadband services, delivered over copper and fibre with speeds of up to 8Mbps
(ADSL), up to 20Mbps (ADSL2+) and up to 40Mbps over fibre. At 31 March 2011 our up to 20Mbps
service, was available from exchanges serving over 65% of UK premises (2010: 55%). At the end of
March 2011 more than 35 CPs were either selling or trialling our fibre-based broadband service.
Content distribution network
During the year we developed a content distribution network to help our CP customers manage the
rapidly rising volume of video content which is being downloaded over fixed and mobile broadband
networks. Our network will make this traffic more cost-efficient for CPs to manage and, through the
provision of quality of service, will enable assured quality and a range of new business models for
digital content.
Wholesale Ethernet
We offer IP-based Ethernet services giving customers high-speed data connectivity at a range of
speeds up to 1Gbps. At 31 March 2011 Wholesale Ethernet over fibre was available from over 1,000
nodes throughout the UK (2010: 800 nodes).
Private and partial private circuits
BT Wholesale is a major provider of traditional data circuits in the UK which help our customers to
extend the reach of their services and act as infill solutions for their own networks.
Capacity and call-based products
We continue to sell a wide range of capacity and call-based products and services, both regulated
and non-regulated, using both traditional and IP technologies. As we refresh our core portfolio
with next generation replacements, we are migrating these services to our IP network platform. 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 handsets.
White label managed services
Our white label managed services business enables customers with limited or no infrastructure to
offer telecoms services such as telephony and broadband without the need to invest capital. We
provide a complete service, from accepting and processing new orders through to customer service
and end user billing.
Operating review
We are committed to becoming our customers partner of choice by continuously improving our
service delivery and customer satisfaction, reducing cost, evolving our traditional product
portfolio and launching new IP-based services.
We reduced operating costs by 11% in the year, largely by eliminating the cost of failure
through improvements in the delivery of products and getting services right first time. We have
reduced the cost of service delivery by 46% over the last three years, reduced discretionary spend
and consolidated our property portfolio to reduce costs.
In May 2010 we announced the availability of our global IP Exchange platform, which is now in use
by over 120 fixed-line and mobile operators worldwide. The number of minutes carried over the
platform doubled over the last year.
We also launched a 1Gbps Ethernet service nationally in the UK and the sale of our fixed-line
Ethernet service increased more than three-fold over the previous year.
In March 2011 we launched our first digital content distribution propositions to the UK market.
The majority of BT Wholesales largest UK customers by revenue have signed long-term contracts,
typically for between three and five years. As a result, the proportion of our external revenue
underpinned by long-term contracts remained at 40% in 2011.
Revenue from MNS contracts continued to grow, and accounted for 24% of external revenue in 2011, up
from 21% in the previous year. These contracts include a high proportion of products and services
with low levels of bespoke development. This allows us to defend existing product and service
revenues, as well as creating new opportunities for growth.
During 2011 we signed managed network services contracts with a total order value of £1.2bn (2010:
£1.8bn). These included:
|
|
|
|
|
Date |
|
Customer |
|
Details |
|
May 2010
|
|
Scottish and
Southern
Energy
(SSE)
|
|
Re-sign of a long-term agreement for
fully managed voice and wholesale line
rental services that SSE resells under its
own brand to more than 250,000
consumers in the UK. |
|
Feb 2011
|
|
KCOM
Group
|
|
Five-year extension of our national
managed network outsourcing
agreement with KCOM Group with the
addition of a hosted IP Voice service
that KCOM is reselling. |
|
A number of our existing managed network services agreements have led to follow-on contracts, such
as a power management contract with Virgin Media.
Our commercial satellite services are also helping non-governmental organisations provide
critical aid services in hard to reach locations and support the delivery of education services in
developing countries. Our satellite services are helping to improve the accuracy of European GPS
services and are being used by UK energy suppliers to link remote wind farms in the UK to
centralised monitoring systems.
During the year, BT Wholesale was named Best Wholesale Carrier for the first time at the World
Communication Awards 2010.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
4,210 |
|
|
|
4,592 |
|
|
|
4,800 |
|
Internal revenue |
|
|
980 |
|
|
|
1,226 |
|
|
|
1,228 |
|
External revenue |
|
|
3,230 |
|
|
|
3,366 |
|
|
|
3,572 |
|
|
Net operating costs |
|
|
2,894 |
|
|
|
3,239 |
|
|
|
3,444 |
|
|
EBITDA |
|
|
1,316 |
|
|
|
1,353 |
|
|
|
1,356 |
|
Depreciation and amortisation |
|
|
619 |
|
|
|
680 |
|
|
|
686 |
|
|
Operating profit |
|
|
697 |
|
|
|
673 |
|
|
|
670 |
|
|
Capital expenditure |
|
|
329 |
|
|
|
325 |
|
|
|
435 |
|
Operating cash flow |
|
|
911 |
|
|
|
917 |
|
|
|
903 |
|
|
|
|
|
a |
|
Restated. See page 106. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 31 |
BUSINESS REVIEW OUR LINES OF BUSINESS
In 2011 revenue declined by 8% (2010: 4% decline). After reflecting changes in
the internal trading model in 2011, which impacted internal revenue by £204m in 2010, revenue
declined by 4%. Excluding low-margin transit revenue, underlying revenue declined by 3%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
Transit |
|
|
895 |
|
|
|
976 |
|
|
|
1,134 |
|
Conveyance and interconnect |
|
|
609 |
|
|
|
578 |
|
|
|
728 |
|
ICT and managed networks |
|
|
771 |
|
|
|
715 |
|
|
|
518 |
|
Broadband and convergence |
|
|
335 |
|
|
|
488 |
|
|
|
543 |
|
Calls and lines |
|
|
282 |
|
|
|
316 |
|
|
|
398 |
|
Other products and services |
|
|
338 |
|
|
|
293 |
|
|
|
251 |
|
|
External revenue |
|
|
3,230 |
|
|
|
3,366 |
|
|
|
3,572 |
|
Internal revenue |
|
|
980 |
|
|
|
1,226 |
|
|
|
1,228 |
|
|
Total |
|
|
4,210 |
|
|
|
4,592 |
|
|
|
4,800 |
|
|
|
|
|
a |
|
Restated. See page 108. |
Transit revenue decreased by 8% (2010: 14% decrease) as a result of transit volume reductions
and the price impact of regulatory mobile termination rate reductions.
Conveyance and interconnect revenue increased by 5% (2010: 21% decrease) driven by higher volumes.
Broadband and convergence revenue decreased by 31% (2010: 10% decrease) due to securing volumes
under long-term MNS contracts and, to a lesser extent, the continuing trend of CPs switching to LLU
provided by Openreach.
The declines have been partly offset by an increase of 8% in MNS revenue (2010: 38% increase). The
rate of growth has slowed compared with 2010 as the focus on contracts has switched to delivery and
achieving key milestones.
Calls and lines revenue decreased by 11% (2010: 21% decrease) reflecting lower circuit volumes as
customers seek alternative products and services such as Ethernet.
Other products and services revenue increased by 15% (2010: 17% increase) partly driven by growth
in IP-based Ethernet services.
Net operating costs decreased by 11% (2010: 6% decrease) or 5% after reflecting the impact of
changes in the internal trading model. Excluding transit, the decrease was 3%. The decrease was
partly due to the decline in revenue, but also due to the impact of our cost efficiency programmes
principally through reductions in our total labour resource.
The above factors contributed to a 3% decrease in EBITDA (2010: broadly flat).
Depreciation and amortisation decreased by 9% to £619m (2010: 1% decrease).
Operating profit increased by 4% (2010: broadly flat) due to the decline in EBITDA being offset by
lower depreciation and amortisation.
Capital expenditure increased by 1% (2010: 25% decrease), reflecting the increased investment in
our Ethernet and Wholesale Broadband Connect footprints.
Operating cash flow decreased by 1% in 2011 (2010: 2% increase). After adjusting 2010 for the intra
group VAT settlement with Openreach, operating cash flow decreased by 7%, primarily due to the
timing of working capital payments and the increase in capital expenditure.
32
BUSINESS REVIEW OUR LINES OF BUSINESS
Openreach
During the year we continued to roll out our super-fast broadband at scale and are on track
to pass 5m homes inspring 2011. For the first time since we were formed, we have seen growth in our
copper line base.
£4,930m
Revenue
£2,132m
EBITDA
11,000
Growth in copper line base in 2011
62%
Increase in Ethernet connections
Business overview
Openreach
is responsible for the last mile of the UK access network the copper wires and
fibre connecting homes and businesses to their local telephone exchange via fixed-line local and
backhaul connections. Openreach connects 5,600 exchange areas through approximately 120m kilometres
of copper wire. All Openreach customers currently approximately 490 CPs, including other BT
lines of business are offered fair, equal and open access to its networks. We have nearly 19,000
field engineers who 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.
Products and services
Wholesale line rental
Wholesale line rental (WLR) enables CPs to offer telephony services with their own brand and
pricing structure over BTs network.
Local loop unbundling
LLU enables CPs to use the lines connecting BT exchanges to end users premises, and to install
their own equipment in those exchanges.
Ethernet
Openreachs Ethernet products offer CPs a wide
choice of high bandwidth circuits to build or
extend their customers data networks.
Fibre-based broadband
Openreach plans to make fibre-based services available to 10m UK premises by 2012 and to two thirds
of premises by the end of 2015, offering speeds of up to 100Mbps. Super-fast fibre access is
provided by our Generic Ethernet Access product which comes in two types: FTTC offering download
speeds of up to 40Mbps and upload speeds of up to 15Mbps; and FTTP offering download speeds of up
to 100Mbps and upload speeds of up to 30Mbps. There are a number of CPs currently offering or
trialling FTTC and FTTP.
At 31 March 2011 Openreach had identified 12 trial sites for its FTTP product and already passed
over 12,000 UK premises.
Operating review
2011 was an extremely busy year for Openreach with high levels of demand across our products.
At 31 March 2011 Openreach was providing 16.9m WLR lines to other BT lines of business, and 6.2m
to other CPs.
By the end of the year, 89% of UK premises were served by an unbundled exchange and there were
15.7m unbundled lines in the UK, up 6.5% on the previous year. Of these, 8.1m were for other BT
lines of business to support broadband services and 7.6m were for other CPs. Thirty CPs are
providing unbundled services, and Openreach is fulfilling more than 100,000 LLU orders a week.
This increase in LLU uptake was stimulated by further demand in the broadband market and drove
overall engineering provision visits up over 25% year-on-year. We completed over 65,000 Broadband
Boost visits where engineers visit homes to improve broadband services.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 33 |
BUSINESS REVIEW OUR LINES OF BUSINESS
The 11,000 net increase in the copper line base was the first growth since the formation of
Openreach in 2006.
We also began to see an acceleration in the number of end-users on our fibre-based services.
Across other products we continued to grow our Ethernet base with connections up 62%.
Repair visits increased 21% year-on-year partly because of the extra activity in the network. The
repair workstack reached its peak during January and this was due to increased provision volumes
coupled with very poor winter weather conditions and a 134% increase in faults relating to cable
theft and vandalism. These attacks accounted for 85,000 faults on the live network.
Our focus on engineer task times (average task times for repair/provision fell 19% and 10%,
respectively) and short-term use of additional engineering resource helped to improve the workstack
as we reached the end of the year. The repair workstack increase resulted in a slight fall in our
mean time between faults, which stands at one fault every 14 years, but still compares favourably
with our historical performance.
Openreach operates an engineering fleet of more than 21,000 vehicles and is committed to
finding innovative ways to minimise its environmental impact. For example, over 18,500 of our
vehicles are now equipped with satellite location technology that is designed to improve the
efficiency of engineering visits, thereby reducing fuel usage. During the year we have reduced our
total fleet by just under 500 vehicles and on a like-for-like basis, considering the increases in
both provision and repair visits, we reduced our fuel usage per visit by 11%.
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
External revenue |
|
|
1,459 |
|
|
|
1,241 |
|
|
|
1,042 |
|
Revenue from other BT lines
of business |
|
|
3,471 |
|
|
|
3,923 |
|
|
|
4,189 |
|
|
Revenue |
|
|
4,930 |
|
|
|
5,164 |
|
|
|
5,231 |
|
Net operating costs |
|
|
2,798 |
|
|
|
3,204 |
|
|
|
3,235 |
|
|
EBITDA |
|
|
2,132 |
|
|
|
1,960 |
|
|
|
1,996 |
|
Depreciation and amortisation |
|
|
877 |
|
|
|
856 |
|
|
|
778 |
|
|
Operating profit |
|
|
1,255 |
|
|
|
1,104 |
|
|
|
1,218 |
|
|
Capital expenditure |
|
|
1,087 |
|
|
|
907 |
|
|
|
951 |
|
Operating cash flow |
|
|
1,078 |
|
|
|
1,167 |
|
|
|
1,079 |
|
|
|
|
a |
Restated. See page 106. |
In 2011 revenue decreased by 5% (2010: 1% decrease). After reflecting changes in
the internal trading model in 2011, which impacted internal revenue by £204m in 2010, revenue
was 1% lower. Higher LLU and Ethernet volumes and provisions activity were largely offset by price
reductions and the continued migration from WLR to lower priced Metallic Path Facility (MPF).
External revenue was £1,459m in 2011, an increase of 18% (2010: 19% increase) and reflects the
continuing migration of end customers to other CPs WLR and LLU products. External revenue
represented 30% of our revenue in 2011 (2010: 24%).
Revenue from other BT lines of business decreased by 12% to £3,471m in 2011 (2010: 6% decrease).
After reflecting changes in the internal trading model, revenue from other BT lines of business
decreased by 7% reflecting the shift of WLR and LLU volumes from other BT lines of business to
external CPs and the effect of lower Ethernet prices, partly offset by volume increases.
Net operating costs reduced by 13% (2010: 1% decrease). After reflecting the impact of changes in
the internal trading model and excluding leaver costs, net operating costs reduced by 5% in 2011
achieved through process efficiencies in volume engineering activities.
EBITDA increased by 9% (2010: 2% decrease) as the cost efficiencies have offset the reduction in
revenue.
Depreciation and amortisation increased by 2% (2010: 10% increase) reflecting investment in our
next generation broadband, Ethernet and fibre services.
Operating profit increased by 14% in 2011 (2010: 9% decrease).
Capital expenditure increased by 20% (2010: 5% decrease) due to the investment in our super-fast fibre-based
broadband network and the increase in CPs infrastructure build and provision activities.
Operating cash flow decreased by 8% (2010: 8% increase). After adjusting 2010 for the intra group
VAT settlement with BT Wholesale, operating cash flow decreased by 2% in 2011 as the higher capital
expenditure was largely offset by the increased EBITDA.
34
BUSINESS REVIEW OUR LINES OF BUSINESS
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. These are 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 and India 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.
In 2011 we reduced our unit costs by 12% (2010: 31%) through a quality delivery process, which
focuses on re-use, consolidation and standardisation, by developing software which can be used to
guide decisions about development, and supplier management.
We embed sustainability into our current innovation and design approach by including energy
usage as a design criteria in our network and service architectures both for BT internal use and to
enable our lines of business to offer low carbon products and services to customers. For example,
in 2011 we developed an ADSL technology called Cool Broadband that configures ADSL lines to be
always available rather than always fully on and has the potential to reduce energy consumption
by around 30% per line without affecting the customers experience. During 2011 we successfully
conducted customer trials and we are working with suppliers towards a development plan.
To ensure our focus on being a sustainable and responsible business leader well into the future, we
have a dedicated research team focused on developing opportunities for future gains in energy and
carbon management and on using cutting edge technologies to improve accessibility and inclusion for
the hearing, sight and physically impaired.
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 monitor the reliability of BTs networks and systems, and during 2011 we had challenges but in
the fourth quarter we saw an improvement in performance. A key driver to the improvement is due to
uplifts on our core network platforms and systems infrastructure.
|
|
|
|
|
|
|
|
|
Q4 2011 |
|
Q4 2010 |
|
|
|
|
|
|
|
|
|
|
Reliability performance measure
|
|
28.2%
improvement
over fourth
quarter of
2010
|
|
10.8%
improvement
over fourth
quarter of
2009
|
|
Reliability is measured as
the reduction in frequency
and duration of network
and system outages for
certain product journeys. |
|
We establish 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 manages the groups energy strategy which aims to reduce consumption, establish
security of supply and reduce carbon emissions. Networks and data centres managed by BT Operate
account for a significant amount of BTs energy consumption in the UK.
This year, BT has reduced global energy consumption by 2.5% compared with 2010. This is the second
consecutive year that BT has reduced overall energy consumption, despite additional energy required
for business growth and expansion of networks. In the UK, energy consumption has reduced by 2.6%
compared to 2010.
Our energy consumption reductions have been achieved by driving key initiatives including Smart
Energy Control by delivering building energy management systems to many sites with further sites
planned for 2012. They have also been achieved by replacing energy-inefficient equipment, and
decommissioning and rationalising our estate.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 35 |
BUSINESS REVIEW
OUR CORPORATE RESPONSIBILITY
|
Introduction |
|
|
Building stronger communities |
|
|
Reducing carbon emissions and our impact on the environment |
|
|
Behaving responsibly |
|
|
Our corporate responsibility risks |
|
|
Further information |
Taking corporate responsibility and sustainability seriously has been important to BT for many
years. To better reflect this, we updated our business strategy this year, so that being a
responsible and sustainable business leader became one of our strategic priorities. This will help us to
further integrate sustainability into our daily decision-making.
Our approach to developing and delivering our corporate responsibility
Introduction
We have a long track record of acting responsibly and supporting the communities to whom we
deliver services. Our support for Children in Need telethons dates back to 1980, and that for Comic
Relief to 1988. Our environmental management system dates back to 1991. We have long-standing
ethical supply chain management processes and policies on equal opportunities, fair pay and
anti-bullying.
One way in which businesses strive to do better in terms of acting responsibly is to compete with
others for awards. We enter these to help benchmark ourselves against the efforts of
other like-minded organisations. In 2011 we were proud that we maintained gold sector status in the
Dow Jones Sustainability Index and Platinum Plus level in the Business in the Community Corporate
Responsibility Index, as well as attaining a place in the FTSE4Good Index. We were in joint first
place in the Carbon Disclosure Projects Leadership Index, won the World Communication Award
Green Award and won the Edie Award for Environmental Excellence in the Sustainable Transport category.
We are
focused on a number of strategic priorities and in 2011 we added a new strategic priority
to be a responsible and sustainable business leader to leave no doubt about the importance we
place on acting ethically and in the interests of the environment. This reflects an ongoing
commitment to integrate the principles of sustainability into the way we do business.
We measure progress towards our corporate responsibility (CR) goals in accordance with the
principles of the Connected Reporting Framework sponsored by HRH the Prince of Wales. Our
sustainability report provides full details of our progress and can be found online at
www.bt.com/betterfuture
We are focusing our activity on three areas to deliver our new strategic priority:
|
building stronger communities through the power of our technology and people |
|
|
reducing carbon emissions and our impact on the environment through our operations and
products |
|
|
behaving responsibly towards our customers, people and suppliers. |
The importance of CR is emphasised by the existence of a Board Committee dedicated to CR and
chaired by the BT plc Group Chairman. We also receive advice from an external leadership panel of
independent experts. See
Report of the directors Report of the Committee for Sustainable & Responsible Business on page 68
for more information.
Building stronger communities
We are using our technology and the skills and creativity of our people to make a positive
difference to the communities in which we work.
Digital inclusion
The economic benefit of getting everyone online in the UK is estimated at £22 billion (the
Economic Case for Digital Inclusion PricewaterhouseCoopers LLP, October 2009). We help
communities enjoy the benefits of technology through our commitment to improve digital inclusion.
We aim to get at least 100,000 digitally excluded people online as part of our support for the UKs
Race Online 2012. We have underpinned this with our large investment in the UKs digital
infrastructure and programmes like our Race to Infinity
an online vote which resulted in
winning communities being prioritised as part of our fibre roll-out programme.
36
BUSINESS REVIEW OUR CORPORATE RESPONSIBILITY
We support older and less able customers through our accessible services. In 2011 we launched
BTs Including You website, which offers a range of accessible products and services for those
who need extra help with communications. We are proud that the initiative was the first to receive
a new accreditation mark from AbilityNet, a charity that enables people with disabilities to access
technology and the internet.
Skills and training
We support customers who feel they do not have the skills to use our services through our Get
IT Together programme launched in 2010.
In many countries around the world we also provide community investment support to address digital
inclusion locally. In India, our support for the Katha Information Technology and E-Commerce School
(KITES) equips students with the IT skills that will help them to build promising careers in the
local job market. We have digital inclusion programmes in the US, Colombia, Spain and South Africa.
Our contribution to digital inclusion around the world supports our brand and helps us to
contribute to building stronger local communities.
Charitable involvement
We work closely with charities to help them enhance their capacity and their fundraising. We
help community and charity groups build an online presence through resources such as our Community
Web Kit.
BT Troubleshooter is a new free service that gives UK charities access to BT people to help them to tackle particular problems.
Our support for telethons continues to assist charities with their fundraising. In 2011 our
technology and employee volunteers helped Children in Need and Comic Relief raise over £34m through
BT supported telethons.
In April 2011 BT launched a new online fundraising service for UK charities called MyDonate
(www.bt.com/mydonate), the first online fundraising service not to charge a subscription
fee or take commission. We developed the MyDonate service with a
number of charities including
Cancer Research UK, Changing Faces, Kids Out, NSPCC and Womens Aid. We were encouraged that
within days of launch, hundreds of charities had signed up to exploit this new platform for giving.
We also support our employees in their involvement in charities and community groups. We did this
in 2011 through our employee volunteering programme, our employee charity match programme and
through our BT Community Champions programme. In 2010 we asked our people to vote on which
charities they wanted to be the companys fundraising charity partners. They chose Cancer Research
UK to join ChildLine. We are pleased to work with these organisations.
Overall this year BT invested money, time and in-kind contributions worth £27.6m in supporting
responsible and sustainable business activities.
Reducing carbon emissions and our impact on the environment
BT aims to reduce its impact on the environment through a range of initiatives. These include
reducing energy and water use, generating our own renewable energy, bringing down waste and
implementing responsible product stewardship.
Reducing our own emissions and energy usage
Our aim is to continue to reduce carbon emissions. We have set ourselves an ambitious carbon
emissions reduction target linked to our economic contribution to GDP. In 2011 we reduced our
carbon emissions intensity per unit of value added (our contribution to GDP) by 59% compared with
1997. We continue to make good progress towards our target of achieveing an 80% reduction in our
worldwide emissions intensity by 2020, compared with 1997. A description of our
energy reduction progress and how it was achieved is included in the BT Operate section on page 35.
In 2007 we announced plans to develop our own onshore wind farms so that we can produce around
25% of our electricity from renewable resources by 2016. This has proved challenging in terms
of securing planning permission. However, we have had one site agreed in North East England and
others are in train.
Engaging with the UK Government
Through our actions and engagement with the UK Government, we are trying to encourage
investment in low-carbon electricity generation. One way to help stimulate the creation of a clear
market for renewable and low-carbon energy would be to introduce a colour-coded label on all
electricity sold in the UK, enabling customers to easily assess the green credentials of the
electricity they buy. Such a system has worked successfully in driving low-carbon purchasing decisions in other markets such as white goods and vehicles.
We believe this type of transparent carbon information, supported by tax incentives, would
stimulate demand for green energy, and help the UK to move more quickly to a low-carbon energy
market. It would also resolve the problem of double-counting of green electricity and remove the
confusion surrounding current green tariffs.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 37 |
BUSINESS REVIEW OUR CORPORATE RESPONSIBILITY
Engaging with vendors
In February 2011 we introduced a new procurement standard requiring all suppliers to measure
and report their carbon and greenhouse gas emissions and set reduction targets. This is designed to
encourage supplier innovation and to speed up development of low-carbon technologies. We ran
workshops in partnership with the Carbon Trust this year to help 80 UK SMEs improve their
understanding of climate change and develop action plans to reduce their impact.
Engaging with customers
Reports such as SMART2020 show that the ICT sector as a whole has the opportunity to help
society reduce global carbon emissions by as much as 15% by 2020. We work with customers to help
them to reduce their carbon emissions and energy consumption through the supply of energy-efficient
products and solutions. We encourage business customers to replace travel with digital
communications and in the UK we announced a smart metering consortium in partnership with Arquiva
and Detica. These and other low-carbon opportunities are realised through our customer-facing lines
of business and described in BT Global Services on page 23 and BT Retail on page 26.
Behaving responsibly
We strive to behave responsibly towards our customers, suppliers, employees and neighbours.
We expect everyone at BT to meet high ethical standards and we want to do business with suppliers
and customers we can trust and who share our values.
We have a governance structure in place to monitor that our ethical policies reflect best practice
and are routinely applied.
We are implementing an anti-corruption and bribery programme to build on our ethical culture. We
have policies and procedures in place to mitigate the risk of any BT employee, or anyone acting on
our behalf, breaching our ethical code of conduct.
Ethical
performance measure an index measured on a five point scale of the success of BTs employee awareness and training.
Non financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
Target 2012 |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Maintain or improve our 2011
index score |
|
|
4.16 |
|
|
|
4.10 |
|
|
New in 2010 |
|
|
Financial performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue support
Customer bids with a
sustainability element |
|
£2.1bn |
| |
£2.1bn |
| |
£1.5 bn |
|
|
We take our
responsibilities as an ISP seriously. Using Cleanfeed our content filtering
solution BT continues to prevent inadvertent access to images of child sexual abuse as
identified by the Internet Watch Foundation. We have shared, without charge, the technical solution
with other carriers. To supplement this, in March 2011 BT launched a new range of printed and
online safety advice to help parents keep children safe on the internet. At the same time we
launched a major campaign to prompt BT broadband customers to consider BTs free Family Protection
parental-control software. The software is offered automatically as part of the install process.
BT is participating in research at the University of Cambridge, Massachusetts Institute of
Technology and Tsinghua University, assessing how people react to technological change and how these
changes affect the productivity and well-being of individuals and society as a whole.
BTs approach to privacy and data protection includes both technological solutions and a focus on
employee awareness and behaviour. In 2011 we established a number of regional governance committees
which oversee our approach and monitor progress.
Disaster response and resilience
Resilience is incorporated into the design of our network, but disasters and emergencies
can strike unexpectedly. BT has formal legislative civil contingency responsibilities as a UK Category
Two responder. As the largest guardian of Britains telecommunications Critical National
Infrastructure (CNI) we are responsible for maintaining communications for our customers, including
other CPs, as well as national, regional and local government, emergency services and public sector
bodies. We also aim to help shape and implement best practice.
We extend this core value of being a responsible business into our community investment focus
through engagements with the Disaster Emergency Committee (DEC), the British Red Cross and the
American Red Cross and via maintaining a dedicated emergency response team.
Our corporate responsibility risks
We quantify the most significant social, environmental and ethical risks to BT in our corporate
responsibility risk register. This is updated twice a year and reviewed annually.
The current corporate responsibility risks which we monitor and report on are:
|
health and safety risks to employees and the public exposed to BT operations |
|
|
breach of integrity or unintended release of private customer data leading to a loss of
trust in BT |
|
|
mitigating climate change impacts such as increased costs associated with changing
legislation |
|
|
adapting our business to reduce our exposure to the direct impacts of climate change,
such as severe weather |
|
|
ensuring that our activities and their outcomes meet legal or ethical standards for a diverse workforce |
|
|
unacceptable supply chain working conditions. |
Where appropriate, references are made within the Our risks section on page 39 to the aspects
referred to above.
Further information
More detailed information about our CR and sustainability performance is available in our
independently verified 2011 sustainability report at www.bt.com/betterfuture
38
BUSINESS REVIEW
OUR RISKS
|
Our approach to managing risk |
|
|
Principal risks and uncertainties |
|
|
Our risks |
|
|
|
Security and resilience |
|
|
|
|
Major contracts |
|
|
|
|
Pensions |
|
|
|
|
Growth in a competitive market |
|
|
|
|
Communications industry regulation |
|
|
|
|
Compliance in a global environment |
|
|
|
|
Supply chain |
Risk management is integral to our business and is central to the successful delivery of our
objectives. Our risk management approach supports the creation and maintenance of shareholder value
whilst promoting the interests of our many stakeholders through the
safeguarding of our assets
people, property and resources and of our reputation.
Our approach to managing risk
BT has in place group-wide risk management processes for the identification, evaluation,
treatment and subsequent monitoring of risks which may significantly threaten the accomplishment of
our objectives and long-term strategic aims. Our risk management processes are operated within BT
lines of business (LoB), internal service units, group functions, contracts, projects and
programmes and are aggregated at group level. The approach is defined in our group-wide risk
management policies.
Management is responsible for identifying, evaluating, mitigating and monitoring risks. Those risks
which are significant to the group are reported and monitored through the Group Risk Register (GRR)
which is formally updated quarterly. The GRR includes those risks identified from across the group,
which are significant as assessed on a quantitative and qualitative basis. Each risk, including
those in the GRR, is assigned a management owner who is responsible for the ongoing monitoring of
the risk including changes to the risk profile and progress of the mitigations.
The Board has overall responsibility for ensuring that our risks are managed appropriately and,
either directly or through its sub-committees, the Operating Committee and the Audit & Risk
Committee, undertakes
regular reviews of the management of the risks at group-wide, LoB, internal service units and group
function levels.
The Board and the Operating Committee are supported in their oversight of risk management by the
Group Risk Panel who review the GRR quarterly, consider new or emerging risks, make recommendations
on the strength of mitigations and monitor the work of the Group Risk Management function. Our
reporting is structured so that emerging key issues are escalated through management to the Board
as appropriate.
Principal risks and uncertainties
In common with all businesses, BT is affected by a number of risks and uncertainties, some of
which are not within our control. Many of our risks are similar to those of comparable companies in
terms of scale and operation. Economic uncertainty remains a major challenge to businesses globally
and we remain conscious of those risks in all our business undertakings. Compliance in a global
environment and supply chain are now recognised as principal risks along with those risks reported
on last year which were: security and resilience; major contracts; pensions; growth in a competitive
market and communications industry regulation.
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.
These risks have the potential to impact our business, revenues, profits, assets, liquidity and
capital resources adversely. Our processes are designed to give reasonable, but cannot give
absolute, assurance that the risks significant to the group are identified and addressed. There may
be risks which are unknown or which are presently judged not to be significant but later prove to
be significant.
We have included comment on mitigations that we apply to help us manage the risks; however it is
possible that not all of these mitigations will be successful. 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 162.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 39 |
BUSINESS REVIEW OUR RISKS
Our risks
Security and resilience
BT is dependent on the secure operation and resilience of its information systems, networks
and data. 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.
Certain of our customers require specific, highly sophisticated security provisioning which we are
contractually obliged to meet and through our continuing success in meeting those requirements we
are able to differentiate our offerings from those of our competitors.
Impact
Failure or interruption of data transfer could have a significant adverse effect on the business.
A breach of our security and/or resilience affecting BTs own operations or those of our customers
could lead to an extended interruption to network services and even national infrastructure. Such
failure may lead to a loss of customer confidence, termination of contracts, loss of revenue and
reduced cash resources. Additional reputational damage and financial loss may arise from a breach
involving a legal failing such as breaching data protection requirements.
Risk mitigation
We operate well established policies addressing the security and resilience requirements of our
operations, our systems and systems operated by us for our customers. We have a corporate
resilience strategy and business continuity plans in place designed to deal with catastrophic
events including, for example, major terrorist action, industrial action, cyber-attacks or natural
disasters.
Our mitigations for this diverse risk are continuously reviewed and updated which, in 2011, led to
more stringent application of data encryption and segregation measures, the deployment of
increasingly sophisticated anomaly and intrusion detection systems, and migration to distributed
and virtual data centre designs that provide much greater inherent resilience.
Major contracts
We have a number of complex and high value contracts with certain customers. The profitability
of, and revenue arising from, 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 terms of
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.
The degree of risk varies generally in proportion to the scope and life of the contract and is
typically higher in the early transitional and transformational stages of the contract. 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 upfront 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.
Impact
Failure to manage and meet our commitments under these contracts, as well as changes in customers
requirements, budgets, strategies or businesses may lead to a reduction in our expected future
revenue, profitability and cash generation. We may lose significant revenues due to the merger or
acquisition of customers, changes to customer strategy, business failure or contract termination.
Failure to replace the revenue and earnings thereby lost from such customers will lead to reduction
in revenue, profitability and cash flow.
Risk mitigation
We have developed business processes in support of each stage of the major contract life cycle:
bid, in life, renewal and termination. Our programme of in-life reviews has been enhanced over the
past two years and is designed to validate financial and non-financial controls over delivery of
the contracts and incorporates tiered levels of defined review according to the scale and
complexity of the contract. All our contracts are subject to regular management review and many are
subject to independent review (both internal and external) as part of that governance. Independent
review helps us identify lessons learned and to promulgate best practice through the business.
40
BUSINESS REVIEW OUR RISKS
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 main 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 was agreed with the Trustee in February 2010. Under this prudent funding
valuation basis the deficit was £9bn and a 17-year recovery plan was agreed. Details of the
valuation assumptions and recovery plan are set out in note 23 to the financial statements.
The valuation and the recovery plan are under review by the Pensions Regulator whose initial view
was that they had substantial concerns with certain features of the agreement. Their review is now
on hold and is not expected to recommence until the outcome of the final Court decision, including
any potential appeals, is known on the Crown Guarantee. Accordingly, as matters stand, it is
uncertain as to when they will conclude their review. This uncertainty is outside of our control.
However, we do not expect this to be before the completion of the next triennial funding valuation
as at 31 December 2011. As is usual, BT and the Trustee will engage with the Pensions Regulator
regarding the 2011 valuation.
Impact
An increase in the pension deficit and associated funding requirements would have a direct adverse
impact on the future cash resources of the group. Indirectly it may also have an adverse impact on
the groups share price and credit rating. A deterioration in the credit rating would increase the
groups cost of borrowing and may limit the availability or flexibility of future funding thereby
affecting the ability of the business to invest, pay dividends or repay debt as it matures.
Risk mitigation
Since the funding valuation at 31 December 2008 there have been a number of significant
developments. With effect from
1 April 2009 a number of benefit changes were implemented which reduce the cost of future benefit
accruals and the associated risks. During 2011 the UK Government decision to change the indexation
of pension benefits from the Retail Prices Index to the Consumer Prices Index has affected some
sections of the BTPS and resulted in a significant reduction in the liabilities and associated
risks.
The returns generated on the assets since 31 December 2008 have also been significantly greater
than assumed in the funding valuation. As a result the Trustees initial estimate is that the
funding valuation had reduced to £3.2bn at 31 December 2010 after the deficit payment of £0.5bn in
March 2011. We took the opportunity to accelerate the deficit payment due in December 2011 to
March 2011 as it was economically advantageous to do so.
The investment performance and liability experience as well as the associated risk exposures are
regularly reviewed and monitored by both the company and the Trustee of the scheme.
Growth in a competitive market
We operate in markets which are characterised by high levels of competition including:
regulatory intervention on promoting competition; declining prices; technology substitution; market
and service convergence; customer churn; declining rates of market growth; and emerging competitors
with non replicable sources of competitive advantage.
A significant proportion of our revenue and profit are generated in the UK telecommunications
markets which are experiencing limited growth in revenue terms and in many cases are highly
competitive. Revenue
from our fixed line calls and lines services to consumers and businesses have historically been in
decline. Our ability to deliver profitable revenue growth depends on delivering on our strategic
priorities (see page 11).
Impact
Failure to achieve profitable revenue growth through our strategic priorities (see Our business and strategy
on pages 10 to 13 for further details) may lead to a continued decline in revenue, erosion of
our competitive position and might also lead to a reduction in future profitability, cash flow and
to a diminution in shareholder value.
Risk mitigation
We have a clearly defined strategy aimed at delivering growth, as set out on pages 10 to 13, the
successful delivery of which will address the need for growth in revenue.
Our strategic priorities are underpinned by our view of the markets in which we operate.
Performance against our business plans is closely monitored by management allowing interventions
where appropriate.
The group has a well developed cost transformation programme in place which has achieved
significant savings and which has from a profitability perspective mitigated the revenue declines
and helped ensure a competitive cost base.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 41 |
BUSINESS REVIEW OUR RISKS
Communications industry regulation
Some of our activities continue to be subjected to significant price and other regulatory
controls which may affect our market share, competitive position, future profitability and cash
resources. Many of our wholesale fixed network activities in the UK are subject to significant
regulatory controls. The controls regulate, among other things, the prices we can charge for many
of our services and the extent to which we 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.
Regulatory authorities may increase the severity of the price controls, extend the services to
which controls apply or extend the services which we provide to other CPs. These controls may
adversely affect our market share, our ability to compete and our future profitability and cash
resources. Wholesale customers may also raise disputes with Ofcom, seeking lower prices on
wholesale services which are not subject to direct price control.
Impact
In recent years, changes in price controls have required us to reduce our prices and in some
instances to make payments in respect of retrospective price adjustments. Additional or more
substantial regulatory price reductions could constrain our revenue growth. Regulatory actions may
also indirectly affect us. For example, Ofcom has reduced the mobile termination rates that mobile
network operators can charge to terminate calls on their network. There will be a stepped
reduction in prices over four years starting from April 2011. This regulatory action will have a
significant impact on future transit revenues in the UK and Europe.
We may be required to provide new services to wholesale customers on a non-discriminatory basis,
increasing our costs and increasing retail competition. Disputes may result either in reduced
revenue or increased costs going forward. We may also be required to make retrospective payments
to CPs if it is ruled that past charging mechanisms we have applied have overcharged CPs. Appeals
may change Ofcoms decisions, which had originally been concluded in our favour.
Risk mitigation
We continuously monitor and review potential regulatory changes and disputes, and maintain a
strategic dialogue with regulators and other key influencers on critical issues.
Compliance in a global environment
Some of the countries where we operate have increased their enforcement of local laws and
therefore the potential impact of failing to comply with local and international legislative
requirements has increased significantly. Legislation is increasingly multi jurisdictional and the
potential penalties, including fines, that have been levied against a number of organisations, have
grown in frequency and value.
Legal compliance obligations include antitrust and anti-corruption legislation, competition law,
data privacy, trade sanctions, import and export controls, taxation and telecommunications
regulatory requirements. The UK Bribery Act which comes into effect in July 2011 with increased
penalties for non-compliant businesses introduces the offence of failing to prevent bribery.
With the breadth of BTs operations and complex commercial relationships we must ensure that we
and our business partners are compliant as a continuing priority.
Impact
Failure to comply with legal requirements can have a significant impact and lead to a loss of
reputation and damage to our brand with investors, regulators and customers. Non-compliance with
legislation, including requirements to maintain adequate systems and controls, may also lead to
prosecution, penalties and in some cases could lead to litigation and loss of revenues and loss of
profits.
Failure by our employees, suppliers or agents to comply with anti-bribery and corruption
legislation (including the US Foreign Corrupt Practices Act and the UK Bribery Act), or any
failure in our policies and procedures to monitor and prevent non-compliance, anywhere in the
world, could result in substantial penalties, criminal prosecution and significant damage to our
reputation.
Risk mitigation
We have in place a number of established controls to address this risk including: a clear and
comprehensive code of conduct, The Way We Work, which is part of the mandatory training of all
employees; compliance policies; global training programmes promoting adherence to applicable laws;
a BT Ethics programme introduced to increase the due diligence of our suppliers, contractors,
agents and business consultants; and a programme of assurance within the business. On a regular
basis, we also review our anti-corruption and bribery measures and are implementing additional
procedures.
42
BUSINESS REVIEW OUR RISKS
Supply chain
We are dependent upon our supply chain for the delivery of goods and services on time, to cost
and specification. A number of factors, including the continuing economic uncertainty have
contributed to a heightening of the risk of this reliance. Failure of any of our critical
suppliers to meet agreed deliverables could adversely impact our customer service, product launch,
business critical systems updates, revenues or cost efficiency.
BT is committed to ensuring that all dealings with suppliers, from selection and consultation, to
contracting and payment are conducted in accordance with our trading and ethical policies.
Our supply chain is truly global and we aim to harness the capability, diversity and innovation of
our supply market to add value to our business and customers. Many suppliers are being impacted by
the economic downturn and the challenges of globalisation. This is introducing further risk in our
supply chain which includes, but is not limited to: increase in supplier insolvency; lack of
supplier resilience following a disaster; corporate social responsibility risks in our extended
supply chain; and security risks relating to data protection.
Impact
Our suppliers could be adversely affected by economic conditions which in turn could impact their
ability to meet their obligations to us or, in the extreme, cause them to fail. If we are unable
to contract with an alternative supplier our customer commitments could also be compromised
leading to contractual breach, loss of revenue, penalties or increased costs.
A failure in our supply chain to meet legal obligations or ethical expectations could adversely
impact our reputation or possibly lead to censure, legal action and financial loss.
Risk mitigation
We continue to mitigate this risk through a number of measures including: globally coordinated
vendor management programmes; rigorous bid controls; supplier risk assessments including focus on
our most critical suppliers; our Procurement Academy Programme, an internal training initiative;
anti-corruption and bribery awareness training; and CR and Compliance Health Checks. We work with
our suppliers to ensure that the goods and services that we buy are made, delivered and disposed
of in a socially and environmentally responsible manner.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 43 |
FINANCIAL REVIEW
|
|
|
|
45 |
|
|
|
46 |
|
|
46 |
|
|
46 |
|
|
46 |
|
|
46 |
|
|
47 |
|
|
47 |
|
|
48 |
|
|
49 |
|
|
49 |
|
|
49 |
|
|
49 |
|
|
49 |
|
|
49 |
|
|
50 |
|
|
|
50 |
|
|
50 |
|
|
50 |
|
|
51 |
|
|
|
52 |
|
|
52 |
|
|
54 |
|
|
54 |
|
|
54 |
|
|
54 |
|
|
|
54 |
|
|
54 |
|
|
56 |
|
|
56 |
|
|
56 |
|
|
|
56 |
|
|
56 |
|
|
56 |
|
|
57 |
|
|
57 |
|
|
58 |
|
|
58 |
|
|
FINANCIAL REVIEW
INTRODUCTION FROM THE GROUP FINANCE DIRECTOR
How we performed in 2011
2011 performance against our financial outlook
In May 2010 we set out our financial objectives for the three-year period to 2013. We said we
expected to improve our revenue trends and to grow EBITDA and free cash flow, while investing in
the business, reducing net debt, supporting the pension fund and paying progressive dividends.
In 2011 we have made good progress towards achieving these objectives and have delivered full year
results in line with or ahead of our outlook for the year. Market conditions remain challenging,
with the UK telecoms market being one of the most competitive in the world. However, we have
delivered some significant milestones in 2011 and have exited the year in the right place to
continue to deliver against our financial objectives over the next two years.
Revenue trends
Revenue declined by 4% to just over £20bn in 2011. Excluding foreign exchange movements and the
reduction in low-margin transit revenue which includes the impact of mobile termination rate
reductions, underlying revenue excluding transit was down 3% in 2011.
Growing EBITDA and earnings per share
The execution of our cost transformation programmes have helped deliver over £1bn of operating cost
reductions in 2011, ahead of our outlook for the year. Overall, adjusted EBITDA grew by 4% to
£5,886m in 2011, also ahead of our outlook for the year.
Higher operating profit and lower finance
expense increased adjusted earnings per share by 21% to 21.0p in 2011.
Growing free cash flow
We generated adjusted free cash flow of £2.2bn in 2011, well ahead of our initial outlook of around
£1.8bn for the year. This
reflects our improved profitability and working capital performance and is after investing £2.6bn
in capital expenditure. BT Global Services achieved their operating cash flow positive milestone a
year ahead of expectations.
Investing in the business
The savings we have made in operating costs and working capital improvements have enabled us to
invest in the future of our business both in terms of capital and operating expenditure. Our fibre
roll-out is one of the most rapid in the world and we are on track to pass 5m premises by spring
2011. We have significantly increased the number of customers enjoying next generation broadband
services and have invested in reducing the number of faults in our network and getting things
right first time for our customers.
Reducing net debt and supporting
the pension fund
Net debt has reduced by £467m to £8,816m, in line with our outlook to be below £9bn by 31 March
2011. This is after making pension deficit payments of £1,030m, including £505m brought forward
from December 2011. We also repaid maturing debt of £2.5bn from our existing cash and investment
balances and agreed a new five-year £1.5bn committed facility. There are no further significant
debt maturities until 2013. The IAS 19 net pension position has significantly reduced by £4.3bn to
a deficit of £1.4bn, net of tax, at 31 March 2011.
Progressive dividends
As we stated in 2010, the Board is committed to paying progressive dividends, whilst balancing the
need to invest in the business, reduce our net debt and support the pension fund. Taking these
considerations into account, the Board is proposing a full year dividend of 7.4p, up 7%.
Outlook
We expect underlying revenue excluding transit to grow in 2013. Adjusted EBITDA is expected to show
further growth in 2012 and to be above £6.0bn in 2013. We expect adjusted free cash flow to be
above the 2011 level in 2012 and 2013, with BT Global Services generating operating cash flow of
around £200m in 2012.
Tony Chanmugam
Group Finance Director
11 May 2011
How we performed in 2011
|
|
|
|
|
|
|
|
|
Outlook |
|
|
|
|
|
|
May 2010 |
|
Result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
c.£20bn |
|
£20.1bn |
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cost savings |
|
c.£900m |
|
£1.1bn |
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDAa |
|
in line with 2010b |
|
£5.9bn |
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted free cash flowa,c |
|
c.£1.8bnb |
|
£2.2bn |
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debta |
|
<£9bn |
|
£8.8bn |
|
ü |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
|
Adjusted EBITDA, adjusted free cash flow and net debt are
non-GAAP measures. See pages 56 to 58 for details. |
b |
|
Adjusted EBITDA and adjusted free cash flow outlook updated in November 2010
to be around £5.8bn and £2bn. |
c |
|
Before pension deficit payments. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 45 |
FINANCIAL REVIEW
FINANCIAL PERFORMANCE
Summarised income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March 2011 |
|
|
|
|
Before |
|
|
|
|
|
|
|
|
|
|
specific items |
|
|
Specific items |
|
|
Total |
|
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
20,076 |
|
|
|
|
|
|
|
20,076 |
|
|
Other operating income |
|
|
373 |
|
|
|
|
|
|
|
373 |
|
|
Operating costs excluding depreciation and amortisation |
|
|
(14,563 |
) |
|
|
(329 |
) |
|
|
(14,892 |
) |
|
|
EBITDA |
|
|
5,886 |
|
|
|
(329 |
) |
|
|
5,557 |
|
|
Depreciation and amortisation |
|
|
(2,979 |
) |
|
|
|
|
|
|
(2,979 |
) |
|
|
Operating profit |
|
|
2,907 |
|
|
|
(329 |
) |
|
|
2,578 |
|
|
|
Net finance expense |
|
|
(845 |
) |
|
|
(79 |
) |
|
|
(924 |
) |
|
Share of post tax profits of associates and joint ventures |
|
21 |
|
|
|
|
|
|
|
21 |
|
|
Profit (loss) on disposal of interest in associate |
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
|
Profit (loss) before taxation |
|
|
2,083 |
|
|
|
(366 |
) |
|
|
1,717 |
|
|
Taxation (expense) credit |
|
|
(452 |
) |
|
|
239 |
|
|
|
(213 |
) |
|
|
Profit (loss) for the year |
|
|
1,631 |
|
|
|
(127 |
) |
|
|
1,504 |
|
|
|
Group results
In this Financial review we discuss the financial results of the group for 2011, 2010 and 2009.
We explain financial performance using a variety of measures. In particular, in this Financial
review, we principally discuss the groups results on an adjusted basis being before specific
items. The rationale for using adjusted measures is explained on page 56. A definition of specific
items is set out on page 56. Specific items for 2011, 2010 and 2009 are disclosed in note 8 to the
consolidated financial statements and summarised on pages 56 to 57 of this Financial review. In
2011 net interest on pensions has been included in specific items because of its volatile nature,
and also the BT Global Services contract and financial review charges in 2009 by virtue of their
size and nature. Accordingly, specific items for comparative periods have been re-presented to
reflect this reclassification.
We also explain financial performance using measures that are not defined under IFRS and are
therefore termed non-GAAP measures. The non-GAAP measures we use in this Financial review are
adjusted and reported EBITDA, adjusted and reported free cash flow and net debt. Each of these
measures is discussed in more detail on pages 56 to 58.
In this Financial review, references to 2011, 2010 and 2009 are to the financial years ended
31 March 2011, 2010 and 2009, respectively. References to the year and the current year are to
the year ended 31 March 2011.
Outlook
We are focusing on long-term profitable revenue growth. Underlying revenue excludes the impact
of foreign exchange movements, acquisitions and disposals and specific items. As transit traffic is
low-margin and significantly impacted by regulatory reductions in mobile termination rates, with no
impact on the groups profitability, we have excluded transit from our key measure of the
underlying revenue performance of the group. Transit revenue declined by £214m in 2011, and we
expect it to decline by around a further £400m in 2012 and £200m in 2013, largely due to mobile
termination rate reductions. Underlying revenue, excluding transit was down 3% in 2011 and we
expect it to be in the range down 2% to flat in 2012 and to grow by up to 2% in 2013.
Adjusted EBITDA is expected to show further growth in 2012 and to be above £6.0bn in 2013. We
expect adjusted free cash flow to be above the 2011 level in 2012 and 2013, with BT Global Services
generating operating cash flow of around £200m in 2012.
Revenue
In 2011 revenue decreased by 4% (2010: 2% decrease). Excluding the negative impact of foreign
exchange movements and the reduction in low-margin transit revenue, underlying revenue excluding
transit was down 3%.
Products and services revenue
Our products and services include telecommunications services provided in the UK and also a
wide range of products and services provided globally. These are designed to meet the demand for IT
infrastructure and solutions and satisfy the expansion of broadband.
46
FINANCIAL REVIEW FINANCIAL PERFORMANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March 2010 |
|
|
Year ended 31 March 2009 |
|
|
|
Before |
|
|
|
|
|
|
|
|
|
|
Before |
|
|
|
|
|
|
|
|
|
specific items |
|
|
Specific items |
|
|
Total |
|
|
specific items |
|
|
Specific items |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
|
|
|
20,911 |
|
|
|
(52 |
) |
|
|
20,859 |
|
|
|
21,431 |
|
|
|
(41 |
) |
|
|
21,390 |
|
|
|
|
378 |
|
|
|
2 |
|
|
|
380 |
|
|
|
352 |
|
|
|
(13 |
) |
|
|
339 |
|
|
|
|
(15,650 |
) |
|
|
(427 |
) |
|
|
(16,077 |
) |
|
|
(16,545 |
) |
|
|
(1,993 |
) |
|
|
(18,538 |
) |
|
|
|
|
5,639 |
|
|
|
(477 |
) |
|
|
5,162 |
|
|
|
5,238 |
|
|
|
(2,047 |
) |
|
|
3,191 |
|
|
|
|
(3,039 |
) |
|
|
|
|
|
|
(3,039 |
) |
|
|
(2,890 |
) |
|
|
|
|
|
|
(2,890 |
) |
|
|
|
|
2,600 |
|
|
|
(477 |
) |
|
|
2,123 |
|
|
|
2,348 |
|
|
|
(2,047 |
) |
|
|
301 |
|
|
|
|
|
(890 |
) |
|
|
(268 |
) |
|
|
(1,158 |
) |
|
|
(933 |
) |
|
|
313 |
|
|
|
(620 |
) |
|
|
|
25 |
|
|
|
29 |
|
|
|
54 |
|
|
|
39 |
|
|
|
36 |
|
|
|
75 |
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,735 |
|
|
|
(728 |
) |
|
|
1,007 |
|
|
|
1,454 |
|
|
|
(1,698 |
) |
|
|
(244 |
) |
|
|
|
(398 |
) |
|
|
420 |
|
|
|
22 |
|
|
|
(361 |
) |
|
|
414 |
|
|
|
53 |
|
|
|
|
|
1,337 |
|
|
|
(308 |
) |
|
|
1,029 |
|
|
|
1,093 |
|
|
|
(1,284 |
) |
|
|
(191 |
) |
|
Our products and services are sold separately or as part of solutions whereby they work
together as a unified offering. An analysis of revenue by major product and service category is set
out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
ICT and managed networks |
|
|
6,632 |
|
|
|
6,574 |
|
|
|
6,382 |
|
Broadband and convergence |
|
|
2,767 |
|
|
|
2,677 |
|
|
|
2,618 |
|
Calls and lines |
|
|
5,595 |
|
|
|
6,225 |
|
|
|
6,799 |
|
Transit |
|
|
1,518 |
|
|
|
1,758 |
|
|
|
2,003 |
|
Conveyance, interconnect
circuits, WLR, global carrier
and other wholesale |
|
|
1,471 |
|
|
|
1,451 |
|
|
|
1,506 |
|
Other products and services |
|
|
2,093 |
|
|
|
2,226 |
|
|
|
2,123 |
|
|
Revenue |
|
|
20,076 |
|
|
|
20,911 |
|
|
|
21,431 |
|
|
Descriptions of products and services provided by individual lines of business is included in
Our lines of business on pages 23 to 35.
ICT and managed networks
In 2011 ICT and managed networks revenue increased by 1% (2010: 3% increase). This growth was
mainly due to a continuation of the trends from 2010 with an increase in MNS revenue in BT
Wholesale and growth in networked IT services revenue in BT Global Services.
Broadband and convergence
In 2011 broadband and convergence revenue increased by 3% (2010: 2% increase) due to the continued
growth in broadband revenue in BT Retail and the increase in LLU revenue in Openreach. This was
offset by a decline in broadband revenue in BT Wholesale, reflecting the trend of CPs continuing to
switch to LLU provided by Openreach and due to BT Wholesale securing volumes under long term MNS
contracts.
Calls and lines
In 2011 calls and lines revenue decreased by 10% (2010: 8% decrease). The continuing decline
reflects the challenging market conditions, particularly in the business sector, and the migration
from fixed-line calls to broadband, data and IP services.
Transit
In 2011 transit revenue decreased by 14% (2010: 12%). The decrease in both years is due to the
impact of regulatory mobile termination rate reductions and the continued decline in low margin
transit volumes.
Conveyance, interconnect circuits, WLR, global carrier and other wholesale products
In 2011 revenue from conveyance, interconnect circuits, WLR, global carrier and other wholesale
products was broadly flat (2010: 4% decrease).
Other products and services
Other products and services revenue principally comprises BT Global Services revenue from non UK global
products and revenue from BT Retails Enterprises division including BT Conferencing, BT Directories and BT Redcare & Payphones. In 2011 revenue from other products and services decreased by 6% (2010: 5% decrease).
Other operating income
Other operating income was £373m in 2011, broadly flat compared with 2010 (2010: 7% increase).
The increase in 2010 was principally due to an increase in the profit on sales of scrap and cable
recoveries due to increased copper market prices and supplier settlements.
Transforming our cost base
In 2011 we have continued our programme of cost transformation and delivered cost savings of
£1,087m, a 7% reduction (2010: 5% reduction). The key drivers of this reduction have been vendor
negotiations and price reductions and the transformation and re-engineering of our business
activities, delivering improvements in the efficiency and effectiveness across the group.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 47 |
FINANCIAL REVIEW FINANCIAL PERFORMANCE
|
|
a |
Operating cost reductions exclude specific items and depreciation and amortisation. |
|
b |
Includes net labour costs, property and energy costs, network maintenance and IT costs and general and administrative costs. |
Operating costs
Operating costs before specific items are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Staff costs |
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
|
3,947 |
|
|
|
4,182 |
|
|
|
4,499 |
|
Social security costs |
|
|
456 |
|
|
|
447 |
|
|
|
432 |
|
Pension costs |
|
|
416 |
|
|
|
304 |
|
|
|
544 |
|
Share-based payments |
|
|
68 |
|
|
|
71 |
|
|
|
141 |
|
|
Total staff costs |
|
|
4,887 |
|
|
|
5,004 |
|
|
|
5,616 |
|
Own work capitalised |
|
|
(718 |
) |
|
|
(575 |
) |
|
|
(673 |
) |
|
Net staff costs |
|
|
4,169 |
|
|
|
4,429 |
|
|
|
4,943 |
|
Indirect labour costs |
|
|
629 |
|
|
|
722 |
|
|
|
1,114 |
|
|
Net labour costs |
|
|
4,798 |
|
|
|
5,151 |
|
|
|
6,057 |
|
Payments to telecommunications
operators |
|
|
3,740 |
|
|
|
4,083 |
|
|
|
4,266 |
|
Property and energy costs |
|
|
1,149 |
|
|
|
1,284 |
|
|
|
1,292 |
|
Network maintenance and IT costs |
|
|
706 |
|
|
|
781 |
|
|
|
742 |
|
Other operating costs |
|
|
2,786 |
|
|
|
2,927 |
|
|
|
2,710 |
|
General and administrative costs |
|
|
1,384 |
|
|
|
1,424 |
|
|
|
1,478 |
|
|
Operating costs before
depreciation and amortisation |
|
|
14,563 |
|
|
|
15,650 |
|
|
|
16,545 |
|
Depreciation |
|
|
2,288 |
|
|
|
2,304 |
|
|
|
2,249 |
|
Amortisation |
|
|
691 |
|
|
|
735 |
|
|
|
641 |
|
|
Operating costs |
|
|
17,542 |
|
|
|
18,689 |
|
|
|
19,435 |
|
|
Staff costs
Wages and salaries decreased by 6% to £3,947m (2010: 7% decrease), largely due to the impact of
labour resource reductions and efficiencies and lower leaver costs, partly offset by pay inflation
and increased overtime. Leaver costs, included within wages and salaries, were £57m (2010: £142m,
2009: £204m).
The pension charge for 2011 was £416m, compared with £304m in 2010 and £544m in 2009. The increase
in the pension cost in 2011 reflects the lower discount rate and higher inflation assumptions at
the start of the year. The decrease in the pension cost in 2010 reflects the impact of the changes
to benefit accruals in BTPS with effect from 1 April 2009, partly offset by an increase in
social security costs as BTPS ceased to contract out of the State Second Pension.
Share-based payment costs remained broadly flat at £68m (2010: £71m) in 2011. In 2010 share-based
payment costs decreased by 50% reflecting the significant forfeiture cost associated with the high
number of the Sharesave cancellations which took place in 2009.
Indirect labour costs
Indirect labour costs decreased by 13% to £629m (2010: 35% decrease) as the group continued to
reduce agency and contractor resource and redeploy existing permanent staff to protect jobs where
possible.
Payments to telecommunications operators
Payments to telecommunications operators decreased by 8% to £3,740m (2010: 4% decrease). The
decrease in 2011 and 2010 reflects the impact of mobile termination rate reductions and lower
volumes, with the decrease in 2010 partly offset by unfavourable foreign exchange movements.
Property and energy costs
Property and energy costs decreased by 11% to £1,149m (2010: 1% decrease) mainly reflecting
efficiency savings and lower energy prices.
Network maintenance and IT costs
Network maintenance and IT costs decreased by 10% to £706m (2010: 5% increase). The decrease in
2011 is mainly due to vendor savings and lower volumes as a result of lower revenue, whilst the
increase in 2010 was mainly due to higher volumes, partly offset by vendor and efficiency savings.
Other operating costs
Other operating costs decreased by 5% to £2,786m (2010: 8% increase). This reduction is mainly due
to lower revenue related costs as well as efficiency and vendor savings. The 2010 increase was
largely due to unfavourable foreign exchange movements and the impact of acquisitions.
General and administrative costs
General and administrative costs decreased by 3% to £1,384m (2010: 4% decrease). The decrease in
2011 and 2010 reflects tight control of discretionary expenditure, lower consultancy costs, bad
debts and foreign exchange.
Depreciation and amortisation
Depreciation and amortisation decreased by 2% to £2,979m (2010: 5% increase), reflecting lower
levels of capital expenditure over the last two years, partly offset by increased expenditure on
shorter lived assets.
Adjusted EBITDA
In 2011 adjusted EBITDA was £5,886m, an increase of 4% (2010: 8%). The increase in 2011 and
2010 reflects the benefits of the group-wide cost transformation activities and the improvement in
the performance of BT Global Services.
Adjusted EBITDA for the last five financial years is included in Selected financial data
on page 159.
48
FINANCIAL REVIEW FINANCIAL PERFORMANCE
Operating profit
In 2011 adjusted operating profit was £2,907m, an increase of 12% (2010: 11%) reflecting the
improved EBITDA and lower depreciation and amortisation. Reported operating profit was £2,578m in
2011, compared with £2,123m in 2010 and £301m in 2009.
Net finance expense
Net finance expense before specific items, (principally comprising net pension interest) is shown below. Net pension interest is discussed in note 23 to the
consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Interest on borrowings |
|
|
852 |
|
|
|
886 |
|
|
|
935 |
|
Fair value movements on
derivatives |
|
|
34 |
|
|
|
19 |
|
|
|
29 |
|
|
Finance expense |
|
|
886 |
|
|
|
905 |
|
|
|
964 |
|
Less: capitalised interest |
|
|
(6 |
) |
|
|
(3 |
) |
|
|
|
|
|
Total finance expense |
|
|
880 |
|
|
|
902 |
|
|
|
964 |
|
|
Interest income |
|
|
(35 |
) |
|
|
(12 |
) |
|
|
(31 |
) |
|
Total finance income |
|
|
(35 |
) |
|
|
(12 |
) |
|
|
(31 |
) |
|
Net finance expense |
|
|
845 |
|
|
|
890 |
|
|
|
933 |
|
|
Finance expense
Interest on borrowings in 2011 was £852m, a decrease of 4% (2010: 5%) reflecting reductions in
net debt and the repayment of higher coupon debt in the year. In 2011 the fair value movement on
derivatives of £34m (2010: £19m) includes £28m (2010: £9m) of swap restructuring costs on certain
derivatives and £6m (2010: £10m) of fair value movements on derivatives not in a designated hedge
relationship.
The graph below shows the relationship between average gross debt and interest rates over the
three-year period.
Finance income
Interest income arising from listed investments and other interest and similar income was £35m
in 2011, an increase of £23m (2010: £12m, a decrease of £19m). The increase in 2011 includes £19m
of interest in respect of a tax refund. Excluding the refund, interest in 2011 was £4m higher than
in 2010 as a result of higher cash balances in anticipation of funding the debt maturities in the
second half of the financial year. The reduction in 2010 was principally due to lower market
interest rates on deposits held.
Associates and joint ventures
Our share of the post tax profit from associates and joint ventures was £21m in 2011 (2010:
£25m, 2009: £39m). Our most significant associate is Tech Mahindra, which contributed £22m of
post tax profits in 2011 (2010: £25m, 2009: £33m). The decrease in 2011 is primarily due to the
disposal of a 6.5% interest in Tech Mahindra in 2011, taking our holding to 23.5%.
Profit before taxation
Adjusted profit before taxation was £2,083m in 2011, an increase of 20% (2010: 19% increase).
The increase in 2011 and 2010 reflects the improvement in the groups operating profit and the
reduction in net finance expense.
Reported profit before taxation was £1,717m in 2011, compared with a profit before taxation of
£1,007m in 2010 and a loss before taxation of £244m in 2009.
Taxation
The tax charge for 2011 was £213m and comprised a tax charge of £452m on the profit before
taxation and specific items of £2,083m, and a credit of £239m on specific items. The effective rate
on the profit before taxation and specific items was 21.7% 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 2010 was £22m (2009: £53m) and comprised a tax charge of £398m (2009: £361m) on
the profit before taxation and specific items of £1,735m (2009: £1,454m) and a credit of £420m
(2009: £414m) on specific items. The effective rate on the profit before taxation and specific
items was 22.9% (2009: 24.8%) compared with the statutory rate of 28%, reflecting the utilisation
of tax losses and the continued focus on tax efficiency within the group.
For further details on taxation, see Taxation on page 51.
Adjusted earnings per share
Adjusted
earnings per share is one of the groups key performance
indicators, as detailed in Our strategy Key performance indicators on page 6. It is an important measure of the overall profitability of our business.
Adjusted earnings per share was 21.0p in 2011, an increase of 21% (2010: 23% increase). The graph
below shows the drivers of adjusted earnings per share growth over the last two years.
|
|
a |
Adjusted earnings per share is stated before specific items. See page 57 for
further details. |
|
b |
Other includes interest, tax and share of post tax profits of
associates and joint ventures. |
Adjusted earnings (loss) per share for last five financial years are included in Selected
financial data on page 158.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 49 |
FINANCIAL REVIEW FINANCIAL PERFORMANCE/LIQUIDITY
Dividends
The Board is committed to progressive dividends, while balancing the need to invest in the
business, reduce our net debt and support the pension fund.
The total dividend proposed for 2011 is 7.4p per share, an increase of 7% (2010: 6%) and totalling
£574m (2010: £534m, 2009: £503m).
The final dividend proposed is 5.0p per share, an increase of 9%, amounting to approximately £388m
(2010: £356m, 2009: £85m). This will be paid, subject to shareholder approval, on 5 September 2011
to shareholders on the register on 12 August 2011.
A table setting out the interim, final and total cash dividends paid, or in the case of the
final dividend for 2011, proposed, for the last five financial years is included in Information for shareholders on page 164.
LIQUIDITY
Free cash flow
The major sources of the groups liquidity for 2011, 2010 and 2009 were the cash generated from
the groups 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.
In 2011 adjusted free cash flow was £2,223m, nearly trebling compared with £772m in 2009. Adjusted
free cash flow is defined on page 58.
|
|
a |
Before pension deficit payments. |
|
b |
Before specific items. |
Reported
free cash flow is one of the groups key performance indicators
as detailed in Our strategy Key performance indicators on page 6. It is an important measure by which our financial performance is measured, as it represents the
cash we generate from operations after capital expenditure and financing costs. It reflects the
cash available to invest in the business, repay debt, support the pension scheme and pay dividends.
The graph below shows how we have used the cash generated from our business in 2011.
|
|
a |
Net cash inflow from operating activities before pension deficit payments of
£1,030m. |
|
b |
Other includes purchase of non-current asset investments and dividends from associates
and joint ventures. |
|
c |
Other mainly includes foreign exchange movements. |
A reconciliation from net cash inflow from operating activities, the most directly comparable
IFRS measure, to reported free cash flow and adjusted free cash flow is provided on page 58.
Reported free cash flow for the last five financial years is included in Selected financial
data on page 159.
Summarised cash flow statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Cash generated from operations |
|
|
4,775 |
|
|
|
4,476 |
|
|
|
4,934 |
|
Net income taxes (paid) received |
|
|
(209 |
) |
|
|
349 |
|
|
|
(228 |
) |
|
Net cash inflow from operating
activities |
|
|
4,566 |
|
|
|
4,825 |
|
|
|
4,706 |
|
Pension deficit payments |
|
|
1,030 |
|
|
|
525 |
|
|
|
|
|
Net capital expenditure |
|
|
(2,630 |
) |
|
|
(2,480 |
) |
|
|
(3,038 |
) |
Purchase of non-current
asset investments |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
Dividends from associates and
joint ventures |
|
|
7 |
|
|
|
3 |
|
|
|
6 |
|
Interest paid |
|
|
(973 |
) |
|
|
(956 |
) |
|
|
(956 |
) |
Interest received |
|
|
29 |
|
|
|
16 |
|
|
|
19 |
|
|
Reported free cash flow |
|
|
2,011 |
|
|
|
1,933 |
|
|
|
737 |
|
Pension deficit payments |
|
|
(1,030 |
) |
|
|
(525 |
) |
|
|
|
|
Acquisitions and disposals |
|
|
64 |
|
|
|
(68 |
) |
|
|
(227 |
) |
Net sale (purchase) of current
financial assets |
|
|
365 |
|
|
|
(246 |
) |
|
|
286 |
|
Net (repayment) receipt of
borrowings |
|
|
(1,991 |
) |
|
|
(497 |
) |
|
|
522 |
|
Dividends paid |
|
|
(543 |
) |
|
|
(265 |
) |
|
|
(1,222 |
) |
Net issue (purchase) of treasury
shares |
|
|
8 |
|
|
|
4 |
|
|
|
(209 |
) |
Foreign exchange |
|
|
(3 |
) |
|
|
(7 |
) |
|
|
54 |
|
|
Net (decrease) increase in cash
and cash equivalents |
|
|
(1,119 |
) |
|
|
329 |
|
|
|
(59 |
) |
Cash and cash equivalents at
the start of the year |
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
Cash and cash equivalents at
the end of the year |
|
|
325 |
|
|
|
1,444 |
|
|
|
1,115 |
|
|
50
FINANCIAL REVIEW LIQUIDITY
Cash flow
Cash generated from operations
In 2011 cash generated from operations was £4,775m, an increase of 7%. This reflects improvements
in profitability and working capital, offset by pension deficit payments of £1,030m (2010: £525m,
2009: £nil) which included the early payment of the £525m deficit payment due in December 2011. The level of working capital improvement is not expected to be repeated in 2012.
Net income taxes (paid) received
In 2011 the group paid tax of £209m. 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, and a repayment of £210m in respect of
overpaid corporation tax made in 2009. In 2009 the group paid tax of
£228m. For further details see Taxation below.
Net capital expenditure
In 2011 net cash outflow on capital expenditure was £2,630m (2010: £2,480m, 2009: £3,038m) which
comprised a cash outflow of £2,645m (2010: £2,509m, 2009: £3,082m) offset by cash proceeds from
disposals of £15m (2010: £29m, 2009: £44m). Further details on capital expenditure are provided on
page 55.
Interest
Interest paid in 2011 was £973m, compared with £956m in 2010, an increase of £17m primarily
reflecting higher interest on bonds with step-up coupons, following a downgrade by Standard &
Poors (S&P) in February 2010.
Interest received in 2011 was £29m, compared with £16m in 2010. Excluding interest on tax refunds
in both years, interest received was £5m higher in 2011 as a result of higher cash balances in
anticipation of funding the debt maturities in the second half of the financial year.
Acquisitions and disposals
There were no significant acquisitions in 2011 or 2010. In 2009, the net cash outflow principally
comprised the acquisitions of Wire One Holdings Inc, Ufindus Ltd, Ribbit Corporation and Moorhouse
Consulting Ltd.
In 2011 the group disposed of a 6.5% interest in its associate Tech Mahindra for cash proceeds of
£67m.
Net sale (purchase) of current and non-current financial assets
The cash flows in each financial year relate principally to changes in the amounts held in
liquidity funds on a short-term liquidity management basis.
Net (repayment) receipt of borrowings
During 2011 borrowings amounting to £2,509m matured, principally consisting of bonds of £2,500m
which were funded through existing cash and investments. This was partly offset by £340m from bank loans. 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 its European Medium Term Note programme and received £606m from the net issue
of commercial paper. This was partially offset by the repayment of maturing borrowings and lease
liabilities amounting to £879m.
Net purchase of shares
In 2011 9m shares were issued out of treasury to satisfy obligations under employee share schemes
and executive share awards, receiving consideration of £8m (2010: £4m, 2009: £125m).
There were no purchases of shares in 2011 and 2010. In 2009 143m shares were repurchased for cash
consideration of £334m.
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 2011 we collected and paid £1,392m of VAT, £1,146m of PAYE and National
Insurance, £175m of UK corporation tax for the current year and £176m of UK business and UK network
rates.
Our total UK Exchequer tax contribution as measured in the Hundred Group Total Tax Contribution
Survey for 2010 ranked BT the 5th highest contributor.
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.
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 2008 are
agreed. The UK corporation tax returns for 2010 were all filed prior to the statutory deadline.
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.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 51 |
FINANCIAL REVIEW LIQUIDITY/FUNDING AND CAPITAL MANAGEMENT
We have a policy to lobby the UK Government directly on tax matters that are likely to impact
our customers or shareholders and to 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 and cash flow
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 management judgement and
estimation.
The UK Government reduced the rate of corporation tax by 2% to 26%, effective from 1 April 2011.
This has resulted in a deferred tax credit of £172m in the income statement which has been
classified as a specific item. The UK Government has also indicated that it intends to enact future
reductions in the corporation tax rate at 1% per annum down to 23% by 1 April 2014.
The tax expense and the cash tax paid in each financial year are
different, principally because UK cash tax payments are paid in
quarterly instalments which straddle two consecutive financial
years. For example, the cash tax paid in 2011 comprised the first
two quarterly instalments in respect of 2011 and the last two
instalments in respect of 2010. In addition there are differences in
the basis of some items, such as pension deficit payments, which are
deductible for the purpose of cash tax payments but are not a
charge to the income statement and therefore do not impact the tax
expense.
The total tax expense for 2011 was £213m and cash tax payments
were £209m. Whilst the net difference is insignificant, there are
some significant differences. These include the £172m deferred tax
credit recognised in the income statement as described above and
the current tax deduction available on our pension deficit payments
of £1,030m.
The total tax credit for 2010 was £22m and a net tax refund of
£349m was received which comprised payments of £76m offset by
tax repayments of £425m relating to prior years. The total tax credit
in 2009 was £53m and cash tax payments were £229m, of which
£210m was repaid in 2010.
Tax losses
The group has unrecognised tax losses of £23.5bn, of which £17.8bn are capital losses arising
in the UK, as set out in note 24 to the consolidated financial statements.
FUNDING AND CAPITAL MANAGEMENT
Capital management and funding policy
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 paying 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 2011 and 2010.
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 2011 the group had financial assets of £3.7bn (2010: £6.5bn) consisting of current and
non-current investments, derivative financial assets, trade and other receivables, cash and cash
equivalents. The reduction in 2011 principally reflects the use of cash and investments to fund
£2.5bn of debt maturities.
Credit exposures are continually reviewed and proactive steps are 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 monitors the credit
quality across treasury counterparties and is actively managing exposures which arise.
Additional disclosures relating to financial assets and financial liabilities are included in notes
15, 16, 19, 20, 21, 22, 25 and 29 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 29 to the consolidated financial
statements.
Net debt
At 31 March 2011 net debt was £8,816m compared with £9,283m at 31 March 2010, a reduction of
£467m. Apart from funding the dividend payments of £543m and pension deficit payments of £1,030m
the free cash flow generated from business activities has been used to reduce net debt.
52
FINANCIAL REVIEW FUNDING AND CAPITAL MANAGEMENT
The movement in the groups net debt position in 2011 was as follows:
Movements in net debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£m |
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
exchange |
|
|
|
|
|
|
|
|
|
|
At |
|
|
|
|
|
|
and fair |
|
|
|
|
|
|
At |
|
|
|
1 April |
|
|
Cash |
|
|
value |
|
|
Other |
|
|
31 March |
|
|
|
2010 |
|
|
flow |
|
|
movements |
|
|
movements |
|
|
2011 |
|
|
|
Bank overdrafts |
|
|
8 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
26 |
|
Debt due within
1 year |
|
|
3,261 |
|
|
|
(2,331 |
) |
|
|
(491 |
) |
|
|
20 |
|
|
|
459 |
|
Debt due after
1 year |
|
|
9,522 |
|
|
|
340 |
|
|
|
(511 |
) |
|
|
20 |
|
|
|
9,371 |
|
Cash at bank and
in hand |
|
|
(197 |
) |
|
|
53 |
|
|
|
3 |
|
|
|
|
|
|
|
(141 |
) |
Cash equivalents |
|
|
(1,255 |
) |
|
|
1,045 |
|
|
|
|
|
|
|
|
|
|
|
(210 |
) |
Current asset
investments |
|
|
(406 |
) |
|
|
365 |
|
|
|
33 |
|
|
|
(11 |
) |
|
|
(19 |
) |
|
|
|
|
10,933 |
|
|
|
(510 |
) |
|
|
(966 |
) |
|
|
29 |
|
|
|
9,486 |
|
Adjustmentsa |
|
|
(1,650 |
) |
|
|
|
|
|
|
980 |
|
|
|
|
|
|
|
(670 |
) |
|
Net debt |
|
|
9,283 |
|
|
|
(510 |
) |
|
|
14 |
|
|
|
29 |
|
|
|
8,816 |
|
|
|
|
a |
Adjustments to net debt of £670m at 31 March 2011 (2010: £1,650m) comprise £408m
(2010: £1,326m) arising from the re-translation of currency denominated balances at swapped rates
where hedged and £262m (2010: £324m) to remove fair value adjustments and accrued interest. |
The group had two significant term debt maturities during 2011 totalling £2.5bn. In December
2010 an 8.125% (9.37% including step-up coupons) US Dollar bond matured with a principal of $2,883m
(£1,742m after including associated currency swaps) and in February 2011 a 6.875% (7.87% including
step-up coupons) Euro bond matured with a principal of 1,125m (£758m after including associated
currency swaps). The £2.5bn of maturing debt was funded from surplus cash and investments held in
anticipation of this requirement. The group has no significant debt maturities until 2013. The
maturity profile of the groups term debt is shown in the table below.
Borrowing facilities
In March 2011 the group extended and reduced the level of committed facilities to provide cost
efficient medium-term funding security with a five-year £1.5bn committed facility. This facility
replaced the £1.5bn facility maturing in January 2013 and the £650m facility maturing in May 2012.
Pensions
Funding valuation and future funding obligations
The funding of the groups main defined benefit pension plan, the BTPS, is subject to a legal
agreement between BT and the Trustee determined at the conclusion of each triennial funding
valuation. The most recent triennial funding valuation at 31 December 2008 and associated recovery
plan was agreed with the Trustee in February 2010.
Under this prudent funding valuation basis, at 31 December 2008 the assets of the BTPS had a market
value of £31.2bn and a funding deficit of £9.0bn. 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.
Since the valuation date the schemes assets have increased by £5.8bn and the liabilities have
reduced as a result of the UK Governments announcement regarding future indexation of pension
benefits. The Trustees initial estimate is that if the funding valuation was performed at 31
December 2010, the deficit would have been around £3.2bn on this prudent valuation basis, after the
deficit payments of £1,030m in 2011. On a median estimate basis, we estimate that there is a
surplus of £3.2bn at 31 March 2011. The next funding valuation is due to be carried out as at
31 December 2011.
Following the agreement of the valuation, the ordinary contributions rate reduced from 19.5% to
13.6% reflecting the changes to member benefits implemented with effect from 1 April 2009. In
addition, the group agreed to make deficit payments of £525m per annum for the first three years of
a 17-year recovery plan, the first two of which were made in December 2009 and 2010. In March 2011,
the group paid £505m representing the actuarial value of the £525m payment due to have been made in
December 2011. The payment in December 2012 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%.
The Pensions Regulators review of the 2008 BTPS funding valuation and recovery plan is now on hold
and is not expected to recommence until the outcome of final Court decision, including any
potential appeals, is known on the Crown Guarantee. We do not expect this to be before the
completion of the next triennial funding valuation as at 31 December 2011. As is usual, BT and the
Trustee will engage with the Pensions Regulator regarding 2011 valuation.
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. Total membership of the BTPS at 31 March
2011 was 327,500. The number of retired members has been increasing in recent years. Consequently,
our future pension costs and contributions will principally depend on the investment returns,
mortality of members and inflation, all of which could fluctuate in the medium to long-term.
|
|
a |
Balances reported at swapped rates where hedged. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 53 |
FINANCIAL REVIEW FUNDING AND CAPITAL MANAGEMENT/FINANCIAL POSITION AND RESOURCES
Further details of the BTPS, funding arrangements, triennial valuation and the IAS 19
accounting valuations are provided in note 23 to the consolidated financial statements together
with the key demographic and financial assumptions used in the valuations.
Contractual obligations and commitments
A summary of the groups principal contractual financial obligations and commitments at 31
March 2011 is shown below. Further details on the items can be found in the notes to the
consolidated financial statements. Details of the groups capital commitments and contingent
liabilities are included in note 30 to the consolidated financial statements.
At 31 March 2011 the group had cash, cash equivalents and current asset investments of £370m. The
group also had an unused committed borrowing facility amounting to £1.5bn. These resources allow
the group to settle its obligations as they fall due.
Contractual obligations and commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period |
|
|
|
|
|
|
Less |
|
|
Between |
|
|
Between |
|
|
More |
|
|
|
|
|
|
|
than 1 |
|
|
1 and 3 |
|
|
3 and 5 |
|
|
than 5 |
|
£m |
|
Total |
|
|
year |
|
|
years |
|
|
years |
|
|
years |
|
|
|
Loans and other
borrowingsa |
|
|
9,565 |
|
|
|
483 |
b |
|
|
1,722 |
|
|
|
2,087 |
|
|
|
5,273 |
|
Finance lease
obligations |
|
|
294 |
|
|
|
2 |
|
|
|
35 |
|
|
|
22 |
|
|
|
235 |
|
Operating lease
obligations |
|
|
7,192 |
|
|
|
464 |
|
|
|
853 |
|
|
|
756 |
|
|
|
5,119 |
|
Capital
commitments |
|
|
467 |
|
|
|
455 |
|
|
|
10 |
|
|
|
1 |
|
|
|
1 |
|
Pension deficit
obligations |
|
|
9,962 |
|
|
|
|
|
|
|
1,183 |
|
|
|
1,256 |
|
|
|
7,523 |
|
|
Total |
|
|
27,480 |
|
|
|
1,404 |
|
|
|
3,803 |
|
|
|
4,122 |
|
|
|
18,151 |
|
|
|
|
a |
Excludes fair value adjustments for hedged risks. |
|
b |
Includes £266m of accrued interest within less than one year. |
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 30 to the consolidated financial
statements.
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 29
to the consolidated financial statements.
Going concern
The Business review on pages 8 to 43 includes information on the group structure, the
performance of each of the lines of business, the impact of regulation and competition and
principal risks and uncertainties. This Financial review includes information on our financial
results, financial outlook, liquidity, funding and capital management and our financial position
and resources. Notes 15, 16, 20, 21 and 29 of the consolidated financial statements include
information on the groups investments, cash and cash equivalents, borrowings, derivatives,
financial risk management objectives, hedging policies and exposures to interest, foreign exchange,
credit, liquidity and market risks.
Alongside the factors noted above, the directors have considered the groups cash flow forecasts,
in particular with reference to the period to the end of May 2012. 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 2011.
FINANCIAL POSITION AND RESOURCES
Summarised balance sheet
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Goodwill & acquisition related intangible assets |
|
|
1,566 |
|
|
|
1,720 |
|
Property, plant and equipment & software |
|
|
16,446 |
|
|
|
16,808 |
|
Deferred tax asset |
|
|
461 |
|
|
|
2,196 |
|
Trade and other receivables |
|
|
286 |
|
|
|
336 |
|
Other non-current assets |
|
|
850 |
|
|
|
1,335 |
|
|
|
|
|
19,609 |
|
|
|
22,395 |
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
351 |
|
|
|
1,452 |
|
Trade and other receivables |
|
|
3,332 |
|
|
|
3,696 |
|
Other current assets |
|
|
248 |
|
|
|
1,137 |
|
|
|
|
|
3,931 |
|
|
|
6,285 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
6,114 |
|
|
|
6,531 |
|
Loans and other borrowings |
|
|
485 |
|
|
|
3,269 |
|
Other current liabilities |
|
|
432 |
|
|
|
620 |
|
|
|
|
|
7,031 |
|
|
|
10,420 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
9,371 |
|
|
|
9,522 |
|
Provisions |
|
|
807 |
|
|
|
707 |
|
Deferred tax liability |
|
|
1,212 |
|
|
|
1,456 |
|
Retirement benefit obligations |
|
|
1,830 |
|
|
|
7,864 |
|
Other non-current liabilities |
|
|
1,338 |
|
|
|
1,337 |
|
|
|
|
|
14,558 |
|
|
|
20,886 |
|
|
Total equity (deficit) |
|
|
1,951 |
|
|
|
(2,626 |
) |
|
Balance sheet items
Goodwill and acquisition related intangible assets
Goodwill decreased by £75m during 2011 to £1,357m. This reduction primarily reflected an impairment
of £39m and the impact of foreign exchange movements. Acquired intangible assets decreased by £79m
during 2011 to £209m, principally due to amortisation of £61m, impairments of £10m and the impact
of foreign exchange movements.
54
FINANCIAL REVIEW FINANCIAL POSITION AND RESOURCES
Property, plant and equipment and software
Property, plant and equipment and internally developed and purchased software decreased by
£362m to £16,446m at 31 March 2011, principally due to capital expenditure of £2,590m, (further
details of which are given below) which was more than offset by £2,979m of depreciation and
amortisation.
Capital expenditure
Capital expenditure, on an accruals basis, totalled £2,590m in 2011 (2010: £2,533m; 2009:
£3,088m), in line with our expectations of around £2.6bn.
The capital expenditure by major area over the last three years is shown below.
In 2011 platforms and networks expenditure was £1,145m (2010: £1,135m). A significant element
of the platform expenditure was on our super-fast fibre-based broadband services network. To date,
we have spent £0.6bn of our £2.5bn potential investment in our fibre roll-out programme. This
expenditure is being managed within our capital expenditure plans. Access expenditure was £591m
(2010: £566m) for connecting our customers to the network. Customer related expenditure was £599m
(2010: £560m), principally relating to major customer contracts in BT Wholesale and BT Global
Services. This also included product development, testing and fault reduction investments across
the group.
Of the capital expenditure, £227m (2010: £280m) arose outside of the UK. Contracts placed for
ongoing capital expenditure totalled £467m at 31 March 2011 (2010: £383m).
Capital expenditure for the last five financial years is included in the
Financial statistics section on page 160.
Deferred tax
The deferred tax asset of £461m (2010: £2,196m) relates to the groups retirement benefit
obligations, as detailed in note 23 to the consolidated financial statements. The deferred tax liability decreased by £244m to £1,212m at 31
March 2011, mainly reflecting the 2% reduction in the rate of UK corporation tax, effective 1 April
2011. Movements in deferred tax assets and liabilities are disclosed in note 24 to the consolidated
financial statements.
Cash and cash equivalents
For further details on cash and cash equivalents refer to Liquidity and Funding and capital management on pages 50 and 52 respectively.
Trade and other receivables
Current trade and other receivables decreased by £364m to £3,332m at 31 March 2011 principally
reflecting improvements to working capital in BT Global Services.
Trade and other payables
Trade and other payables decreased by £417m to £6,114m at 31 March 2011 principally reflecting the
impact of the reduction in our cost base in 2011.
Loans and other borrowings
For further details of movements in our loans and other borrowings, see Net debt on page 52.
Provisions
Current and non-current provisions increased by £115m to £956m at 31 March 2011. The movements in
provisions are disclosed in note 25 to the consolidated financial statements.
Retirement benefit obligations
A summary of movements in the IAS 19 accounting deficit is set out below:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
Deficit |
|
£bn |
|
|
£bn |
|
|
|
At 1 April |
|
|
(7.9 |
) |
|
|
(4.0 |
) |
Current service cost |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
Interest |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
Actuarial gain (loss) |
|
|
5.2 |
|
|
|
(4.3 |
) |
Contributions |
|
|
1.3 |
|
|
|
0.9 |
|
|
At 31 March |
|
|
(1.8 |
) |
|
|
(7.9 |
) |
Deferred tax asset |
|
|
0.4 |
|
|
|
2.2 |
|
|
Net of deferred tax at 31 March |
|
|
(1.4 |
) |
|
|
(5.7 |
) |
|
The market value of the BTPS assets have increased by £1.7bn since 31 March 2010 to £37.0bn at
31 March 2011 principally reflecting the continuation of strong asset performance with a 7% return
and deficiency contributions of £1.0bn offsetting benefits paid of £2.0bn. At 31 March 2011 the
value of the BTPS liabilities have decreased by £4.3bn to £38.7bn principally as a result of the
£3.5bn impact of the UK Government decision that the Consumer Prices Index (CPI), rather than the Retail Prices Index (RPI),
will be used for revaluation and indexation of occupational pension rights. The present value of
the liabilities continues to reflect the low real yield on bonds over the last two years. Further
details and detailed pensions accounting disclosures are provided in note 23 to the consolidated
financial statements.
Equity
A summary of the movements in equity is set out below:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
|
(Deficit) equity at 1 April |
|
|
(2,626 |
) |
|
|
169 |
|
Profit for the year |
|
|
1,504 |
|
|
|
1,029 |
|
Other comprehensive income (loss) |
|
|
3,449 |
|
|
|
(3,661 |
) |
Dividends to shareholders |
|
|
(543 |
) |
|
|
(263 |
) |
Share-based payment |
|
|
68 |
|
|
|
81 |
|
Tax on share-based payment |
|
|
91 |
|
|
|
19 |
|
Net issue of treasury shares |
|
|
8 |
|
|
|
4 |
|
Movements in non-controlling interests |
|
|
|
|
|
|
(4 |
) |
|
Equity (deficit) at 31 March |
|
|
1,951 |
|
|
|
(2,626 |
) |
|
The increase in equity in 2011 is principally due to the profit for the year and the
recognition of actuarial gains on retirement benefit obligations.
BT Group plc, the parent company, had a profit and loss reserve, net of the treasury reserve, of
£9,198m at 31 March 2011. The financial statements of BT Group plc are prepared in accordance with
UK GAAP.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 55 |
FINANCIAL REVIEW FINANCIAL POSITION AND RESOURCES/ALTERNATIVE PERFORMANCE MEASURES
Other comprehensive income
Included in other comprehensive income for 2011 of £3,449m (2010: £3,661m other comprehensive loss)
are actuarial gains of £5,109m (2010: £4,324m loss), foreign exchange losses on the translation of
overseas operations of £140m (2010: £119m loss), net fair value losses on cash flow hedges of £14m
(2010: £575m) and a tax charge of £1,521m (2010: £1,350m credit) relating to items recognised in
other comprehensive income.
Treasury shares
At 31 March 2011 the company held 389m shares (2010: 401m) in Treasury. These shares are used to
settle exercises of share options and share awards. The carrying value of £1,078m (2010: £1,105m)
has been deducted from retained earnings.
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.
During 2011 there were no acquisitions. However, we completed the following equity investments:
|
|
|
Date |
|
Investment |
|
|
May 2010
|
|
A 2.6% shareholding in OnLive Inc., a Silicon Valley
based, cloud computing video gaming business. BT
has exclusive rights to bundle the OnLive® Game
Service with broadband in the UK. |
|
September 2010
|
|
A 14.3% shareholding in YouView TV Limited, a joint
venture between the BBC, ITV, BT, Channel 4 and
others to bring a new free-to-air internet-connected
TV service to UK homes. |
|
Also during 2011 we completed the following disposal:
|
|
|
Date |
|
Disposal |
|
|
December 2010
and March 2011
|
|
A 6.5% interest in our associate Tech Mahindra was
sold for total consideration of £74m. |
|
We also completed a number of other minor disposals in 2011.
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. During 2011 the aggregate
volume and value of legal actions to which the group is party remained broadly the same as at the
end of 2010, during which the levels had increased significantly.
Principal accounting policies, critical accounting estimates and key judgements
Our principal accounting policies are set out on pages 91 to 99 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 2011
consolidated financial statements.
We, in common with virtually all other companies, use estimates in the preparation of our
consolidated financial statements. Details of critical accounting estimates and key judgements are
provided in the accounting policies on pages 97 and 98.
ALTERNATIVE PERFORMANCE MEASURES
Introduction
We assess the performance of the group using a variety of alternative performance measures. We
principally discuss the groups results on an adjusted basis. The rationale for using adjusted
measures is explained below. Results on an adjusted basis are presented before specific items.
We also explain financial performance using measures that are not defined under IFRS and are
therefore termed non-GAAP measures. The non-GAAP measures we use are reported and adjusted
EBITDA, reported and adjusted free cash flow and net debt. A reconciliation from these non-GAAP
measures to the nearest measure prepared in accordance with IFRS is presented below. The
alternative performance measures we use may not be directly comparable to similarly titled measures
used by other companies.
Specific items
Definition
The groups income statement and segmental analysis separately
identify trading results before specific items. Specific items are
those that in managements judgment need to be disclosed by
virtue of their size, nature or incidence. In determining whether an
event or transaction is specific, management considers quantitative
as well as qualitative factors such as the frequency or predictability
of occurrence. 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 identified by virtue of their size,
nature or incidence.
Items which have been considered to be specific items by virtue of
their size, nature or incidence 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 payment. In 2011 net interest on
pensions has been included in specific items because of its volatile
nature, and also BT Global Services contract and financial review
charges in 2009, by virtue of their size and nature. Accordingly,
specific items for comparative periods have been re-presented to
reflect this reclassification.
Specific items in 2011, 2010 and 2009
Specific items recognised in all years are summarised
below and disclosed in note 8 to the consolidated financial statements.
Revenue and other operating income
In 2010 a charge of £52m was recognised as a reduction in revenue, reflecting an Ofcom
determination in relation to 2Mbps partial private circuits. In 2009 the group recognised BT Global
Services contract and financial review charges, of which £41m was recognised as a reduction in
revenue.
In 2009 a £13m loss on disposal arose from exiting a business and was recognised as a reduction in
other operating income.
56
FINANCIAL REVIEW ALTERNATIVE PERFORMANCE MEASURES
Operating costs
Specific operating costs of £329m (2010: £427m; 2009: £1,993m) comprised:
|
|
BT Global Services restructuring charges of £192m (2010: £301m; 2009: £280m). This
included people and property charges of £129m (2010: 132m; 2009: £51m) principally comprising
leaver costs and property exit costs and networks, products and procurement channels rationalisation
charges of £41m (2010: £142m; 2009: £183m) from rationalising legacy networks, including the
associated systems and processes. In 2010, the charge of £142m included a payment of £127m made to Tech Mahindra
for the renegotiation of certain supply contracts as part of the rationalisation of procurement
channels. In addition intangible asset impairments and other charges of £22m were recognised (2010:
£27m; 2009: £46m). Further BT Global Services restructuring charges of around £50m are expected to
be incurred in 2012 principally in relation to the network rationalisation programme. |
|
|
|
Property rationalisation charges of £88m (2010: £121m; 2009: £nil) in relation to the
rationalisation of the groups UK property portfolio. |
|
|
|
Intangible assets impairment charges of £49m (2010 and 2009: £nil) relating to goodwill and brands. |
|
|
|
BT Global Services contract and financial review charges of £1,598m were
recognised in 2009. |
|
|
|
A charge of £65m in respect of the groups transformation and reorganisation
activities was recognised in 2009. |
|
|
|
A £50m charge was recognised in 2009 comprising £31m of asset impairments and £19m of
associated costs, following the groups review of its 21CN programme and associated voice strategy. |
Net finance expense
Net finance expense on pensions was £79m (2010: £279m expense; 2009: £313m income).
Associates and joint ventures
In 2011 a profit of £42m arose on the disposal of a 6.5% interest in our associate Tech
Mahindra. In 2010 a loss on disposal of £12m arose on the disposal of an indirect interest in Tech
Mahindra. In 2010 the group also recognised a credit of £29m in connection with the £127m payment to
its associate Tech Mahindra, as described above. 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 associated
undertaking.
Taxation
The specific tax credit of £239m in 2011 (2010: £420m; 2009: £414m) comprised:
|
|
Tax credit of £72m (2010: £190m; 2009: £414m) on the specific items detailed above. |
|
|
|
Tax credit of £172m (2010 and 2009: £nil) for the re-measurement of deferred tax
balances as a result of the change in the UK statutory corporation tax rate from 28% to 26%
effective in 2012. |
|
|
|
In 2010 the group agreed substantially all outstanding tax matters with HMRC relating to
the 2008, 2007 and 2006 tax years resulting in a tax repayment. Specific items in 2010 included a tax credit of £230m,
associated interest of £11m on the repayment and operating costs of £5m representing costs
associated with the settlement. |
EBITDA
In addition to measuring financial performance of the lines of business based on operating
profit, we also measure performance based on EBITDA and adjusted EBITDA. EBITDA is defined as the
group profit or loss before depreciation, amortisation, net finance expense and taxation. Adjusted
EBITDA is defined as EBITDA before specific items. 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 and adjusted EBITDA to be useful measures of our operating performance because they reflect the
underlying operating cash costs, by eliminating depreciation and amortisation. EBITDA and adjusted EBITDA are not
direct measures of our liquidity, which is shown by our cash flow statement, and need to be
considered in the context of our financial commitments.
A reconciliation from group operating profit, the most directly comparable IFRS measure, to
reported and adjusted group EBITDA, is set out below. A reconciliation between operating profit and
adjusted EBITDA for our lines of business is set out in Segment information, note 1 to the consolidated financial statements on page 106.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Operating profit |
|
|
2,578 |
|
|
|
2,123 |
|
|
|
301 |
|
Depreciation and
amortisation |
|
|
2,979 |
|
|
|
3,039 |
|
|
|
2,890 |
|
|
Reported EBITDA |
|
|
5,557 |
|
|
|
5,162 |
|
|
|
3,191 |
|
Specific items |
|
|
329 |
|
|
|
477 |
|
|
|
2,047 |
|
|
Adjusted EBITDA |
|
|
5,886 |
|
|
|
5,639 |
|
|
|
5,238 |
|
|
Adjusted earnings per share
We also measure financial performance based on adjusted earnings per share, which excludes
specific items. Basic and adjusted earnings per share, and the per share impact of specific items,
is as follows:
|
|
|
|
|
|
|
|
|
|
|
Pence |
|
|
|
|
Year ended 31 March 2011 |
|
per share |
|
|
£m |
|
|
|
Basic earnings per share/profita |
|
|
19.4 |
|
|
|
1,502 |
|
Specific items |
|
|
1.6 |
|
|
|
127 |
|
|
Adjusted basic earnings per share/profit |
|
|
21.0 |
|
|
|
1,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence |
|
|
|
|
Year ended 31 March 2010 |
|
per share |
|
|
£m |
|
|
|
Basic earnings per share/profita |
|
|
13.3 |
|
|
|
1,028 |
|
Specific itemsb |
|
|
4.0 |
|
|
|
308 |
|
|
Adjusted basic earnings per share/profitb |
|
|
17.3 |
|
|
|
1,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence |
|
|
|
|
Year ended 31 March 2009b |
|
per share |
|
|
£m |
|
|
|
Basic loss per share/(loss)a |
|
|
(2.5 |
) |
|
|
(193 |
) |
Specific itemsb |
|
|
16.6 |
|
|
|
1,284 |
|
|
Adjusted basic earnings per share/profitb |
|
|
14.1 |
|
|
|
1,091 |
|
|
|
|
a |
The stated profit (loss) amounts are the component of the total profit (loss)
which is attributable to equity shareholders excluding non-controlling interests. |
|
b |
Re-presented see page 56. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 57 |
FINANCIAL REVIEW ALTERNATIVE PERFORMANCE MEASURES
Free cash flow
Reported free cash flow
Reported free cash flow is one of the groups key performance indicators by which our financial
performance is measured. Reported 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. Reported free cash flow is primarily a liquidity measure,
however we also 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, reported 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 reported
free cash flow does not mean that this is a measure of the funds that are available for
distribution to shareholders.
Adjusted free cash flow
We also measure financial performance based on an adjusted basis before specific items.
Adjusted free cash flow is before the cash impact of specific items including tax related specific
items. For non-tax related specific items, the adjustment is made on a pre-tax basis. Adjusted free
cash flow provides an additional measure of the free cash flow generated by the group based on its
trading performance.
A reconciliation from net cash inflow from operating activities, the most directly comparable IFRS
measure, to reported and adjusted free cash flow is set out below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Net cash inflow from operations |
|
|
4,566 |
|
|
|
4,825 |
|
|
|
4,706 |
|
Add back pension deficit payment |
|
|
1,030 |
|
|
|
525 |
|
|
|
|
|
Included in cash flows from investing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net capital expenditure |
|
|
(2,630 |
) |
|
|
(2,480 |
) |
|
|
(3,038 |
) |
Interest received |
|
|
29 |
|
|
|
16 |
|
|
|
19 |
|
Dividends received from associates |
|
|
7 |
|
|
|
3 |
|
|
|
6 |
|
Purchase of non-current financial
assets |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
Included in cash flows from financing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
(973 |
) |
|
|
(956 |
) |
|
|
(956 |
) |
|
Reported free cash flow |
|
|
2,011 |
|
|
|
1,933 |
|
|
|
737 |
|
Net cash outflow from specific items |
|
|
212 |
|
|
|
173 |
|
|
|
35 |
|
|
Adjusted free cash flow |
|
|
2,223 |
|
|
|
2,106 |
|
|
|
772 |
|
|
The net cash outflow from specific items of £212m in 2011 principally comprised BT Global
Services restructuring charges and property rationalisation costs. The net cash outflow of £173m in
2010 principally comprised BT Global Services restructuring charges and property rationalisation
costs, offset by a cash receipt of £226m following the agreement of substantially all outstanding
tax matters with HMRC relating to the 2008, 2007 and 2006 tax years. The net cash outflow of £35m
in 2009 principally comprised BT Global Services restructuring costs and group transformation costs.
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. In addition, the gross balances are
adjusted to take account of netting arrangements.
Net debt 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.
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 from this
measure, the most directly comparable IFRS measure, to net debt is given below.
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
Loans and other borrowings |
|
|
9,856 |
|
|
|
12,791 |
|
Less: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
(351 |
) |
|
|
(1,452 |
) |
Current asset investments |
|
|
(19 |
) |
|
|
(406 |
) |
|
|
|
|
9,486 |
|
|
|
10,933 |
|
Adjustments: |
|
|
|
|
|
|
|
|
To retranslate currency denominated
balances at swapped rates where hedged |
|
|
(408 |
) |
|
|
(1,326 |
) |
To remove fair value adjustments
and accrued interest applied to reflect
the effective interest method |
|
|
(262 |
) |
|
|
(324 |
) |
|
Net debt |
|
|
8,816 |
|
|
|
9,283 |
|
|
58
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 59 |
REPORT OF THE DIRECTORS
BOARD OF DIRECTORS AND OPERATING COMMITTEE
Chairman
Sir Michael Rake
Chairman d,e,f
Sir Michael was appointed to the Board as Chairman on
26 September 2007. He also chairs the Nominating & Governance Committee and the Committee for
Sustainable & Responsible Business and is a member of the Pension Scheme Performance Review Group.
He was formerly chairman of KPMG International from 2002 to 2007, and previously held other roles
in KPMG from 1972.
He is chairman of easyJet, a non-executive director of Barclays, where he chairs the audit
committee, McGraw Hill and the Financial Reporting Council. Sir Michaels other 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 63.
Executive directors
Ian Livingston
Chief Executive a,f
Ian Livingston was appointed as Chief Executive on 1 June 2008. He chairs the Operating Committee
and is a member of the Pension Scheme Performance Review Group. He was formerly Chief Executive of
BT Retail from 7 February 2005 and Group Finance Director from April 2002. Before 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 and
chairman of the audit committee. He is a Chartered Accountant. Aged 46.
Tony Chanmugam
Group Finance Directora
Tony Chanmugam was appointed to the Board on 1 December 2008 as Group Finance Director and is a
member of the Operating Committee. 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 of BT Global Solutions. Tony 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 57.
Gavin Patterson
Chief Executive, BT Retail a,e
Gavin Patterson was appointed to the Board on 1 June 2008 as Chief Executive BT Retail and is a
member of the Operating Committee. He is also a member of the Committee for Sustainable
& Responsible Business. He was formerly Managing Director, Consumer Division, BT Retail. He is a
non-executive director of British Airways. Before joining BT, he was managing director of the
consumer division of Telewest. Aged 43.
Company Secretary
Andrew Parker
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 51.
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 & Risk
c Remuneration
d Nominating & Governance
e Sustainable & Responsible Business
f Pension Scheme Performance Review Group
g Equality of Access Board
60
REPORT OF THE DIRECTORS BOARD OF DIRECTORS AND OPERATING COMMITTEE
Non-executive directors
Tony Ball c,d
Tony Ball was appointed to the Board on 16 July 2009. He is a member of the Remuneration and the
Nominating & Governance Committees. He has held senior executive positions in broadcasting and
telecommunications businesses in the UK, US and continental Europe. From 1999 to 2003 he was chief
executive of BSkyB. He is chairman of the supervisory board of Kabel Deutschland. He is also a
board member of the Olympic Delivery Authority London 2012 and a non-executive director of the
Spanish cable company ONO. Aged 55.
Clayton Brendish b,d,e
Clay Brendish was appointed to the Board on 1 September 2002. He is a member of the Audit & Risk
and the Nominating & Governance Committees, and the Committee for Sustainable & Responsible
Business. He is non-executive chairman of Anite, SThree, and Echo Research and non-executive
director of Herald Investment Trust. He is also a trustee of Economist Newspapers. Prior to his
retirement in 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. Aged 64.
J Eric Daniels c,d
Eric Daniels was appointed to the Board on 1 April 2008. He is a member of the Remuneration and the
Nominating & Governance Committees. He was group chief executive of Lloyds Banking Group (formerly
Lloyds TSB Group) until March 2011 having been a director since 2001. Immediately prior to joining
Lloyds TSB Group, he was chairman and chief executive of Zona Financiera. Eric worked for Citibank from 1975 to
2000, becoming chief operating officer of Citibanks consumer bank, then chairman and chief executive of
Travelers Life and Annuity following its merger with Citibank. Aged 59.
Rt Hon Patricia Hewitt b,c,d,f
Patricia Hewitt was appointed to the Board on 24 March 2008 and became Senior Independent Director
in July 2009. She chairs the
Remuneration Committee and the Pension Scheme Performance Review Group and is a member of the Audit
& Risk and the
Nominating & Governance Committees. Patricia stepped down as an MP at the 2010 election. She joined
Groupe Eurotunnel SA as an independent non-executive director in May 2010. She was Secretary of
State for Health from 2005 to 2007 and previously 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. A British and Australian dual national, she is aged 62.
Phil Hodkinson b,d,e,f
Phil Hodkinson was appointed to the Board on 1 February 2006. He is chairman of the Audit & Risk
Committee and is a member of the Nominating & Governance Committee, the Committee for Sustainable &
Responsible Business, and the Pension Scheme Performance Review Group. He 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. Prior to his retirement in 2007, Phils roles included
group finance director of HBOS, chairman of Insight Investment and Clerical Medical, and chief
executive of Zurich Life and Eagle Star Life. He is a Fellow of the Institute of Actuaries. Aged
53.
Nicholas
Roseb
Nick Rose was appointed to the Board on 1 January 2011 and is a member of the Audit & Risk
Committee. He has been a non-executive director of BAE Systems since February 2010 and retired as
group finance director of Diageo in October 2010, having been on the board since joining in 1999.
Prior to Diageo, Nick was a member of the board of GrandMet and in his early career spent 11 years
with Ford Finance in a number of different roles. Nick was appointed chairman of Edwards Vacuum on
24 March 2011. Aged 53.
Carl G Symon b,c,g
Carl Symon was appointed to the Board on 14 January 2002, and appointed chairman of the Equality of
Access Board when it became operational on 1 November 2005. He is a member of the
Audit & Risk and the Remuneration Committees. 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 65.
Jasmine
Whitbreade
Jasmine Whitbread was appointed to the Board on 19 January 2011 and is a member of the Committee
for Sustainable & Responsible Business. She was appointed chief executive of Save the Children
International in 2010, having joined Save the Children in 2005. Jasmine held positions with Oxfam
until 2005 and prior to this served as a managing director of Thomson Financial based in the US. A
British and Swiss dual national, she is aged 47.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 61 |
REPORT OF THE DIRECTORS
THE BOARD
|
|
Corporate governance statement |
|
|
|
Directors |
|
|
|
Governance and role of the Board |
|
|
|
Directors powers to authorise conflicts of interest |
|
|
|
BTs non-executive directors |
|
|
|
Main Board committees |
|
|
|
New York Stock Exchange |
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 BT Board is committed to operating in accordance with best practice in business integrity and
ethics, whilst maintaining the highest standards of financial reporting and corporate governance.
We believe that good corporate governance should not be a bureaucratic burden but should be clear
and straightforward and support the business by providing it with simple guidelines for decision
making and risk management.
Key activities
|
|
With operations worldwide, the BT governance framework has to reflect diverse cultures and
regulatory environments. During the year we reviewed our corporate governance framework. |
|
|
|
We have extended the role of the Audit Committee to reflect an increased focus on risk. The Audit
& Risk Committee recommends to the Board the groups risk appetite and reviews its risk profile. |
|
|
|
We have extended the remit of the Nominating Committee
(now the Nominating & Governance Committee) to give it the responsibility for oversight of
governance and compliance issues. |
|
|
|
We also established five regional governance committees to have oversight of BTs group-wide
governance policies across their region, particularly focusing on corporate governance and
compliance, ethics, business principles, and data retention and protection. |
|
|
|
We have commented on many of the various recent consultations on governance, including those
leading to the new UK Corporate Governance Code, and the associated Guidance on Board
Effectiveness. |
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 2011 financial year.
The Business review on pages 8 to 43 forms part of this report. The audited financial statements are
presented on pages 91 to 150 and 155.
Corporate governance statement
We are committed to operating in accordance with best practice in business integrity and ethics and
maintaining the highest standards of financial reporting and corporate governance. 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 60 to 86 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
The Code was replaced in May 2010 by the UK Corporate
Governance Code (the New Code) for financial years beginning on or after 29 June 2010. It is the
intention of the directors to comply with the New Code and during 2011 we have sought to implement
its provisions early as appropriate.
Directors
The names and biographical details of the directors are given on pages 60 and 61 in Board of
Directors and Operating Committee.
Changes to the composition of the Board from 1 April 2010 are set out in the table below:
|
|
|
|
|
New directors |
|
Date of appointment |
|
|
|
Nick Rose |
|
1 January 2011 |
Jasmine Whitbread |
|
19 January 2011 |
|
Following a nine-year term as a director, Clay Brendishs current appointment will end on 31 August
2011 when he will retire from the Board.
62
REPORT OF THE DIRECTORS THE BOARD
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 eight non-executive directors. All the non-executive
directors during 2011 met, and continue to meet, the criteria for independence set out in the New
Code and are therefore considered by the Board to be independent.
Carl Symon and Nick Rose are both non-executive directors of BAE Systems plc and the Board has
determined that, as they both serve in a non-executive capacity, they are independent for the
purposes of paragraph A.3.1. of the Code (paragraph B.1.1 of the New Code).
The Board viewed the Chairman as independent at the time of his appointment. The Board comprised a
majority of independent non-executive directors throughout 2011.
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:
|
|
strategy |
|
|
|
development |
|
|
|
growing shareholder value |
|
|
|
oversight and control |
|
|
|
corporate governance. |
It approves BTs:
|
|
values, ethics and business policies and practices |
|
|
|
strategic plans |
|
|
|
annual budget |
|
|
|
capital
expenditure and investments budgets |
|
|
|
larger capital expenditure proposals |
|
|
|
the overall system of
internal controls, governance and compliance authorities. |
The Board also oversees internal 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. The Board met 10 times during the 2011 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 & Governance Committee. The Chairman provides
strong leadership for the Board on all aspects of its role. 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 & Governance Committee, which the Chairman chairs, and the individual performance of the
non-executive directors. The Chairman, through the Company Secretary, ensures a full and
comprehensive induction is provided to new 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 60. 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.
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 companys Articles of Association include
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:
|
|
consider each conflict situation separately on
its particular facts |
|
|
|
consider the conflict situation in conjunction with the rest of their duties
under the 2006 Act |
|
|
|
keep records and Board minutes as to authorisations granted by directors and
the scope of any approvals given |
|
|
|
regularly review conflict authorisation. |
BTs non-executive directors
The Nominating & Governance 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
members of the Committee, which then recommends candidates to the Board for appointment. This year,
following this process, the Board appointed Nick Rose and Jasmine Whitbread, as new non-executive directors.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 63 |
REPORT OF THE DIRECTORS THE BOARD
The non-executive directors provide a strong, independent element on the Board and are well placed
to constructively challenge and help develop proposals on strategy. Between them, they bring
experience and independent judgment, gained at the most senior levels of international business
operations and strategy, finance, marketing, technology, communications and political and
international affairs and corporate social responsibility. In her capacity as the Senior
Independent Director, and as the chair of the Remuneration Committee, Patricia Hewitt meets
regularly with BTs major institutional shareholders and shareholder representative bodies. 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 and automatic termination in the event of not
being re-elected by shareholders. Appointments may be extended for usually up to two further three
year periods, provided the director remains independent.
Carl Symon completed nine years of service in January 2011 and, in accordance with the New Code,
the Board assessed whether Carl is independent of management and any business or other relationship
that could materially interfere with the exercise of objective or independent judgment by him or
his ability to act in the best interests of the Group. The Board took into account the way he
performs the role of chairing the Equality of Access Board (as
described in Main Board committees below) which it
considers evidence of Carls independence by nature of the role performed. The Board concluded that
Carl remains a valuable and effective independent non-executive director and he demonstrates the
highest commitment to the role.
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 investment 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, and has, delegated some of these approvals, up
to its own limits, to sub-committees and to senior executives.
To meet best corporate governance practice, the Audit & Risk Committee, the Remuneration Committee
and the Nominating & Governance 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 & Risk Committee, the Report of the Nominating & Governance Committee and the
Report on directors remuneration are on pages 65 to 81. The Report of the Committee for Sustainable
& Responsible business is included on page 68. 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, Dr Tim Whitley, Group Strategy Director (replacing Himanshu
Raja, then Chief Financial Officer, BT Innovate & Design who has stepped down as a member of the
committee); 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 BT
Pension Scheme 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. During the year we
renamed our Nominating Committee the Nominating & Governance Committee and extended its terms of
reference to include governance and compliance issues (see Report of the Nominating & Governance
Committee on page 67). The Nominating & Governance Committees terms of reference are in line with
the requirements set out in the standards. However, the Committee is chaired by the Chairman, Sir
Michael Rake, who is not considered independent under the NYSEs listing standards. The Board and
the
Nominating & Governance Committee are made up of a majority of independent, non-executive
directors.
The Sarbanes-Oxley Act of 2002, (Sarbanes-Oxley) the US Securities and Exchange Commission (SEC)
and NYSE introduced rules on 31 July 2005 requiring companies to comply with certain provisions
relating to their 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.
64
REPORT OF THE DIRECTORS
REPORT OF THE AUDIT & RISK COMMITTEE
Introduction
During the year the Committee undertook the annual review of its terms of reference. The review
focused primarily on extending the Committees role in relation to assurance and oversight of risk
management within the group. Following this review the Committee was re-named the Audit & Risk
Committee to emphasise its strengthened role in relation to risk.
The Audit & Risk Committee is chaired by Phil Hodkinson. The other members are Clay Brendish,
Patricia Hewitt, Nick Rose and Carl Symon. They are all independent non-executive directors. With
the exception of Nick Rose who joined the Committee on 14
April 2011, they were all members of the
Committee throughout the 2011 financial year. 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 and financial
experience. The Board has reviewed membership of the Committee and is satisfied that it includes
members, Phil Hodkinson and Nick Rose, who have recent and relevant financial experience as
required for the provisions of the Code and that they constitute audit committee financial
experts for the purposes of the US Sarbanes-Oxley Act. The Committee met six times during the
financial year: in April, May, July, September, November and January and the Chairman of the
Committee reported 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 & Risk Committee, attend meetings with the agreement of
the Chairman of the Committee. The external auditors normally attend meetings, although they are
not present when the Committee discusses their performance and/or remuneration. The Committee
members meet regularly with the external and internal auditors without management being present.
The papers and minutes of the Audit & Risk 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 LLP 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 that are
responsible for the group and subsidiary audits every seven years. The lead partner currently responsible for BTs
audit is completing his second 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
services. 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 is not to 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 & Risk 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 the work 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 7 in the Notes to the consolidated
financial statements on page 114.
The Audit & Risk Committee reviews BTs published financial results, the Annual Report & Form
20-F and other published information for statutory and regulatory compliance. It reports its views
to the Board to assist it in its approval of the results announcements and the Annual Report &
Form 20-F.
The Committee also reviews the 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 & Risk 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. Additionally the Committee reviews on behalf of the
Board the groups risk profile, endorses a programme of testing of the risk mitigations and
controls that underpin the groups assessment of residual risk and reviews the groups current risk
exposure and capability to identify new risks.
The Committee 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.
The Audit & Risk Committee 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. The
effectiveness of the whistleblowing process as a whole and oversight of any complaints relating
to governance matters is now reviewed by the Nominating & Governance Committee in line with its
extended terms of reference.
During the 2011 financial year, the Committee placed particular emphasis on reviewing major
contract management and accounting, and the management of risk.
Following
the review of the Committees terms of reference, each Line of Business and internal
service unit Chief Executive will attend meetings to discuss the key risks in their part of the
business and the actions that are being taken to address them.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 65 |
REPORT
OF THE DIRECTORS REPORT OF THE AUDIT
& RISK COMMITTEE
The annual meeting schedule has also changed to
include an additional meeting which will focus solely on risk and the Group Chief Executive will
attend to discuss the groups enterprise-wide risk management processes, the top risks facing the
group as a whole and the groups risk appetite. Following this session, the Committee will submit
their conclusions and any recommendations to the Board. Risk management is also given special
attention by the Committee, devoting a significant proportion of their time to risk at the July and
January meetings.
Committee activities
The Committee regularly 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
2011 the Audit & Risk Committees business included consideration of the following:
|
|
|
Month |
|
Consideration |
|
|
|
|
April
|
|
BT Global Services major contract review |
|
|
Review of the internal control requirements under
the Code including risk management processes |
|
|
Sarbanes-Oxley Act update |
|
|
Draft Annual Report & Form 20-F 2010 |
|
|
Going concern considerations. |
|
|
|
May
|
|
Review of external audit and non-audit fees |
|
|
The Annual Report & Form 20-F 2010, full year
results, announcement and related formal
statements |
|
|
Corporation tax provisions |
|
|
Review of the internal control requirements under
Sarbanes-Oxley |
|
|
Annual report on the performance of Internal Audit |
|
|
Internal Audit year end Corporate Summary Report |
|
|
Annual update on whistleblowing, litigation trends
and major litigation report |
|
|
External auditors report. |
|
|
|
July
|
|
BTs risk management framework |
|
|
BT Security and Anti-Trust update |
|
|
First quarter results, announcement and related
formal statements |
|
|
External auditors report |
|
|
|
September
|
|
Review of external auditors effectiveness. |
|
|
|
November
|
|
Review of fees for audit and non-audit services |
|
|
Half year results, announcement and related formal
statements |
|
|
Going concern assessment |
|
|
External audit plan |
|
|
BT Global Services major contracts review |
|
|
Internal Audit Half-Year Performance Report |
|
|
Review of internal control requirements under the
Code and Sarbanes-Oxley |
|
|
Annual review of Committee terms of reference |
|
|
External auditors report |
|
|
|
January
|
|
Internal Audit report |
|
|
Risk management review update |
|
|
Audit Committee effectiveness |
|
|
Sarbanes-Oxley update |
|
|
Third quarter results, announcement and related
formal statements |
|
|
External auditors report |
|
|
Annual review of accounting policies |
|
|
BT Innovate & Design risk update. |
|
|
|
The Committee also discussed the planning, conduct and conclusions of the external audit as it
proceeded as explained below.
The Committee approved the auditors group audit plan after discussion with them. The auditors
explained the programme of work they planned to undertake to ensure that the identified risks did
not lead to a material misstatement of the financial statements. Where they thought it would be
effective to do so, this work included the evaluation and testing of the groups own internal
controls. They also explained where they planned to obtain direct external evidence and were using
experts to assist with their audit.
The Committee discussed these issues with them again at the time of their review of the half-year
summary financial statements and again at the conclusion of their audit of the financial statements
for the year. As they concluded the audit, they explained:
|
|
the work they had done to test managements assumptions and estimates and how they had satisfied
themselves that these were reasonable; |
|
|
|
they had reviewed the groups application of its
accounting policies; and |
|
|
|
the results of their testing of the controls and other procedures
carried out in the major overseas locations and the issues they had found there. |
The auditors also reported to the Committee the misstatements that they had found in the course of
their work and the Committee confirmed that there were no such material items remaining unadjusted
in the financial statements.
The Committee evaluated its performance and processes by inviting Committee members, key executives
and the external auditors to complete questionnaires. The results showed that the Committee
continued to be effective in terms of both behaviours and processes.
66
REPORT OF THE DIRECTORS
REPORT OF THE NOMINATING & GOVERNANCE COMMITTEE
Introduction
During the year it was agreed that the Committee should be renamed the Nominating & Governance
Committee and, in addition to its existing remit, examine governance and compliance issues. It was
also agreed that five regional governance committees (RGCs) would be established as sub-committees
of the Committee.
The Nominating & Governance 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
The Committees terms of reference are available from the Company Secretary and are posted on our
website at www.bt.com/committees. The Nominating & Governance Committee ensures an appropriate
balance of experience and abilities on the Board, reviews the size and composition of the Board and
recommends any proposed changes to the Board.
It also determines and reviews BTs governance policies including corporate governance, ethics,
business principles, international trading regulation issues and data protection. The Committee met
four times during the 2011 financial year.
Committee activities
Nominating
The Committee 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 appointments 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 reviewed the make-up and size of the Board and its committees, the overall governance
framework, considered a proposal for the annual re-election of all directors and the appointment of
external facilitators to carry out the next Board evaluation.
The Committee recommended:
|
|
the appointment of both Patricia Hewitt and Eric Daniels be extended for three years following
the expiry of their respective initial three year terms |
|
|
|
the appointment of Nick Rose as a
non-executive director to strengthen the Board capability in the assessment of audit and risk
issues, as he had held senior executive positions in various industries |
|
|
|
the appointment of
Jasmine
Whitbread as a non-executive director to bring valuable experience to the Board on corporate
responsibility, an area where she has held senior positions both in the UK and globally |
|
|
|
the appointment of Carl Symon be extended for one year following the expiry of a nine year term
and having reviewed his independence |
|
|
|
the continuation of the Chairman in his role, having served
for three years, following a review of his performance as part of the Board evaluation. |
All appointments are subject to automatic termination in the event of a director not being
re-elected by shareholders at the AGM.
Governance and compliance
The Committee receives regular reports on the effectiveness of and compliance with, BTs governance
policies, reviews the corporate governance and decision making structure and processes throughout
the group, including the regional approach to governance. It reviews the processes for, and
effectiveness of, the whistleblowing procedures within BT and adopted a code of ethics for BTs
Chief Executive, Group Finance Director and senior finance managers as required by the
Sarbanes-Oxley Act. The Committee monitors corporate governance developments around the world and
their impact on the business. It reviews the policy on where BT does business, the training and
communication of governance and compliance, and the approach to appointments on subsidiaries and
associated companies and conflicts of interest.
The Committee:
|
|
recommended the formation of five RGCs namely: UK and Republic of Ireland; US and Canada; Latin
America; Europe, Middle East and Africa; and AsiaPac and agreed their terms of reference; |
|
|
|
received a first report in relation to the establishment of each RGC; |
|
|
|
received a summary of the
roll-out of BTs ethics adequate procedures programme: and |
|
|
|
reviewed the new whistleblowing
procedures and confidential hotline. |
The minutes of the Nominating & Governance Committee meetings are sent, at their request, to
directors who are not members of the Committee, where appropriate to do so.
Board evaluation
A review was carried out in March and April 2010 by the Chairman and Company Secretary through a
questionnaire and discussion and the results were discussed by the Board. A number of actions were
implemented to address the points raised, namely:
|
|
a review was undertaken of the composition of the Board and its Committees. A number of changes
have been proposed which have been implemented; |
|
|
|
the remit of the Audit & Risk Committee has been
extended to cover greater focus on risk management; and |
|
|
|
regular updates and training have been
provided to the Board which have covered areas such as the UK Bribery Act 2010 and governance
developments, and updates on particular areas of BTs business operations. |
Following the Board evaluation, the Chairman reviewed the performance of each director and his own
performance was reviewed by the Senior Independent Director in face-to-face meetings.
The Committee agreed that the next annual Board evaluation would be carried out using an external
facilitator. Boardroom Review have been appointed and have begun a series of interviews which will
lead to a report for discussion by the Board and an agreed set of actions.
A separate survey about Audit & Risk Committee effectiveness was also carried out and the outcome
of the survey is in the Committees report.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 67 |
REPORT OF THE DIRECTORS
REPORT OF THE COMMITTEE FOR SUSTAINABLE & RESPONSIBLE BUSINESS
Introduction
The Committee for Sustainable & Responsible 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; three non-executive directors: Clay
Brendish, Phil Hodkinson and Jasmine Whitbread and three independent members: Lord Hastings,
Baroness Jay and Dame Ellen MacArthur. Jonathon Porritt, chair of BTs external Leadership Advisory
Panel (the Panel) of external sustainability experts, which provides
advice on corporate responsibility (CR) issues, attends
one meeting per year.
Committee role
With input and recommendations from executive management and advice from the Panel, the Committee
sets the CR 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 sustainable and responsible business practices are applied
throughout the business, minimising any CR risks to BTs operations and reputation and maximising
the opportunities to help create a better future. It encourages innovation and the development of
new communications services to help create a more sustainable future for customers, employees and
communities in the UK and around the world. The Committee met four times in the 2011 financial
year and reviewed:
|
|
the CR strategy and key performance indicators; |
|
|
|
community and charity
support programmes; |
|
|
|
the development of BTs volunteering and sustainability skills programmes; |
|
|
|
activities supporting BTs environment and climate change programmes; and |
|
|
|
proposals relating to
the development of BTs low carbon economy ICT solutions. |
The Committee made visits to a number of organisations in the 2011 financial year, including NSPCC,
Childline, Cancer Research UK, ICAN, The Communication Trust and the Pennies Foundation.
The Committee has close links with the Panel. Jonathon Porritt attended the December meeting of the
Committee. Gavin Patterson attends Panel meetings.
68
REPORT OF THE DIRECTORS
REPORT ON DIRECTORS REMUNERATION
Overview
|
|
As outlined in the Chairmans message, the executive team has made considerable progress in a
challenging year, achieving or exceeding demanding objectives for profitability and cash
generation. The Chief Executive was therefore awarded a bonus of 126%
of target (79% of the maximum
opportunity), compared with 142% of target (71% of the maximum) for the previous year. Half of the
bonus will be paid in cash and the remaining half will be deferred into shares receivable in three
years time, subject to continued employment as well as a clawback condition. Whilst customer
service improved during the year, the level of improvement was insufficient to justify a payment
for that component of the annual bonus. |
|
|
|
During 2011 the Remuneration Committee reviewed the executive pay structure to ensure that it
remains closely aligned to BTs corporate strategy and shareholders interests. The Chair of the
Committee led a consultation with major investors and representative bodies as part of the review. |
|
|
|
The Committee agreed to maintain our policy position of setting basic salaries below the median
of our comparator group, so that executive directors can only achieve upper quartile total rewards
for exceptional performance in line with stretching performance targets. |
|
|
|
As BT moves towards achieving profitable growth, alongside a continuing focus on customer service
and cost transformation, the Committee decided to strengthen incentives for long-term performance.
In particular, we will increase the element of the annual bonus dependent upon individual and
role-specific performance aligned with our long-term strategy, and add a new measure of three-year
revenue growth to the long-term incentive shares. |
|
|
|
We have reviewed base salaries and, where appropriate, increased them to bring them closer
towards, but still below or around median levels in comparable companies. In making these
decisions, we took account of the position of all BTs employees who will benefit from pay
increases and annual bonuses based on the companys performance in 2011. |
|
|
|
BTs executive share plans reach the end of their 10-year life in October 2011. The Committee has
agreed that renewed plans should be adopted, generally in the same
form as the current plans but updated and amended
to reflect best practice and current legislation. Shareholders will
be asked to approve the adoption
of the plans for a further 10 years at the 2011 Annual General Meeting. |
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 2011. As well as meeting statutory
requirements, the Remuneration Committee aims to comply with best practice guidelines and apply the
principles of good corporate governance 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.
Shareholders will be asked to vote on this Report at the 2011 AGM.
Remuneration policy
This part of the Report on directors remuneration is not subject to audit.
Remuneration principles
Our policy remains to maintain a competitive remuneration package that will attract, retain and
motivate a high quality top team, avoid excessive risk taking 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 shares. 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 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 takes account of the remuneration of other
companies of similar size, complexity and geographic reach. The Committee also takes into account
the pay and employment conditions of all our employees. For instance, the overall increase in
senior managers pay for 2011 was comparable with the pay settlement offered to our
employees generally, with some senior managers receiving no increase. Salary increases for the
executive directors are given on page 78.
BT operates in a number of different environments and has many employees who carry out diverse jobs
across a number of countries.
|
|
all employees, including directors, are paid by reference to the market rate |
|
|
|
performance is
measured and rewarded through a number of performance-related bonus schemes across the group |
|
|
|
business unit performance measures are cascaded down through the organisation |
|
|
|
BT offers employment conditions that reflect our values and are commensurate with a large
publicly listed company, including high standards of health and safety and equal opportunities |
|
|
|
BT operates all-employee share plans which are open to all employees and executive directors
alike |
|
|
|
BT offers benefits which are available to everyone. |
The Committee continues to keep under review the relationship of risk to remuneration and to seek
input from the chairman of the Audit & Risk Committee.
The largest single driver of on-target remuneration remains cash flow (24% of the Chief Executives total package),
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 69 |
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
reflecting the
importance of cash flow to invest in the business, reduce net debt,
support the pension fund and
pay progressive dividends. In deciding to include three-year revenue growth as a new measure for
the long-term incentive shares, we considered carefully the possible risk of incentivising
unprofitable revenue growth. We believe, however, that the continued inclusion of total shareholder
return (TSR) and free cash flow performance measures, the inclusion of earnings per share (EPS) in
the annual bonus plan and the Boards focus on profitable growth will sufficiently mitigate this
risk.
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 and health and safety outcomes.
The Committee has reaffirmed its position that the Board and Remuneration Committee have absolute
discretion to reduce variable compensation in the light of risk and the Groups overall
performance. We would only use this in exceptional circumstances.
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 2010.
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 certain senior executives. The
Committee approves new executive share plans and any changes and makes recommendations to the Board
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 Corporate Governance on reward-related
matters, and confirms that the company has complied with all aspects of the Code.
The Committee met six times during 2011. The Committee is chaired by Patricia Hewitt, the Senior
Independent Director. The current members of the Committee are all independent non-executive
directors. The other members who served during 2011 were:
|
|
Eric Daniels |
|
|
|
Carl Symon |
|
|
|
Sir Michael Rake (member until 31 May 2010). |
In addition, the Chairman and Chief Executive are invited to attend meetings, except when it would
be inappropriate for them to be there, for example, when their 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. In view of the growing demands on remuneration committees
from corporate governance requirements, the Committee has been strengthened by the addition of a
new member, Tony Ball, with effect from 5 May 2011.
The Committee has received advice during the year from independent remuneration consultants, Towers
Watson, who were appointed by the Committee. Towers Watson attended Committee meetings when major
remuneration issues were discussed. Towers Watson also provide the company with consultancy
services on general human resources (HR) and pensions issues. The Committee regularly consults the
Chief Executive, the Group HR Director, the Director Reward and Employee Relations, and the Company
Secretary.
The chair of the Committee meets major shareholders, the Association of British Insurers, Risk
Metrics (RREV) and Pensions Investment Research Consultants Limited (PIRC) to discuss remuneration
issues, on a regular basis.
The Committee reviews its own performance regularly and takes steps to improve its effectiveness.
Remuneration in 2011
The table below summarises the component parts of the remuneration package in 2011. This includes
bonuses earned for performance during 2011, payouts received from and awards granted under the
executive share plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian Livingston |
|
|
Tony Chanmugam |
|
|
Gavin Patterson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base salary |
|
£892,000 |
|
|
|
£504,000 |
|
|
|
£521,000 |
|
|
|
Annual bonus |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
£1,415,250 |
|
|
|
£604,350 |
|
|
|
£645,750 |
|
|
Deferred shares |
|
726,514 sharesa |
|
232,680 sharesa |
|
248,620 sharesa |
|
Pensionb |
|
£32,000 |
|
|
|
£151,000 |
|
|
|
£104,000 |
|
|
|
Other benefits |
|
Company car, fuel or driver, personal telecommunications facilities, medical cover, financial planning |
|
Incentive shares awarded |
|
1,675,769 shares |
|
707,546 shares |
|
744,786 shares |
vested |
|
|
|
|
|
|
|
|
|
|
|
|
lapsed |
|
1,499,425 |
|
|
|
155,818 |
|
|
|
735,010 |
|
|
|
Deferred shares vested |
|
142,312 shares |
|
38,422 shares |
|
58,931 shares |
|
Shareholding requirement |
|
200% salary |
|
150% salary |
|
150% salary |
|
|
|
a |
Awards of deferred shares are expected to be granted in June 2011. An indication of
the number of shares to be granted has been calculated by using the share price (194.8p) on 6 May
2011. |
|
b |
Pension allowance paid in cash for 2011 see Pensions on page 78. |
70
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Salaries
Salaries are reviewed annually but increases are made only where the Committee believes the
adjustments are appropriate. In 2011 salaries of the directors were increased to reflect the
contribution of the individual, increased responsibilities and market conditions.
Annual bonus
Executive directors are eligible for an annual bonus, based upon corporate performance targets,
environmental, social and governance performance and achievement of personal and role-specific
objectives. The structure of the annual bonus, approved by
shareholders in 2008 and subsequently introduced in phases, is as follows:
|
|
|
|
|
|
|
Chief Executive |
|
Executive directors |
|
|
Annual cash bonus
|
|
target 125% salary
maximum 200% salary
|
|
target 100% salary
maximum 150% salary |
|
Deferred bonus into
shares
|
|
target 125% salary
maximum 200% salary
|
|
target 75% salary
maximum 112.5%
salary |
|
Total bonus
|
|
target 250% salary
maximum 400% salary
|
|
target 175% salary
maximum 262.5%
salary |
|
Following our review, the Committee decided to leave this structure unchanged.
The deferred shares, which are based on the same performance criteria as the cash bonus, are, of
course, subject to continued employment as well as to clawback, see Clawback on page 73.
Targets for the annual bonus are set at the beginning of the financial year. For 2011, the
weighting of the bonus targets were set as follows:
|
|
|
|
|
STRUCTURE OF ANNUAL BONUS 2011 |
|
|
|
|
ADJUSTED
EARNINGS PER SHARE (EPS) |
|
|
30% |
|
|
|
+ |
REPORTED FREE CASH FLOW |
|
|
30% |
|
|
|
+ |
CUSTOMER SERVICE IMPROVEMENT |
|
|
20% |
|
|
|
+ |
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE OBJECTIVES (ESG) |
|
|
10% |
|
|
|
+ |
ROLE-SPECIFIC OBJECTIVES |
|
|
10% |
|
|
|
= |
TOTAL |
|
|
100% |
The scores for corporate performance targets for 2011 (see Our strategy on page 6) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measure (weighting) |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Actual |
|
|
|
EPS (30%) |
|
|
15 |
% |
|
|
30 |
% |
|
|
60 |
% |
|
|
60 |
% |
Free cash flow (30%) |
|
|
15 |
% |
|
|
30 |
% |
|
|
60 |
% |
|
|
60 |
% |
Customer service (20%) |
|
|
10 |
% |
|
|
20 |
% |
|
|
40 |
% |
|
|
0 |
% |
Sub-total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120 |
% |
|
ESG (10%) |
|
|
5 |
% |
|
|
10 |
% |
|
|
20 |
% |
|
|
|
a |
Role-specific objectives (10%) |
|
|
5 |
% |
|
|
10 |
% |
|
|
20 |
% |
|
|
|
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. As
explained by the Chief Executive in his introduction to the Business review on page 9, the company
did not always deliver on its promises to customers during 2011; as a result, no payment for the
customer service component of the annual bonus will be made.
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.
In 2011 we introduced a new measure, worth 10% of the bonus, relating to individual performance
against personal and role-specific objectives based on the companys strategic priorities.
Annual bonuses are paid in cash and deferred shares. Details of the bonuses for Ian Livingston,
Tony Chanmugam and Gavin Patterson are set out in the table on page 77.
Annual bonuses are not pensionable.
Deferred shares
As shown in the table above, part of an executive directors annual bonus is deferred into shares.
The number of shares under each award is calculated using the average market price of BT shares on
the three dealing days preceding the date of grant.
The shares vest and are transferred to the executive after three years if they remain employed by
the company. There are no additional performance measures for the
vesting of deferred shares but they are subject to clawback. There
is no subsequent matching of deferred shares. 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 deferred share awards for previous years for Ian Livingston, Tony Chanmugam and Gavin Patterson
at the end of 2011 are contained in the table on page 81.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 71 |
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Incentive shares
The Chief Executive received an award of incentive shares with a value equivalent to 2.5x salary
(2010: 3x salary). Other executive directors received awards with a value of 2x salary (2010: 2.5x
salary).
The details of all the awards of incentive shares held by Ian
Livingston, Tony Chanmugam and Gavin Patterson at the end of the 2011 financial year are contained
in the table on page 80. Awards of incentive shares granted in 2011 are given in the table on page
70.
Remuneration in 2012
During 2011 the Remuneration Committee reviewed the senior executive remuneration package, taking
into account the challenges to the business, our strategic priorities, the need to ensure alignment
with shareholders interests and the other general principles on which we base executive pay. In
particular, as BT moves towards achieving profitable growth, alongside a continuing focus on
customer service and cost transformation, the Committee decided to strengthen incentives for
long-term performance. As part of the review, we conducted an extensive and helpful consultation
with institutional shareholders and representative bodies.
The Committee decided to implement the following changes in 2012:
|
|
At present, incentive shares are based equally on relative
total shareholder return (TSR) and three-year free cash flow. We
will retain both measures, which are critical to delivering shareholder value. In order to increase
the alignment of pay with our focus on long-term profitable growth, we will also
introduce a further measure, worth 20%, based on long-term revenue growth. The remaining 80% will
be split equally between TSR and free cash flow. |
|
|
|
The new revenue growth measure is based on underlying revenue
excluding transit revenue as transit traffic is low-margin and is
significantly affected by reductions in regulatory mobile termination
rates which have no impact on the groups profitability. |
|
|
|
Our policy is to set measures for the incentive shares for free cash flow and long-term revenue
growth so that they are appropriately stretching. The threshold
performance level, which must be achieved before
shares vest, is established above market expectations when targets are set and the maximum award is
only available for outstanding performance.
The Committee has decided that the revenue element of the award will
begin to vest only if revenue in 2014 is higher than the baseline of
2011. In the face of a tough regulatory environment and intense
competition, the Committee believes that the targets they have set
for remuneration purposes are very challenging.
|
|
|
|
In order to allow greater differentiation between individuals contribution to the companys
strategic priorities, we will increase the weighting in the annual bonus on personal and
role-specific objectives aligned with our strategy. For the Chief Executive and Group Finance
Director, corporate performance (EPS, free cash flow and customer service) will represent 75% of
the scorecard; personal and role-specific objectives aligned with our strategy 15%, and ESG
performance 10%. For the other executive director, 60% will be linked to corporate objectives, 15%
to business unit objectives, 15% to personal objectives and 10% to ESG performance. |
|
|
|
In order to strengthen the alignment with shareholders interests, the customer service element
of the annual bonus will only be paid if the minimum EPS threshold is also achieved. |
The Committee believes that the group performance targets for 2012 are very challenging.
The Committee has considered carefully the relationship of risk to remuneration. 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.
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 2011.
The structure of the annual bonus (cash and deferred shares) is unchanged for 2012. The value of
awards of incentive shares is also unchanged for 2012.
No retention awards or share options will be granted.
Proportion of fixed and variable remuneration
The composition of each executive directors performance-related remuneration, excluding pension,
is as follows:
Ian Livingston
Tony Chanmugam
Gavin Patterson
|
|
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. |
|
b |
Actual remuneration comprises base salary, actual cash bonus and the value received from deferred
shares and incentive shares (awards granted in 2007 and vested in 2010) during the financial year. |
Long-term share-based incentives
Incentive shares
BT operates a long-term Incentive Share Plan (incentive shares), based on performance over three
years. Shares only vest if the participant is still employed by BT and challenging performance
measures have been met. For awards granted in
2008*,
the vesting of awards was based entirely on
TSR relative to a comparable group of companies; in 2009 and 2010, 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 for
the annual bonus reflects the importance of cash generation over both the short and medium term.
|
|
* |
For the grant of share awards and options, references to 2008, 2009, etc., are to the calendar year
and not the financial year. |
72
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
TSR for these purposes was calculated by JPMorgan 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 awards to be granted in 2011 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 comparator group was the same for awards granted in 2010. In 2009, Cable & Wireless
Worldwide replaced Cable & Wireless and TalkTalk replaced Carphone Warehouse.
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.
Historical vesting for executive share plans
Performance conditions for the incentive shares and share options are challenging as demonstrated
by the table below. Relative TSR has been the measure for many years. This measure has been
retained under the current remuneration policy although a free cash flow measure was added for
awards granted in 2009 and 2010, and in 2011 there will be an additional revenue measure.
For recent awards, both TSR and cash flow performance have improved when compared with the last
five years and recent awards are projected to vest at higher levels than the awards for the period
from 2004 to 2008 as shown below.
The following table shows the vesting levels of BTs incentive share awards and share options
granted to executives since 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share options |
|
Year of |
|
Performance |
|
|
Incentive shares |
|
|
percentage |
|
grant |
|
period |
|
|
percentage vesting |
|
|
vesting |
|
|
|
2004 |
|
|
2004-2007 |
|
|
|
55 |
% |
|
|
58% |
|
2005 |
|
|
2005-2008 |
|
|
|
25 |
% |
|
|
|
|
2006 |
|
|
2006-2009 |
|
|
|
0 |
% |
|
|
|
|
2007 |
|
|
2007-2010 |
|
|
|
0 |
% |
|
|
|
|
2008 |
|
|
2008-2011 |
|
|
|
0 |
% |
|
|
|
|
|
Average annual vesting |
|
|
16 |
% |
|
|
|
|
|
No share options have been granted since 2004.
At 31
March 2011, the TSR for the awards granted in 2008 was at 9th 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 awards of incentive shares granted in 2009 and
2010
The
following table shows the potential vesting of awards granted in 2009
and 2010 based on
performance to date.
The remaining 50% of the awards of incentive shares are based on a three-year cumulative cash flow
measure. For awards to be granted in 2011, there will be an additional measure of revenue growth over
three years, which will form 20% of the measure. The TSR and cash flow measures will each be
reduced to 40% of the total measure.
The Committee believes that the free cash flow and revenue performance measures are challenging and
the financial performance necessary to achieve awards towards the upper end of the range for each
target is stretching. Targets for threshold performance have been established at above market
consensus at the time when they were set.
Clawback
The rules of the executive share plans provide for a clawback of unvested awards in
circumstances where the Committee becomes aware of facts which would,
in its discretion, justify such reduction.
Retention shares
Awards of retention shares are used by exception only and principally as a recruitment or retention
tool. As a result, shares currently under award are not generally
subject 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 awards of retention shares were made to executive directors, but one award
was granted to a senior executive in the 2011 financial year.
Share options
No share
options have been awarded under the Global Share Option Plan (GSOP)
since 2004.
Details of options held by directors at the end of 2011 are contained in the table on page 79.
Renewal of executive share plans
The four
executive share plans, the BT Group Incentive Share Plan, the BT Group Deferred Bonus Plan, the BT Group Retention Share
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 73 |
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Plan and the BT Group Global Share Option Plan reach the end of
their 10 year life in October 2011.
The Remuneration Committee has agreed that these plans, together the BT Executive Portfolio, should
be renewed to deliver share awards as part of the senior executive remuneration package.
Accordingly, shareholders will be asked to approve adoption of
renewed plans at the AGM in 2011. The renewed plans will be in
substantially the same form and have been updated to reflect changes
in legislation, best practice and market developments. No material
changes to the plans have been made.
Other share plans
The Chairman and executive directors may participate in BTs all-employee share plans, the Employee
Sharesave Scheme, Employee Share Investment Plan (ESIP) and Allshare International, on the same
basis as other employees. Details of these plans are disclosed in note 6 to the consolidated
financial statements.
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 2011 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 2012.
Other matters
Executive share ownership
The Committee believes that the interests of the executive directors should be closely aligned with
those of shareholders. The deferred shares and incentive shares 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 2011.
Current shareholdings are set out on page 76.
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 although Tony Chanmugams pension is
based on final salary. 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.
Service agreements
It is group policy for the Chairman and executive directors to have service agreements providing
for one years notice by the company and six months notice
by the director. 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. Tony Chanmugam is a non-executive director and chairman of the audit committee
of Barnet and Chase Farm Hospital Trust, for which he receives an annual fee of £6,096 which is
donated to charity. On 1 February 2011, Gavin Patterson was appointed as a non-executive director
of British Airways for which he receives an annual fee of £50,000.
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 BTs non-executive directors
on page 63. The letters of appointment of non-executive directors are terminable on notice by
the company without compensation. The letters of appointment are open for inspection by the public
at the registered office of the company.
Non-executive directors remuneration
Eight 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 Board reviewed and increased the fees for the non-executive directors in January 2011. The fees
had not previously been increased since January 2008. Increases in the fees were consistent with
salary levels and increases for the broader employee population. The fees of the non-executive
directors will be reviewed annually in the future.
74
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
The basic fee for non-executive directors is £62,000 per annum (2010: £60,000). There are
additional fees for membership and chairing a Board committee, details of which are given in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Committee |
|
Members fee |
|
|
Chairmans fee |
|
|
|
Audit & Risk |
|
£ |
15,000 |
|
|
£ |
15,000 |
|
Remuneration |
|
£ |
10,000 |
|
|
£ |
10,000 |
|
Nominating & Governance |
|
|
£7,500 |
|
|
|
£5,000 |
|
Other Board committees |
|
|
£5,000 |
|
|
|
£5,000 |
|
|
Patricia Hewitt, as Senior Independent Director, chair of the
Remuneration Committee, chair of the Pension Scheme Performance Review Group and a member of the
Audit & Risk Committee, receives total fees of £159,500 per annum. Carl Symon receives an
additional annual fee of £72,500 as chairman of the
Equality of Access Board (a Board committee).
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, BT shares to
the value of £5,000 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 76.
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
|
|
1 September 2002
|
|
|
|
Letter of appointment was for an initial period of three years. The
appointment was extended for three years in 2005 and by a further three
years in 2008. The appointment will terminate on 31 August 2011. The
appointment is terminable by the company or the director on three months
notice. |
|
|
|
|
|
|
|
C G Symon
|
|
14 January 2002
|
|
|
|
Letter of appointment was for an initial period of three years. The
appointment was extended for three years in 2005 and by a further three
years in 2008. The appointment was extended in January 2011 for
12 months. The appointment will terminate on 13 January 2012. The
appointment is 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
|
|
1 April 2008
24 March 2008
|
|
|
|
Letters of appointment were for an initial period of three years and are
terminable by the company or the director on three months notice. The
appointments were extended for three years in March 2011. |
|
T Ball
|
|
16 July 2009
|
|
|
|
Letter of appointment is for an initial period of three years. The
appointment is terminable by the company or the director on three months
notice. |
|
N Rose
J Whitbread
|
|
1 January 2011
19 January 2011
|
|
|
|
Letters of appointment are for an
initial period of three years.
The appointments are terminable by the company or the director on
three months notice. |
|
There are no other service agreements or material contracts, existing or proposed, between the
company and the directors.
There are no arrangements or understandings between any director or executive officer and any other
person pursuant to which any director or executive officer was selected to serve. There are no
family relationships between the directors.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 75 |
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 2011 and 1 April 2010, or at date of appointment if later, are shown
below:
|
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
Beneficial holdings |
|
2011 |
|
|
2010 |
|
|
|
Sir Michael Rake |
|
|
109,710 |
|
|
|
108,362 |
|
I Livingstona |
|
|
1,155,545 |
|
|
|
1,084,513 |
|
T Chanmugama |
|
|
224,416 |
|
|
|
205,629 |
|
G Pattersona |
|
|
439,473 |
|
|
|
409,181 |
|
T Ball |
|
|
15,000 |
|
|
|
15,000 |
|
C Brendish |
|
|
44,670 |
|
|
|
41,920 |
|
J E Daniels |
|
|
12,647 |
|
|
|
12,647 |
|
P Hewitt |
|
|
12,391 |
|
|
|
10,554 |
|
P Hodkinson |
|
|
16,683 |
|
|
|
16,683 |
|
N Roseb |
|
|
50,000 |
|
|
|
|
|
C G Symon |
|
|
20,056 |
|
|
|
20,056 |
|
J Whitbreadc |
|
|
640 |
|
|
|
|
|
|
Total |
|
|
2,101,231 |
|
|
|
1,924,545 |
|
|
|
|
a |
Includes free shares awarded under the ESIP. |
|
b |
Nick Rose was appointed on 1
January 2011. |
|
c |
Jasmine Whitbread was appointed on 19 January 2011. |
During the period from 1 April 2011 to 6 May 2011, 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.
31 March 2006 = 100
|
|
|
Source: Datastream
The graph shows the relative TSR performance of BT and the FTSE 100 over the past five years. |
76
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Remuneration review
The remainder of the Report on directors remuneration is subject to audit.
Directors emoluments
Directors emoluments for the financial year 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
net |
|
|
|
|
|
|
Annual |
|
|
|
|
|
|
benefits |
|
|
|
|
|
|
|
|
|
|
|
|
salary and |
|
|
of pension |
|
|
Total salary |
|
|
bonus |
|
|
Expense |
|
|
excluding |
|
|
Total |
|
|
Total |
|
|
Deferred sharesb |
|
|
|
fees |
|
|
contributionsa |
|
|
and fees |
|
|
cash |
|
|
allowance |
|
|
pension |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
£000 |
|
|
|
Sir Michael Rakec |
|
|
613 |
|
|
|
|
|
|
|
613 |
|
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
638 |
|
|
|
670 |
|
|
|
|
|
|
|
|
|
I Livingstonc |
|
|
892 |
|
|
|
32 |
|
|
|
924 |
|
|
|
1,415 |
|
|
|
|
|
|
|
20 |
|
|
|
2,359 |
|
|
|
2,105 |
|
|
|
1,415 |
|
|
|
1,206 |
|
T Chanmugamc,d,e |
|
|
504 |
|
|
|
151 |
|
|
|
655 |
|
|
|
604 |
|
|
|
19 |
|
|
|
12 |
|
|
|
1,290 |
|
|
|
1,109 |
|
|
|
453 |
|
|
|
346 |
|
G Pattersonc,d |
|
|
521 |
|
|
|
104 |
|
|
|
625 |
|
|
|
645 |
|
|
|
19 |
|
|
|
11 |
|
|
|
1,300 |
|
|
|
1,133 |
|
|
|
484 |
|
|
|
365 |
|
T Ball |
|
|
73 |
|
|
|
|
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
C Brendish |
|
|
82 |
|
|
|
|
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
J E Daniels |
|
|
76 |
|
|
|
|
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
P Hewitt |
|
|
152 |
|
|
|
|
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152 |
|
|
|
128 |
|
|
|
|
|
|
|
|
|
P Hodkinson |
|
|
102 |
|
|
|
|
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
N Rosef |
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
C G Symong |
|
|
152 |
|
|
|
|
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
168 |
|
|
|
174 |
|
|
|
|
|
|
|
|
|
J Whitbreadh |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,197 |
|
|
|
287 |
|
|
|
3,484 |
|
|
|
2,664 |
|
|
|
38 |
|
|
|
84 |
|
|
|
6,270 |
|
|
|
5,627 |
|
|
|
2,352 |
|
|
|
1,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalanii |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
612 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,882 |
|
|
|
5,758 |
|
|
|
|
|
|
|
|
|
|
|
|
a |
Pension allowance paid in cash for 2011 see Pensions on page 78. |
|
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 directors 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 received a payment of £315,000 in May 2010. |
|
f |
Nick Rose was appointed as a director on 1 January 2011. |
|
g |
Includes an additional fee for regular travel to Board and Board committee meetings. |
|
h |
Jasmine Whitbread was appointed as a director on 19 January 2011. |
|
i |
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 his benefits to which
he was entitled amounting to £195,000
per annum, continued to be provided until 10 January 2011. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 77 |
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
The annual cash bonus awards for 2011 are not pensionable. Ian Livingstons bonus of £1,415,250
represented 157.25% of his current salary (2010: 142%), Tony Chanmugams bonus of £604,350
represented 118.5% of his current salary (2010: 97%) and Gavin Pattersons bonus of £645,750
represented 123% of his current salary (2010: 97%).
Following this years review of annual salaries, Ian Livingstons salary will be increased to
£925,000 (2.8%), Tony Chanmugams salary will be increased to £535,000 (4.9%) and Gavin Pattersons
salary will be increased to £570,000 (8.6%). All increases will be effective from 1 June 2011.
Salary increases for direct reports to the Chief Executive (including the executive directors) were
consistent with the salary increases for employees throughout the company.
Sir Michael Rakes salary was increased from £600,000 to £650,000 with effect from 1 January 2011,
the first increase since his appointment as Chairman in September 2007. His salary will be reviewed
again in January 2012. This increase is consistent with salary increases for employees over the
same period.
Former directors
Sir Peter Bonfield received under pre-existing arrangements, a pension of £403,745 in 2011 (2010
£394,283).
Baroness Jay retired as a non-executive director on 13 January 2008 but continues as a member of
the Committee for Sustainable
& Responsible Business for which she receives an annual fee of £6,500.
Deborah Lathen retired as a director on 31 January 2010 and she received an annual fee of US$70,000
(£42,000) as a consultant to BT.
Hanif Lalani, who resigned as a director on 7 January 2010, will receive a deferred pension under
the BTPS on his 60th birthday.
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
£234,750 into his personal pension plan, plus a cash payment of £32,250 representing the balance of
the pension allowance for the 2011 financial year. BT also provides him with a death in service
lump sum 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 £151,250 was made for him for the 2011 financial year. BT also provides him with a death
in service lump sum benefit of four times his salary.
Gavin Patterson receives an annual allowance equal to 30% of salary towards pension provision. Of
this amount, £52,080 was paid as an employer contribution into the BTRSS and the balance of
£104,160 was paid as a cash payment for the 2011 financial year. BT also provides him with a death
in service lump sum benefit of four times his salary plus a widows pension of 30% of his capped
salary.
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 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2011 |
|
|
2011 |
|
|
|
£000a |
|
|
£000b |
|
|
£000c |
|
|
£000d |
|
|
£000 |
|
|
£000e |
|
|
£000f |
|
|
|
T Chanmugamg |
|
|
191 |
|
|
|
180 |
|
|
|
4,197 |
|
|
|
3,536 |
|
|
|
661 |
|
|
|
3 |
|
|
|
51 |
|
|
|
|
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 he would have been entitled had he left the company on 31 March 2011 and 2010, respectively. |
|
c |
Transfer value of the deferred pension in column (a) as at 31 March 2011 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 2010 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 |
Tony Chanmugams contributions in the financial year 2011 were £nil (2010: £nil). |
78
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Share options held at 31 March 2011, or date of appointment if later
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares under option |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Usual date |
|
|
|
|
|
|
or date of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
Option price |
|
|
from which |
|
|
Usual expiry |
|
|
|
appointment if later |
|
|
Granted |
|
|
Lapsed |
|
|
Exercised |
|
|
2011 |
|
|
per share |
|
|
exercisable |
|
|
date |
|
|
|
Sir Michael Rake |
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
|
|
|
|
|
1,485 |
b |
|
|
|
|
|
|
|
|
|
|
1,485 |
|
|
|
104p |
|
|
|
01/08/2015 |
|
|
|
01/02/2017 |
|
|
I Livingston |
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
37,384 |
c |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,384 |
|
|
|
192p |
|
|
|
24/06/2007 |
|
|
|
24/06/2014 |
|
|
|
|
12,110 |
a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
68p |
|
|
|
01/08/2012 |
|
|
|
01/02/2013 |
|
|
G Patterson |
|
|
98,178 |
c |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,178 |
|
|
|
192p |
|
|
|
24/06/2007 |
|
|
|
24/06/2014 |
|
|
Total |
|
|
171,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Option granted on 17 June 2010 under the Employee Sharesave Scheme, in which all employees of the company are entitled to participate. |
|
c |
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 each options lapsed and 58% of each option became exercisable on 24 June 2007. |
Note: Hanif Lalani, a former director who left the company on 31 March 2010, had an option over
90,625 shares with an option price of 192p per share and an option over 105,264 shares at 199.5p
per share, which were preserved until 31 March 2011. Both options lapsed on 31 March 2011.
The market price of BT shares at 31 March 2011 was 185.6p (2010: 123.9p) and the range during 2011
was 109.9p to 191.1p (2010: 79.7p 149.6p).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 79 |
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Share awards under long-term incentive plans held at 31 March 2011, or date of appointment, if later
Details of the companys ordinary shares provisionally awarded to directors, as awards of incentive
shares are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
award |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares |
|
|
|
|
|
|
|
|
|
|
Market |
|
|
vested |
|
|
|
1 April |
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
31 March |
|
|
|
|
|
|
Price |
|
|
price |
|
|
award |
|
|
|
2010 |
|
|
Awarded |
|
|
re-invested |
|
|
Vested |
|
|
Lapsed |
|
|
2011 |
|
|
Vesting date |
|
|
on grant |
|
|
at vesting |
|
|
£000 |
|
|
|
I Livingston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008a |
|
|
1,433,332 |
|
|
|
|
|
|
|
66,093 |
|
|
|
|
|
|
|
1,499,425 |
|
|
|
|
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
2009b |
|
|
2,037,329 |
|
|
|
|
|
|
|
93,945 |
|
|
|
|
|
|
|
|
|
|
|
2,131,274 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
2010c |
|
|
|
|
|
|
1,675,769 |
|
|
|
77,273 |
|
|
|
|
|
|
|
|
|
|
|
1,753,042 |
|
|
|
31/3/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008a |
|
|
148,951 |
|
|
|
|
|
|
|
6,867 |
|
|
|
|
|
|
|
155,818 |
|
|
|
|
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
2009b |
|
|
948,755 |
|
|
|
|
|
|
|
43,749 |
|
|
|
|
|
|
|
|
|
|
|
992,504 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
2010c |
|
|
|
|
|
|
707,546 |
|
|
|
32,626 |
|
|
|
|
|
|
|
|
|
|
|
740,172 |
|
|
|
31/3/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
G Patterson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008b |
|
|
702,612 |
|
|
|
|
|
|
|
32,398 |
|
|
|
|
|
|
|
735,010 |
|
|
|
|
|
|
|
31/3/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
2009b |
|
|
998,689 |
|
|
|
|
|
|
|
46,051 |
|
|
|
|
|
|
|
|
|
|
|
1,044,740 |
|
|
|
31/3/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
2010c |
|
|
|
|
|
|
744,786 |
|
|
|
34,343 |
|
|
|
|
|
|
|
|
|
|
|
779,129 |
|
|
|
31/3/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
|
|
a |
Awards 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 would vest subject to meeting a performance condition, on 31 March 2011. The
performance measure was relative TSR compared with a group of 15 companies from the European
Telecom Sector as at 1 April 2008. BTs TSR had to 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. At 31 March 2011, BTs TSR was at 9th
position against the comparator group. As a result all of the awards lapsed on that date. |
|
b |
Awards 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. |
|
c |
Awards granted on 25 June 2010. 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 two
performance conditions, on 31 March 2013. |
Vesting of outstanding awards of incentive shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2011 |
|
|
31 March 2010 |
|
|
|
|
|
|
|
Free cash |
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
Free cash |
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
|
|
Vesting date |
|
|
flow position |
|
|
shares vesting |
|
|
TSR position |
|
|
shares vesting |
|
|
flow position |
|
|
shares vesting |
|
|
TSR position |
|
|
shares vesting |
|
|
|
2007a |
|
|
31/3/2010 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
14 |
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
0% |
|
2008b |
|
|
31/3/2011 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
9 |
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
0% |
|
2009c |
|
|
31/3/2012 |
|
|
|
100% |
|
|
|
50% |
|
|
|
4 |
|
|
|
50% |
|
|
|
100% |
|
|
|
50% |
|
|
|
10 |
|
|
|
31% |
|
2010d |
|
|
31/3/2013 |
|
|
|
100% |
|
|
|
50% |
|
|
|
2 |
|
|
|
50% |
|
|
|
100% |
|
|
|
50% |
|
|
|
|
|
|
|
|
|
|
|
|
a |
The performance period for the 2007 awards 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. |
|
b |
The performance period for the 2008 awards ended on 31 March 2011. BTs TSR position
was at 9th 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 2009 awards 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 72). The awards will vest subject to meeting the two
performance conditions on 31 March 2012. |
|
d |
The performance period for the 2010 awards ends on 31 March 2013. 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 72). The awards will vest subject to meeting the two
performance conditions on 31 March 2013. |
|
|
Note: For awards granted in 2009 and 2010, the vesting level is the anticipated level based on
performance to date. |
80
REPORT OF THE DIRECTORS REPORT ON DIRECTORS REMUNERATION
Deferred share awards at 31 March 2011, or date of appointment, if later
The following deferred share awards have been granted to the directors. 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 |
|
|
|
2010 |
|
|
Awardeda |
|
|
re-invested |
|
|
Vested |
|
|
Lapsed |
|
|
2011 |
|
|
Vesting date |
|
|
at grant |
|
|
at vesting |
|
|
£000 |
|
|
|
I Livingston |
|
|
142,312 |
|
|
|
|
|
|
|
|
|
|
|
142,312 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
142p |
|
|
£ |
202 |
|
|
|
|
226,946 |
|
|
|
|
|
|
|
10,464 |
|
|
|
|
|
|
|
|
|
|
|
237,410 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
274,358 |
|
|
|
|
|
|
|
12,650 |
|
|
|
|
|
|
|
|
|
|
|
287,008 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
898,212 |
|
|
|
41,417 |
|
|
|
|
|
|
|
|
|
|
|
939,629 |
|
|
|
1/8/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
T Chanmugam |
|
|
38,422 |
|
|
|
|
|
|
|
|
|
|
|
38,422 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
142p |
|
|
|
£55 |
|
|
|
|
53,357 |
|
|
|
|
|
|
|
2,459 |
|
|
|
|
|
|
|
|
|
|
|
55,816 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
61,529 |
|
|
|
|
|
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
64,365 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258,431 |
|
|
|
11,916 |
|
|
|
|
|
|
|
|
|
|
|
270,347 |
|
|
|
1/8/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
G Patterson |
|
|
58,931 |
|
|
|
|
|
|
|
|
|
|
|
58,931 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
142p |
|
|
|
£84 |
|
|
|
|
92,611 |
|
|
|
|
|
|
|
4,269 |
|
|
|
|
|
|
|
|
|
|
|
96,880 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
96,832 |
|
|
|
|
|
|
|
4,464 |
|
|
|
|
|
|
|
|
|
|
|
101,296 |
|
|
|
1/8/2012 |
|
|
|
128.41p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
272,033 |
|
|
|
12,543 |
|
|
|
|
|
|
|
|
|
|
|
284,576 |
|
|
|
1/8/2013 |
|
|
|
134.26p |
|
|
|
|
|
|
|
|
|
|
Former Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H Lalanib |
|
|
124,691 |
|
|
|
|
|
|
|
|
|
|
|
124,691 |
|
|
|
|
|
|
|
|
|
|
|
1/8/2010 |
|
|
|
321.67p |
|
|
|
142p |
|
|
£ |
177 |
|
|
|
|
105,374 |
|
|
|
|
|
|
|
4,858 |
|
|
|
|
|
|
|
|
|
|
|
110,232 |
|
|
|
1/8/2011 |
|
|
|
203p |
|
|
|
|
|
|
|
|
|
|
|
|
a |
Awards granted on 25 June 2010 in respect of the 2010 financial year. 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 award of 110,232 shares was
pro-rated and will vest on 1 August 2011. |
Details of awards of deferred shares in respect of the 2011 financial year are given in the
table on page 77. 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 2011.
Share awards under the Employee Share Investment Plan
(ESIP) at 31 March 2011, or at date of
appointment, if later
|
|
|
|
|
|
|
Total number of |
|
|
|
shares |
|
|
|
31 March 2011 |
|
|
|
I Livingston |
|
|
363 |
|
|
T Chanmugam |
|
|
679 |
|
|
G Patterson |
|
|
247 |
|
|
During the year no awards of shares were granted under the ESIP.
All UK employees may participate in the ESIP. The
awards are not subject to any performance
conditions.
By order of the Board
Rt Hon Patricia Hewitt
Chair of Remuneration Committee
11 May 2011
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 81 |
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.
Nich Rose and Jasmine Whitbread, having been appointed as directors by the Board, will retire
at the 2011 AGM and will be proposed for election. In line with the New Code, the Board has decided
that all other directors except Clay Brendish, will be proposed for re-election. Clay, whose
appointment will end on 31 August 2011 will then retire from the Board. Details of these directors
contracts/letters of appointment are included in the Report on directors remuneration.
The
chairman reviewed the performance of each director and found that
each of them makes an effective contribution to the deliberations of
the Board and continues to demonstrate commitment to the role. The
Chairmans performance was reviewed by the senior independent
director.
Meetings attendance
The following table shows the attendance of directors at meetings of the Board and Audit &
Risk, Nominating & Governance and Remuneration Committees during the 2011 financial year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating & |
|
|
|
|
|
|
|
|
Audit & Risk |
|
Governance |
|
Remuneration |
|
|
Board |
|
Committee |
|
Committee |
|
Committee |
|
|
Number of meetings held |
|
|
10 |
|
6 |
|
4 |
|
6 |
|
|
Number of meetings attended (maximum possible) |
|
|
Sir Michael Rakea |
|
|
9 |
(10) |
|
|
|
|
|
|
4(4 |
) |
|
|
1(1 |
) |
Ian Livingston |
|
|
10 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
Tony Chanmugam |
|
|
10 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
Gavin Patterson |
|
|
10 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
Clay Brendish |
|
|
9 |
(10) |
|
|
6(6 |
) |
|
|
4(4 |
) |
|
|
|
|
Carl Symon |
|
|
10 |
(10) |
|
|
6(6 |
) |
|
|
|
|
|
|
6(6 |
) |
Phil Hodkinson |
|
|
9 |
(10) |
|
|
6(6 |
) |
|
|
3(4 |
) |
|
|
|
|
Patricia Hewitt |
|
|
8 |
(10) |
|
|
6(6 |
) |
|
|
3(4 |
) |
|
|
6(6 |
) |
Eric Daniels |
|
|
9 |
(10) |
|
|
|
|
|
|
4(4 |
) |
|
|
6(6 |
) |
Tony Ball |
|
|
10 |
(10) |
|
|
|
|
|
|
4(4 |
) |
|
|
|
|
Nick Roseb |
|
|
2 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Jasmine Whitbreadc |
|
|
2 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a |
Sir Michael Rake ceased to be
a member of Remuneration Committee on 31 May
2010. |
|
b |
Nick Rose was appointed to the
Board on 1 January 2011. |
|
c |
Jasmine Whitbread was appointed to
the Board on 19 January 2011. |
The Board keeps under review the level of
attendance, and contribution by directors at Board
meetings and the Chairman meets with non-executive
directors on an individual basis.
Service agreements
The Chairman and executive directors have service
agreements, the terms of 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. Since
appointment in January 2011, Nick Rose and Jasmine
Whitbread have met with the Operating Committee
members. They have also had a series of meetings with
other key senior executives across the company and in
relation to committee memberships, specific briefings
have taken place.
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 certain obligations
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
2011 financial year, for example, the Board received
briefings on changes to UK company law and on various
corporate governance matters through regular
Secretarys Reports. The Chairman also sends a weekly
email to non-executive directors which includes topical
sector highlights and updates on key business
activities.
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 2011 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 2011 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.
REPORT OF THE DIRECTORS
BUSINESS POLICIES
Responsible business
Our Statement of Business Practice: The Way We Work (TWWW) has been in place for more than 10
years. This covers all our operations and applies worldwide to all employees, and to all agents and
contractors when representing BT, and is available in 11 languages. It is supported by a number of
ethical policies, including Anti-Corruption and Bribery, Gifts and Hospitality and Charitable
Donations and Sponsorship; as well as guidance on ethical issues. All employees and contractors are
required to sign up to TWWW and our Anti-Corruption and Bribery Policy. Our suppliers are also
expected to comply with the principles set out in TWWW and our ethical policies.
We operate a Gifts and Hospitality recording system for our employees to register and approve all
gifts and business entertainment given and received. We are committed to high ethical standards and
legal compliance in all aspects of our business. We have measured our employee awareness of TWWW
and the extent to which our employees display ethical behaviour; and our performance measures on
ethics track our policies. We have also conducted an independent culture survey to assess ethical
behaviours within our business and to help us to build on our global culture for the coming year.
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 2011, we completed
34 on-site assessments (2010: 32). The majority of assessments were conducted in China as well as
in Vietnam, Turkey, Sri Lanka, the UK, Ukraine and Spain. 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 2011, 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 principles in TWWW and our ethical policies are supported by a continuing and comprehensive
communication programme and training. A dedicated ethics helpdesk is available to employees who
have questions or would like guidance about our ethical policies. We also provide a confidential
helpline so people can report any ethical concerns. 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 environmental management system
within the UK has been certified to the international standard ISO 14001 since 1999. Since then we
have extended our main certification to include Belgium, Ireland, Germany and the Netherlands. BT
Italy and BT Spain hold their own individual ISO 14001 certifications.
A Board committee the Committee for Sustainable & Responsible Business chaired by Sir Michael
Rake and comprising three BT senior executives, three 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 Business review Our corporate responsibility on page 36. The
Report of the Committee for Sustainable & Responsible Business is on page 68.
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 2011, the companys wholly-owned subsidiary,
British Telecommunications plc, made the following payments totalling £11,935 (2010: £14,952) to
cover, for example, the cost of hosting briefing meetings with MPs and MEPs about the companys
activities: Labour Party £2,000; Conservative Party £3,686; Liberal Democrats £600; Scottish
National Party £4,650 and Plaid Cymru £999. No loans were made to any political party by any
company in the BT group.
Pension funds
BTs two main UK pension arrangements the BT Pension Scheme (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. More information on the BTPS is included in note 23 to the consolidated financial
statements.
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 88. The directors statement on
going concern is included in the 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:
|
|
structure of BTs share capital (refer to page 137) including the rights and obligations
attaching to the shares (refer to pages 167 to 170) |
|
|
|
restrictions on the transfer of BT shares and voting rights (refer to pages 167 and 168) |
|
|
|
significant direct or indirect shareholdings (refer to page 86) |
|
|
|
appointment and replacement of directors (refer to page 169). |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 83 |
REPORT OF THE DIRECTORS BUSINESS POLICIES
The disclosures which are not covered elsewhere in this Report include the following:
|
|
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 Employee
Share Investment Plan 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 |
|
|
|
we are not aware of any agreements between shareholders that may result in restrictions
on the transfer of shares or on voting rights |
|
|
|
no person holds securities carrying special rights with regard to control of the company |
|
|
|
proxy appointment and voting instructions must be received by the registrars not less
than 48 hours before a general meeting (see also page 167) |
|
|
|
the amendment of BTs Articles of Association requires shareholder approval in accordance
with legislation in force from time to time |
|
|
|
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 |
|
|
|
BT Group plc is not party to any significant agreements that take effect, alter or
terminate upon a change of control following a takeover |
|
|
|
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 29 on pages 139 to 149.
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 Business review Our resources on page 19.
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 2011
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 Business review
Our risks on pages 40 and 43.
The key features of the enterprise-wide risk management and internal control process comprise the
following procedures:
|
|
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 |
|
|
|
the lines of business and internal service units carry out risk assessments of their
operations, create risk registers relating to those operations, and ensure that the key risks are
addressed |
|
|
|
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 |
|
|
|
the groups internal auditors carry out continuing assessments of the quality of risk
management and control, report to management and the Audit & Risk Committee on the status of
specific areas identified for improvement and promote effective risk management in the lines of
business and internal service units operations |
|
|
|
the Audit & Risk 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 & Risk
Committee has carried out these actions for the 2011 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.
BTs accounting policies are set out on
pages 91 to 99. The consistent application of those
policies is subject to ongoing verification through management review and by independent review by
internal and external auditors. The processes supporting the preparation and consolidation of the
financial statements have been documented and are subject to annual verification through the
programme of testing conducted jointly by our internal and external auditors which serves to
confirm the operation of the internal controls over financial reporting and compliance with the
Sarbanes-Oxley Act. The Audit & Risk Committee reviews BTs published financial results, related
disclosures and accounting judgments the Committees activities are set out on pages 65 to 66.
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.
84
REPORT OF THE DIRECTORS BUSINESS POLICIES
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. We
comply with the legal and regulatory requirements introduced pursuant to this legislation, in so
far as they are applicable.
The Audit & Risk Committee includes members Phil Hodkinson and Nick Rose who, in the opinion of the
Board, are audit committee financial experts and who are independent (as defined for this
purpose). 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 and financial 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 concluded that BTs disclosure controls and
procedures are also effective to ensure that the information required to be disclosed by the
company in reports that it files under the Exchange Act is recorded, processed, summarised and
reported within the time periods specified in the rules and forms of the SEC.
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 2011, BTs internal control
over financial reporting was effective.
There were no changes in BTs internal control over financial reporting that occurred during 2011
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 & Risk Committee. PricewaterhouseCoopers LLP, which has audited the
consolidated financial statements for 2011, 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 90.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 85 |
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 remuneration policies and governance issues. All non-executive
directors have an invitation to attend investor meetings if they wish and during the year the
Senior Independent Director has held meetings with major institutional shareholders and
representative bodies about governance and remuneration policy. 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 private shareholders
about the quality of our shareholder communications. In 2010 we
randomly selected 9,000 private shareholders to give them an opportunity to provide feedback and help us improve our engagement
with them. In line with our cost transformation objectives we are encouraging our private
shareholders to receive electronic shareholder communications.
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 6 May 2011 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:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
% of total voting rights |
|
|
|
Invesco Limited |
|
|
845,250,432 |
|
|
|
10.88 |
|
BlackRock Inc. |
|
|
398,607,977 |
|
|
|
5.14 |
|
|
AGM resolutions
Shareholders
will be asked to 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 2010 AGM, votes on all matters at the 2011 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 chairs of the Audit & Risk, Nominating & Governance and Remuneration Committees are at the AGM
and are available to answer relevant questions. All the directors attended the 2010 AGM.
The resolutions to be proposed at the 2011 AGM at Old Billingsgate, London on 13 July, together
with explanatory notes, appear in the separate Summary financial statement & notice of meeting 2011
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/btagm2011 and will be available after the AGM.
Authority to purchase shares
The authority given at last years AGM of the company held on 22 July 2010 for BT to purchase
in the market 775m of its shares, representing 10% of the issued share capital, expires on 13 July
2011. Shareholders will be asked to give a similar authority at the AGM.
During 2011, 9.7m treasury shares were transferred to meet BTs obligations under our employee
share plans. At 6 May 2011 a total of 389m 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
Company Secretary
11 May 2011
86
FINANCIAL STATEMENTS
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 87 |
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:
|
|
select suitable accounting policies and then apply them consistently; |
|
|
|
make judgments and accounting estimates that are reasonable and prudent; |
|
|
|
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 |
|
|
|
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 60 to 61 confirm that, to the
best of their knowledge:
|
|
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 |
|
|
|
the Report of the directors on pages 59 to 86 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. |
88
FINANCIAL STATEMENTS
REPORT OF THE INDEPENDENT AUDITORS CONSOLIDATED FINANCIAL STATEMENTS
United Kingdom opinion
Independent Auditors Report to the members of BT Group plc (the company)
We have audited the consolidated financial statements of BT Group plc for the year ended 31
March 2011 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 88, 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 and express an
opinion on 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. In addition, we read all the
financial and non-financial information in the BT Group plc Annual Report & Form 20-F for the year
ended 31 March 2011 to identify material inconsistencies with the audited consolidated financial
statements. If we become aware of any apparent material misstatements or inconsistencies we
consider the implications for our report.
Opinion on financial statements
In our opinion the consolidated financial statements:
|
|
give a true and fair view of the state of the groups affairs as at 31 March 2011 and of
its profit and cash flows for the year then ended; |
|
|
|
have been properly prepared in accordance with IFRSs as adopted by the European Union;
and |
|
|
|
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 section of 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:
|
|
certain disclosures of directors remuneration specified by law are not made; or |
|
|
|
we have not received all the information and explanations we require for our audit. |
Under the Listing Rules we are required to review:
|
|
the directors statement, set out on page 54, in relation to going concern; |
|
|
|
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; and |
|
|
|
certain elements of the Report on directors remuneration. |
Other matter
We have reported separately on the parent company financial statements of BT Group plc for the year
ended 31 March 2011 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
11 May 2011
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 89 |
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 2011 and 2010 and the results of their operations and cash flows for each
of the three years in the period ended 31 March 2011, 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 2011, 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 BT Group
plc Annual Report & 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.
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
11 May 2011
90
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 are prepared on the
historical cost basis, except for certain financial and equity
instruments that have been measured at fair value.
Presentation of specific items
The groups income statement and segmental analysis separately
identify trading results before specific items. Specific items
are those that in managements judgment need to be disclosed by
virtue of their size, nature or incidence. In determining
whether an event or transaction is specific, management
considers quantitative as well as qualitative factors such as
the frequency or predictability of occurrence. 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 identified by virtue of their size, nature
or incidence. 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 specific items by virtue
of their size, nature or incidence 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 payment.
In 2011 net interest on pensions has been included in specific
items because of its volatile nature, and also BT Global
Services contract and financial review charges in 2009, by
virtue of their size and nature. Accordingly, specific items
for comparative periods have been re-presented to reflect this
reclassification. The impact of subsequent changes to the
contract and financial review charges from revisions in
estimates and assumptions are included within trading results
before specific items, and are separately disclosed if
considered
significant. Specific items for the current and prior years are
disclosed in note 8.
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 97 and
98 in Critical accounting estimates and key judgements.
Composition of the group
The groups principal operating subsidiaries and associate
are detailed on page 155.
(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
associated and joint ventures using the equity method of
accounting.
Accounting for subsidiaries
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 generally accompanied by a
shareholding of more than one half of the voting rights.
Non-controlling interests in the net assets of consolidated
subsidiaries are identified separately from the groups equity.
Non-controlling interests consist of the amounts of those
interests at the date of the original business combination and
non-controlling share of changes in equity since the date of
the combination.
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 including any gains or
losses, balances, income or expenses are eliminated in full on
consolidation.
Changes in the groups ownership interests in subsidiaries that
do not result in the group losing control over the subsidiaries
are accounted for as equity transactions. The carrying amounts
of the groups interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in
the subsidiaries. Any difference between the amount by which
the non-controlling interests are adjusted and the fair value
of the consideration paid or received is recognised directly in
equity.
When the group loses control of a subsidiary, the profit or
loss on disposal is calculated as the difference between (i)
the aggregate of the fair value of the consideration received
and the fair value of any retained interest and (ii) the
previous carrying amount of the assets (including goodwill),
and liabilities of the subsidiary and any non-controlling
interests.
Interests in associates and joint ventures
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.
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.
Investments in associates and joint ventures are initially
recognised at cost. Any excess of the cost of acquisition over
the groups share of the net fair value of the identifiable
assets, liabilities and contingent liabilities of an associate
or joint venture at the date of acquisition is recognised as
goodwill, which is included within the carrying amount of the
investment.
Subsequent to acquisition, the carrying value of the groups
investment in associates and joint ventures includes the
groups share
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 91 |
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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.
When a group entity transacts with its associate or a joint
venture, profits and losses resulting from the transactions
with the associate or joint venture are recognised in the
consolidated financial statements only to the extent of
interests in the associate that are not related to the group.
(iii) Business combinations
Acquisitions of businesses are accounted for using the
acquisition method of accounting. The consideration transferred
is measured at fair value, which is the aggregate of the fair
values of the assets transferred, liabilities incurred or
assumed and the equity instruments issued in exchange for
control of the acquiree. Acquisition related costs are
generally expensed as incurred. The acquirees identifiable
assets and liabilities are recognised at their fair value at
the acquisition date.
Goodwill arising on acquisition is recognised as an asset and
measured at cost representing the excess of the aggregate of
the consideration, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirers
previously held equity interest in the acquiree (if any) over
the net of the fair values of the identifiable assets and
liabilities at the date of acquisition.
Non-controlling interests that entitle their holders to a
proportionate share of the entitys net assets in the event
of liquidation may be initially measured either at fair value
or at the non-controlling interests proportionate share of
the recognised amounts of the acquirees identifiable net
assets. The choice of measurement basis is made on a
transaction by transaction basis.
When the consideration in a business combination includes
contingent consideration, it is measured at its acquisition
date fair value. Changes in the fair value of the contingent
consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments
against goodwill. Measurement period adjustments are
adjustments that arise from additional information obtained
during the measurement period, which cannot exceed one year
from the acquisition date, about facts and circumstances that
existed at the acquisition date.
The subsequent accounting for changes in the fair value of the
contingent consideration that do not qualify as measurement
period adjustments depends on how the contingent consideration
is classified. Contingent consideration that is classified as
equity is not remeasured and its subsequent settlement is
accounted for within equity. Contingent consideration that is
classified as an asset or a liability is remeasured with the
corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the groups
previously held equity interest in the acquiree is remeasured
to fair value at the acquisition date and the resulting gain or
loss, if any, is recognised in profit or loss.
Business combinations that took place prior to 1 April 2010
were accounted for in accordance with the previous version of
IFRS 3.
(iv) 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.
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 is 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.
92
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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.
(v) 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.
(vi) 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 in other operating income on a straight
line basis over the useful life of the asset.
(vii) 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.
(viii) 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.
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.
(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.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 93 |
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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:
|
|
|
|
|
|
|
|
Computer software |
|
2 to 10 years |
|
Telecommunication licences |
|
|
1 to 5 years |
|
Brands, customer lists and customer relationships |
|
|
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 and indirect
labour, 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:
|
|
|
|
|
Land and buildings |
|
|
Freehold buildings |
|
40 years |
Leasehold land and buildings |
|
Unexpired portion of |
|
|
lease or 40 years, |
|
|
whichever is the |
|
|
shorter |
|
Network infrastructure and
equipment
Transmission equipment: |
|
|
Duct |
|
40 years |
Cable |
|
3 to 25 years |
Fibre |
|
5 to 20 years |
Exchange equipment |
|
2 to 13 years |
Payphones and other network
equipment |
|
2 to 20 years |
|
Other |
|
|
Motor vehicles |
|
2 to 9 years |
Computers and office equipment |
|
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
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.
(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
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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. During 2011 this includes the impact
of the change from RPI to CPI as detailed in note 23 on page
131.
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 options
pricing model or Monte Carlo simulations, whichever is most
appropriate to the award.
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 accelerated vesting and all remaining future charges
are immediately recognised. As the requirement to save under an
employee sharesave 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) 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.
(xx) 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.
(xxi) 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.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 95 |
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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.
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
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
hedge. Derivative financial instruments are classified as
current assets or current liabilities where they have a
maturity period within 12 months. Where derivative financial
instruments have a maturity period greater than 12 months, 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 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:
|
|
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; |
|
|
Our ability to achieve key contract milestones connected
with the transition, development, transformation and
deployment phases for customer contracts; |
|
|
The status of commercial relations with customers and
the implication for future revenue and cost
projections; and |
|
|
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 19.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 97 |
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
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 BTPS, to pay pension
benefits to approximately 327,500 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, price inflation and the discount rate used to
calculate the net present value of the future pension payments.
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 2011 and
the key financial assumptions used to measure the obligation
are disclosed in note 23.
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 2010 had no significant
impact in aggregate on the results for the year ended 31 March
2011.
The carrying values of software, property, plant and equipment
are disclosed in notes 13 and 14, respectively. The useful
lives applied to the principal categories of assets are
disclosed on page 94.
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 104.
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 note 24.
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 13.
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 29.
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 19.
Provisions
As disclosed in note 25, 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.
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.
98
FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS
Accounting standards, interpretations and amendments to published standards adopted in the year ended 31 March 2011
The following new, revised and amended standards and
interpretations were adopted in 2011. They have had no significant
impact on the groups financial position or results of
operations for the current or prior years but may impact the
accounting for future transactions or arrangements.
|
|
IFRS 3 (Revised) Business Combinations; |
|
|
IAS 27 (Revised) Consolidated and Separate
Financial Statements; |
|
|
IFRIC 17 Distributions of Non-cash Assets to Owners; |
|
|
Amendment to IAS 39 Financial Instruments: Recognition
and Measurement: Eligible Hedged items; |
|
|
Amendment to IAS 32 Financial Instruments:
Presentation Classification of Rights Issues; and |
|
|
Improvements to IFRSs 2009. |
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
2011 or later periods. Those which are considered to be
relevant to the groups operations are set out below.
IFRS 9 Financial Instruments (effective 1 April 2013)
IFRS 9 represents the first phase of the IASBs project to
replace IAS 39 Financial Instruments: Recognition and
Measurement. It sets out the classification and measurement
criteria for financial assets and financial liabilities and
requires all financial assets, including assets currently
classified under IAS 39 as available-for-sale, to be measured
at fair value through profit and loss unless the assets can be
classified as held at amortised cost. Qualifying equity
investments held at fair value may have their fair value
changes taken through other comprehensive income by election.
The group is currently assessing the impact of the standard on
its results, financial position and cash flows.
Those standards, interpretations and amendments which are not
currently expected to have a significant impact on the
groups financial statements, are as follows:
Amendments to IAS 24 Related Party Disclosures (effective 1 April 2011)
These amendments clarify 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 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.
Improvements to IFRSs 2010 (effective 1 April 2011)
This is the third set of amendments published under the IASBs
annual improvements process and incorporate minor amendments
to seven standards and interpretations.
Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (effective 1 July 2011)
These amendments provide limited exemption from comparative
IFRS 7 disclosures for IFRS first-time adopters.
Amendments to IFRS 7 Financial Instruments: Disclosures (effective 1 April 2012)
These amendments are intended to provide greater transparency
around risk exposures when a financial asset is transferred
but the transferor retains some level of continuing exposure
in the asset. The amendments also require disclosures where
transfers of financial assets are not evenly distributed
throughout the period.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 99 |
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
|
|
items |
a |
|
Total |
|
Year ended 31 March 2011 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
1 |
|
|
|
20,076 |
|
|
|
|
|
|
|
20,076 |
|
Other operating income |
|
|
2 |
|
|
|
373 |
|
|
|
|
|
|
|
373 |
|
Operating costs |
|
|
3 |
|
|
|
(17,542 |
) |
|
|
(329 |
) |
|
|
(17,871 |
) |
|
Operating profit |
|
|
1 |
|
|
|
2,907 |
|
|
|
(329 |
) |
|
|
2,578 |
|
|
Finance expense |
|
|
9 |
|
|
|
(880 |
) |
|
|
(2,323 |
) |
|
|
(3,203 |
) |
Finance income |
|
|
9 |
|
|
|
35 |
|
|
|
2,244 |
|
|
|
2,279 |
|
|
Net finance expense |
|
|
|
|
|
|
(845 |
) |
|
|
(79 |
) |
|
|
(924 |
) |
Share of post tax profit of associates and joint ventures |
|
|
17 |
|
|
|
21 |
|
|
|
|
|
|
|
21 |
|
Profit on disposal of interest in associate |
|
|
8 |
|
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
Profit before taxation |
|
|
|
|
|
|
2,083 |
|
|
|
(366 |
) |
|
|
1,717 |
|
Taxation |
|
|
10 |
|
|
|
(452 |
) |
|
|
239 |
|
|
|
(213 |
) |
|
Profit for the year |
|
|
|
|
|
|
1,631 |
|
|
|
(127 |
) |
|
|
1,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
1,629 |
|
|
|
(127 |
) |
|
|
1,502 |
|
Non-controlling interests |
|
|
26 |
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
Earnings per share |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.4p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.5p |
|
|
|
|
a |
For a definition of specific items, see page 91. An analysis of specific items is
provided in note 8. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
a |
|
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 |
|
|
9 |
|
|
|
(902 |
) |
|
|
(2,211 |
) |
|
|
(3,113 |
) |
Finance income |
|
|
9 |
|
|
|
12 |
|
|
|
1,943 |
|
|
|
1,955 |
|
|
Net finance expense |
|
|
|
|
|
|
(890 |
) |
|
|
(268 |
) |
|
|
(1,158 |
) |
Share of post tax profit of associates and joint ventures |
|
|
17 |
|
|
|
25 |
|
|
|
29 |
|
|
|
54 |
|
Loss on disposal of interest in associate |
|
|
8 |
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
|
Profit before taxation |
|
|
|
|
|
|
1,735 |
|
|
|
(728 |
) |
|
|
1,007 |
|
Taxation |
|
|
10 |
|
|
|
(398 |
) |
|
|
420 |
|
|
|
22 |
|
|
Profit for the year |
|
|
|
|
|
|
1,337 |
|
|
|
(308 |
) |
|
|
1,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
1,336 |
|
|
|
(308 |
) |
|
|
1,028 |
|
Non-controlling interests |
|
|
26 |
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
Earnings per share |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.3p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.9p |
|
|
|
|
a |
In 2011 the group amended its definition of specific items. Comparatives for 2010 have
been re-presented to be on a consistent basis. See page 91 for details. |
100
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before specific |
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
items |
a |
|
items |
a |
|
Total |
|
Year ended 31 March 2009 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
1 |
|
|
|
21,431 |
|
|
|
(41 |
) |
|
|
21,390 |
|
Other operating income |
|
|
2 |
|
|
|
352 |
|
|
|
(13 |
) |
|
|
339 |
|
Operating costs |
|
|
3 |
|
|
|
(19,435 |
) |
|
|
(1,993 |
) |
|
|
(21,428 |
) |
|
Operating profit |
|
|
1 |
|
|
|
2,348 |
|
|
|
(2,047 |
) |
|
|
301 |
|
|
Finance expense |
|
|
9 |
|
|
|
(964 |
) |
|
|
(2,308 |
) |
|
|
(3,272 |
) |
Finance income |
|
|
9 |
|
|
|
31 |
|
|
|
2,621 |
|
|
|
2,652 |
|
|
Net finance expense |
|
|
|
|
|
|
(933 |
) |
|
|
313 |
|
|
|
(620 |
) |
Share of post tax profit of associates and joint ventures |
|
|
|
|
|
|
39 |
|
|
|
36 |
|
|
|
75 |
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
1,454 |
|
|
|
(1,698 |
) |
|
|
(244 |
) |
Taxation |
|
|
10 |
|
|
|
(361 |
) |
|
|
414 |
|
|
|
53 |
|
|
Profit (loss) for the year |
|
|
|
|
|
|
1,093 |
|
|
|
(1,284 |
) |
|
|
(191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
1,091 |
|
|
|
(1,284 |
) |
|
|
(193 |
) |
Non-controlling interests |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
|
Loss per share |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.5)p |
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.5)p |
|
|
|
|
a |
In 2011 the group amended its definition of specific items. Comparatives for 2009 have
been re-presented to be on a consistent basis. See page 91 for details. |
GROUP STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Profit (loss) for the year |
|
|
|
|
|
|
1,504 |
|
|
|
1,029 |
|
|
|
(191 |
) |
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) relating to retirement benefit obligations |
|
|
23 |
|
|
|
5,109 |
|
|
|
(4,324 |
) |
|
|
(7,037 |
) |
Exchange differences on translation of foreign operations |
|
|
28 |
|
|
|
(140 |
) |
|
|
(119 |
) |
|
|
692 |
|
Fair value movements on available-for-sale assets |
|
|
28 |
|
|
|
15 |
|
|
|
7 |
|
|
|
5 |
|
Fair value movements on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net fair value (losses) gains |
|
|
28 |
|
|
|
(347 |
) |
|
|
(1,067 |
) |
|
|
2,719 |
|
recognised in income and expense |
|
|
28 |
|
|
|
333 |
|
|
|
496 |
|
|
|
(2,144 |
) |
reclassified and reported in non-current assets |
|
|
28 |
|
|
|
|
|
|
|
(4 |
) |
|
|
(5 |
) |
Tax on components of other comprehensive income |
|
|
10 |
|
|
|
(1,521 |
) |
|
|
1,350 |
|
|
|
1,859 |
|
|
Other comprehensive income (loss) for the year, net of tax |
|
|
|
|
|
|
3,449 |
|
|
|
(3,661 |
) |
|
|
(3,911 |
) |
|
Total comprehensive income (loss) for the year |
|
|
|
|
|
|
4,953 |
|
|
|
(2,632 |
) |
|
|
(4,102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders of the parent |
|
|
|
|
|
|
4,951 |
|
|
|
(2,633 |
) |
|
|
(4,113 |
) |
Non-controlling interests |
|
|
|
|
|
|
2 |
|
|
|
1 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
4,953 |
|
|
|
(2,632 |
) |
|
|
(4,102 |
) |
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011
101 |
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
GROUP STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity (deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
Share |
|
|
Share |
|
|
Capital |
|
|
Other |
|
|
Retained |
|
|
|
|
|
|
controlling |
|
|
Total |
|
|
|
capital |
a |
|
premium |
a |
|
reserve |
|
|
reserves |
b |
|
earnings |
|
|
Total |
|
|
interests |
c |
|
equity |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
At 1 April 2008 |
|
|
420 |
|
|
|
62 |
|
|
|
15 |
|
|
|
(527 |
) |
|
|
5,439 |
|
|
|
5,409 |
|
|
|
23 |
|
|
|
5,432 |
|
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193 |
) |
|
|
(193 |
) |
|
|
2 |
|
|
|
(191 |
) |
Other comprehensive income before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,407 |
|
|
|
(7,037 |
) |
|
|
(3,630 |
) |
|
|
9 |
|
|
|
(3,621 |
) |
Other comprehensive income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164 |
) |
|
|
2,023 |
|
|
|
1,859 |
|
|
|
|
|
|
|
1,859 |
|
Transferred to the income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
(2,144 |
) |
Transferred to non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
|
At 1 April 2009 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
1,301 |
|
|
|
(1,656 |
) |
|
|
142 |
|
|
|
27 |
|
|
|
169 |
|
|
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,028 |
|
|
|
1,028 |
|
|
|
1 |
|
|
|
1,029 |
|
Other comprehensive income before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,179 |
) |
|
|
(4,324 |
) |
|
|
(5,503 |
) |
|
|
|
|
|
|
(5,503 |
) |
Other comprehensive income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
1,211 |
|
|
|
1,350 |
|
|
|
|
|
|
|
1,350 |
|
Transferred to the income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
496 |
|
|
|
|
|
|
|
496 |
|
|
|
|
|
|
|
496 |
|
Transferred to non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
(4 |
) |
|
At 1 April 2010 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
757 |
|
|
|
(3,904 |
) |
|
|
(2,650 |
) |
|
|
24 |
|
|
|
(2,626 |
) |
|
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,502 |
|
|
|
1,502 |
|
|
|
2 |
|
|
|
1,504 |
|
Other comprehensive income before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(472 |
) |
|
|
5,109 |
|
|
|
4,637 |
|
|
|
|
|
|
|
4,637 |
|
Other comprehensive income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
(1,534 |
) |
|
|
(1,521 |
) |
|
|
|
|
|
|
(1,521 |
) |
Transferred to the income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333 |
|
|
|
|
|
|
|
333 |
|
|
|
|
|
|
|
333 |
|
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(126 |
) |
|
|
5,077 |
|
|
|
4,951 |
|
|
|
2 |
|
|
|
4,953 |
|
Dividends to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(543 |
) |
|
|
(543 |
) |
|
|
|
|
|
|
(543 |
) |
Share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
|
|
|
68 |
|
|
|
|
|
|
|
68 |
|
Tax on share-based payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
91 |
|
|
|
|
|
|
|
91 |
|
Net issuance of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
(19 |
) |
|
|
8 |
|
|
|
|
|
|
|
8 |
|
|
At 31 March 2011 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
658 |
|
|
|
770 |
|
|
|
1,925 |
|
|
|
26 |
|
|
|
1,951 |
|
|
|
|
a |
For details of share capital and share premium, see note 27. |
|
b |
For further analysis of other reserves, see note 28. |
|
c |
For further analysis of non-controlling interests, see note 26. |
102
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
GROUP CASH FLOW STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
Note |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxationa |
|
|
|
|
|
|
1,717 |
|
|
|
1,007 |
|
|
|
(244 |
) |
Depreciation and amortisation |
|
|
|
|
|
|
2,979 |
|
|
|
3,039 |
|
|
|
2,890 |
|
(Profit) loss on disposal of associates and businesses |
|
|
|
|
|
|
(42 |
) |
|
|
10 |
|
|
|
13 |
|
Net finance expense |
|
|
|
|
|
|
924 |
|
|
|
1,158 |
|
|
|
620 |
|
Other non cash charges |
|
|
|
|
|
|
78 |
|
|
|
77 |
|
|
|
596 |
|
Share of profits of associates and joint ventures |
|
|
|
|
|
|
(21 |
) |
|
|
(54 |
) |
|
|
(75 |
) |
(Increase) decrease in inventories |
|
|
|
|
|
|
(17 |
) |
|
|
14 |
|
|
|
11 |
|
Decrease in trade and other receivables |
|
|
|
|
|
|
408 |
|
|
|
524 |
|
|
|
1,063 |
|
(Decrease) in trade and other payables |
|
|
|
|
|
|
(378 |
) |
|
|
(708 |
) |
|
|
(379 |
) |
(Decrease) increase in provisions and other liabilitiesb |
|
|
|
|
|
|
(873 |
) |
|
|
(591 |
) |
|
|
439 |
|
|
Cash generated from operationsa |
|
|
|
|
|
|
4,775 |
|
|
|
4,476 |
|
|
|
4,934 |
|
Income taxes paid |
|
|
|
|
|
|
(209 |
) |
|
|
(76 |
) |
|
|
(232 |
) |
Income tax repayment for prior years |
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
4 |
|
|
Net cash inflow from operating activities |
|
|
|
|
|
|
4,566 |
|
|
|
4,825 |
|
|
|
4,706 |
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
|
|
|
|
29 |
|
|
|
16 |
|
|
|
19 |
|
Dividends received from associates and joint ventures |
|
|
|
|
|
|
7 |
|
|
|
3 |
|
|
|
6 |
|
Proceeds on disposal of interest in associates |
|
|
|
|
|
|
72 |
|
|
|
|
|
|
|
|
|
Proceeds on disposal of businesses |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
Acquisition of subsidiaries, net of cash acquired |
|
|
|
|
|
|
(8 |
) |
|
|
(70 |
) |
|
|
(227 |
) |
Proceeds on disposal of current financial assetsc |
|
|
|
|
|
|
9,267 |
|
|
|
8,739 |
|
|
|
6,316 |
|
Purchases of current financial assetsc |
|
|
|
|
|
|
(8,902 |
) |
|
|
(8,985 |
) |
|
|
(6,030 |
) |
Purchases of non-current financial assets |
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
Proceeds on disposal of property, plant and equipment |
|
|
|
|
|
|
15 |
|
|
|
29 |
|
|
|
44 |
|
Purchases of property, plant and equipment and software |
|
|
|
|
|
|
(2,645 |
) |
|
|
(2,509 |
) |
|
|
(3,082 |
) |
|
Net cash outflow from investing activities |
|
|
|
|
|
|
(2,183 |
) |
|
|
(2,775 |
) |
|
|
(2,954 |
) |
|
Cash flow from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity dividends paid |
|
|
|
|
|
|
(543 |
) |
|
|
(265 |
) |
|
|
(1,221 |
) |
Dividends paid to non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Interest paid |
|
|
|
|
|
|
(973 |
) |
|
|
(956 |
) |
|
|
(956 |
) |
Repayment of borrowingsd |
|
|
|
|
|
|
(2,509 |
) |
|
|
(307 |
) |
|
|
(863 |
) |
Repayment of finance lease liabilities |
|
|
|
|
|
|
(11 |
) |
|
|
(24 |
) |
|
|
(16 |
) |
Proceeds from finance leases |
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
Net proceeds from (repayment of) commercial paper |
|
|
|
|
|
|
69 |
|
|
|
(697 |
) |
|
|
606 |
|
Proceeds from bank loans |
|
|
|
|
|
|
340 |
|
|
|
522 |
|
|
|
795 |
|
Cash flows from derivatives related to net debt |
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
|
|
Repurchase of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(334 |
) |
Proceeds on issue of treasury shares |
|
|
|
|
|
|
8 |
|
|
|
4 |
|
|
|
125 |
|
|
Net cash used in financing activities |
|
|
|
|
|
|
(3,499 |
) |
|
|
(1,714 |
) |
|
|
(1,865 |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
(3 |
) |
|
|
(7 |
) |
|
|
54 |
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
|
|
|
|
(1,119 |
) |
|
|
329 |
|
|
|
(59 |
) |
Cash and cash equivalents at the start of the year |
|
|
|
|
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
Cash and cash equivalents at the end of the year |
|
|
16 |
|
|
|
325 |
|
|
|
1,444 |
|
|
|
1,115 |
|
|
|
|
a |
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. |
|
b |
Includes pension deficit payments of £1,030m (2010: £525m, 2009: £nil). |
|
c |
Primarily consists of investment in and redemption of amounts held in liquidity funds. |
|
d |
In 2011 the repayment of borrowings includes the impact of hedging. See page 144 for further details. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 103 |
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
GROUP BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
13 |
|
|
|
3,389 |
|
|
|
3,672 |
|
Property, plant and equipment |
|
|
14 |
|
|
|
14,623 |
|
|
|
14,856 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
625 |
|
|
|
1,076 |
|
Investments |
|
|
15 |
|
|
|
61 |
|
|
|
64 |
|
Associates and joint ventures |
|
|
17 |
|
|
|
164 |
|
|
|
195 |
|
Trade and other receivables |
|
|
19 |
|
|
|
286 |
|
|
|
336 |
|
Deferred tax assets |
|
|
24 |
|
|
|
461 |
|
|
|
2,196 |
|
|
|
|
|
|
|
|
|
19,609 |
|
|
|
22,395 |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
18 |
|
|
|
121 |
|
|
|
107 |
|
Trade and other receivables |
|
|
19 |
|
|
|
3,332 |
|
|
|
3,696 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
108 |
|
|
|
624 |
|
Investments |
|
|
15 |
|
|
|
19 |
|
|
|
406 |
|
Cash and cash equivalents |
|
|
16 |
|
|
|
351 |
|
|
|
1,452 |
|
|
|
|
|
|
|
|
|
3,931 |
|
|
|
6,285 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
20 |
|
|
|
485 |
|
|
|
3,269 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
62 |
|
|
|
166 |
|
Trade and other payables |
|
|
22 |
|
|
|
6,114 |
|
|
|
6,531 |
|
Current tax liabilities |
|
|
|
|
|
|
221 |
|
|
|
320 |
|
Provisions |
|
|
25 |
|
|
|
149 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
7,031 |
|
|
|
10,420 |
|
|
Total assets less current liabilities |
|
|
|
|
|
|
16,509 |
|
|
|
18,260 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
20 |
|
|
|
9,371 |
|
|
|
9,522 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
507 |
|
|
|
533 |
|
Retirement benefit obligations |
|
|
23 |
|
|
|
1,830 |
|
|
|
7,864 |
|
Other payables |
|
|
22 |
|
|
|
831 |
|
|
|
804 |
|
Deferred tax liabilities |
|
|
24 |
|
|
|
1,212 |
|
|
|
1,456 |
|
Provisions |
|
|
25 |
|
|
|
807 |
|
|
|
707 |
|
|
|
|
|
|
|
|
|
14,558 |
|
|
|
20,886 |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
27 |
|
|
|
408 |
|
|
|
408 |
|
Share premium |
|
|
27 |
|
|
|
62 |
|
|
|
62 |
|
Capital redemption reserve |
|
|
|
|
|
|
27 |
|
|
|
27 |
|
Other reserves |
|
|
28 |
|
|
|
658 |
|
|
|
757 |
|
Retained earnings (loss) |
|
|
|
|
|
|
770 |
|
|
|
(3,904 |
) |
|
Total parent shareholders equity (deficit) |
|
|
|
|
|
|
1,925 |
|
|
|
(2,650 |
) |
Non-controlling interests |
|
|
26 |
|
|
|
26 |
|
|
|
24 |
|
|
Total equity (deficit) |
|
|
|
|
|
|
1,951 |
|
|
|
(2,626 |
) |
|
|
|
|
|
|
|
|
16,509 |
|
|
|
18,260 |
|
|
The consolidated financial statements on pages 91 to 150 and 155 were approved by the Board of Directors
on 11 May 2011 and were signed on its behalf by
Sir Michael Rake
Chairman
Ian Livingston
Chief Executive
Tony Chanmugam
Group Finance Director
104
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information
The groups operating segments are reported based on financial information provided to the
Operating Committee, as detailed on page 64, 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, the Company Secretary and the Group HR director also normally attend 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 service 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 provides managed networked IT services to multinational corporations, domestic
businesses and national and local government organisations operating in more than 170
countries worldwide.
BT Retail provides communication products and services to the consumer market and provides IT and
communications services to SMEs. BT Retail includes BT Ireland which operates across the major
corporate, SME, consumer and wholesale markets throughout the Republic of Ireland and Northern
Ireland. BT Retail also includes BT Enterprises which comprises a number of individual businesses
including BT Conferencing, BT Directories, BT Expedite, BT Redcare & Payphones and BT Openzone.
BT Wholesale provides products and a broad range of voice, broadband and data communications
services, including managed services for fixed and mobile network operators, internet service
providers and telecoms resellers in the UK.
Openreach is responsible for the last mile of the UK access network the copper wires and fibre
connecting homes and businesses to their local telephone exchange via fixed-line local and backhaul
connections. Openreach customers, which comprise UK communication providers and other BT lines of
business, are offered fair, equal and open access to its networks.
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 development, design
and delivery of the platforms, systems and processes which support the provision of the groups
products and services. BT Operate is responsible for managing BTs IT and network infrastructure
platforms. 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 did not
meet the quantitative thresholds as set out in IFRS 8 Operating Segments 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. The majority of the internal trading relates to Openreach and arises on rentals,
and any associated connection or migration charges, of the UK access lines and other network
products to the market-facing lines of business, both directly, and also indirectly, through BT
Operate which is included within the Other segment. Internal revenue arising in BT Retail relates
primarily to BT Ireland and Enterprises. Internal revenue arising in BT Wholesale relates to the
sale of line cards and access electronic services to Openreach.
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 91.
Information regarding the results of each reportable segment is provided below. Performance is
measured based on adjusted EBITDA, defined as EBITDA before specific items, 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 disclosed
separately by virtue of their size, nature or incidence. Specific items are detailed in note 8 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 central treasury function which manages the overall net debt position of
the group.
|
BT GROUP PLC
ANNUAL REPORT & FORM 20-F 2011 105 |
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 2011 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Segment revenue |
|
|
8,047 |
|
|
|
7,748 |
|
|
|
4,210 |
|
|
|
4,930 |
|
|
|
38 |
|
|
|
24,973 |
|
Internal revenue |
|
|
|
|
|
|
(446 |
) |
|
|
(980 |
) |
|
|
(3,471 |
) |
|
|
|
|
|
|
(4,897 |
) |
|
Revenue from external customersa |
|
|
8,047 |
|
|
|
7,302 |
|
|
|
3,230 |
|
|
|
1,459 |
|
|
|
38 |
|
|
|
20,076 |
|
|
EBITDAb |
|
|
593 |
|
|
|
1,784 |
|
|
|
1,316 |
|
|
|
2,132 |
|
|
|
61 |
|
|
|
5,886 |
|
Depreciation and amortisation |
|
|
(734 |
) |
|
|
(443 |
) |
|
|
(619 |
) |
|
|
(877 |
) |
|
|
(306 |
) |
|
|
(2,979 |
) |
|
Operating profit (loss)a |
|
|
(141 |
) |
|
|
1,341 |
|
|
|
697 |
|
|
|
1,255 |
|
|
|
(245 |
) |
|
|
2,907 |
|
|
Specific items (note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(329 |
) |
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,578 |
|
Net finance expensed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(924 |
) |
Share of post tax profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
Profit on disposal of interest in associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
e |
|
BT Wholesale |
e |
|
Openreach |
e |
|
Other |
|
|
Total |
|
Year ended 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Segment revenue |
|
|
8,513 |
|
|
|
8,124 |
|
|
|
4,592 |
|
|
|
5,164 |
|
|
|
40 |
|
|
|
26,433 |
|
Internal revenue |
|
|
|
|
|
|
(373 |
) |
|
|
(1,226 |
) |
|
|
(3,923 |
) |
|
|
|
|
|
|
(5,522 |
) |
|
Revenue from external customersa |
|
|
8,513 |
|
|
|
7,751 |
|
|
|
3,366 |
|
|
|
1,241 |
|
|
|
40 |
|
|
|
20,911 |
|
|
EBITDAb |
|
|
457 |
|
|
|
1,777 |
|
|
|
1,353 |
|
|
|
1,960 |
|
|
|
92 |
|
|
|
5,639 |
|
Depreciation and amortisation |
|
|
(815 |
) |
|
|
(459 |
) |
|
|
(680 |
) |
|
|
(856 |
) |
|
|
(229 |
) |
|
|
(3,039 |
) |
|
Operating profit (loss)a |
|
|
(358 |
) |
|
|
1,318 |
|
|
|
673 |
|
|
|
1,104 |
|
|
|
(137 |
) |
|
|
2,600 |
|
|
Specific items (note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(477 |
) |
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123 |
|
Net finance expensed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,158 |
) |
Share of post tax profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
Loss on disposal of interest in associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
e |
|
BT Wholesale |
e |
|
Openreach |
e |
|
Other |
|
|
Total |
|
Year ended 31 March 2009 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Segment revenue |
|
|
8,628 |
|
|
|
8,491 |
|
|
|
4,800 |
|
|
|
5,231 |
|
|
|
41 |
|
|
|
27,191 |
|
Internal revenue |
|
|
|
|
|
|
(343 |
) |
|
|
(1,228 |
) |
|
|
(4,189 |
) |
|
|
|
|
|
|
(5,760 |
) |
|
Revenue from external customersa |
|
|
8,628 |
|
|
|
8,148 |
|
|
|
3,572 |
|
|
|
1,042 |
|
|
|
41 |
|
|
|
21,431 |
|
|
EBITDAb |
|
|
261 |
|
|
|
1,585 |
|
|
|
1,356 |
|
|
|
1,996 |
|
|
|
40 |
|
|
|
5,238 |
|
Depreciation and amortisation |
|
|
(776 |
) |
|
|
(426 |
) |
|
|
(686 |
) |
|
|
(778 |
) |
|
|
(224 |
) |
|
|
(2,890 |
) |
|
Operating profit (loss)a |
|
|
(515 |
) |
|
|
1,159 |
|
|
|
670 |
|
|
|
1,218 |
|
|
|
(184 |
) |
|
|
2,348 |
|
|
Specific items (note 8)c |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,047 |
) |
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
301 |
|
Net finance expensed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(620 |
) |
Share of post tax profit of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
Loss before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(244 |
) |
|
|
|
a |
Before specific items. |
|
b |
EBITDA is stated before specific items and is a non-GAAP measure provided in addition to the disclosure requirements defined under IFRS. The rationale for using non-GAAP measures is explained on |
|
|
pages 56 to 58. |
|
c |
Re-presented. See page 91. |
|
d |
Net finance expense includes specific items of £79m (2010: £268m; 2009: £313m credit). See note 8. |
|
e |
In 2011 the group moved certain customer accounts between lines of business. Comparatives for 2010 and 2009 have been restated to be on a consistent basis. The impact on line of business
results in 2010
was to decrease revenue and EBITDA in BT Retail by £173m and £73m (2009: £172m and £79m), to increase revenue and EBITDA in BT Wholesale by £143m and £74m (2009: £142m and £79m), to
increase revenue in Openreach by £30m (2009: £29m) with no impact on EBITDA. There is no impact on total group results.
|
106
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information continued
Internal revenue and costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal cost recorded by |
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2011 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Internal revenue recorded by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
309 |
|
|
|
|
|
|
|
64 |
|
|
|
3 |
|
|
|
70 |
|
|
|
446 |
|
BT Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
980 |
|
|
|
|
|
|
|
980 |
|
Openreach |
|
|
241 |
|
|
|
1,780 |
|
|
|
198 |
|
|
|
|
|
|
|
1,252 |
|
|
|
3,471 |
|
|
Total |
|
|
550 |
|
|
|
1,780 |
|
|
|
262 |
|
|
|
983 |
|
|
|
1,322 |
|
|
|
4,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal cost recorded by |
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Internal revenue recorded by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
231 |
|
|
|
|
|
|
|
51 |
|
|
|
2 |
|
|
|
89 |
|
|
|
373 |
|
BT Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,226 |
|
|
|
|
|
|
|
1,226 |
|
Openreach |
|
|
264 |
|
|
|
1,988 |
|
|
|
131 |
|
|
|
|
|
|
|
1,540 |
|
|
|
3,923 |
|
|
Total |
|
|
495 |
|
|
|
1,988 |
|
|
|
182 |
|
|
|
1,228 |
|
|
|
1,629 |
|
|
|
5,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal cost recorded by |
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2009 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Internal revenue recorded by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
233 |
|
|
|
|
|
|
|
54 |
|
|
|
4 |
|
|
|
52 |
|
|
|
343 |
|
BT Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,228 |
|
|
|
|
|
|
|
1,228 |
|
Openreach |
|
|
398 |
|
|
|
2,159 |
|
|
|
141 |
|
|
|
|
|
|
|
1,491 |
|
|
|
4,189 |
|
|
Total |
|
|
631 |
|
|
|
2,159 |
|
|
|
195 |
|
|
|
1,232 |
|
|
|
1,543 |
|
|
|
5,760 |
|
|
Capital expenditure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Retail |
|
|
BT Wholesale |
|
|
Openreach |
|
|
Other |
|
|
Total |
|
Year ended 31 March 2011 |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Property, plant and equipment |
|
|
338 |
|
|
|
355 |
|
|
|
246 |
|
|
|
982 |
|
|
|
169 |
|
|
|
2,090 |
|
Intangible assets |
|
|
160 |
|
|
|
79 |
|
|
|
83 |
|
|
|
105 |
|
|
|
73 |
|
|
|
500 |
|
|
Capital expenditure |
|
|
498 |
|
|
|
434 |
|
|
|
329 |
|
|
|
1,087 |
|
|
|
242 |
|
|
|
2,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 GROUP PLC
ANNUAL REPORT & FORM 20-F 2011 107 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Segment information continued
Revenue by products and services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
ICT and managed networks |
|
|
6,632 |
|
|
|
6,574 |
|
|
|
6,382 |
|
Broadband and convergence |
|
|
2,767 |
|
|
|
2,677 |
|
|
|
2,618 |
|
Calls and lines |
|
|
5,595 |
|
|
|
6,225 |
|
|
|
6,799 |
|
Transit |
|
|
1,518 |
|
|
|
1,758 |
|
|
|
2,003 |
|
Conveyance, interconnect circuits, WLR, global carrier and other wholesale |
|
|
1,471 |
|
|
|
1,451 |
|
|
|
1,506 |
|
Other products and services |
|
|
2,093 |
|
|
|
2,226 |
|
|
|
2,123 |
|
|
|
|
|
|
Revenueb |
|
|
20,076 |
|
|
|
20,911 |
|
|
|
21,431 |
|
|
|
|
a |
In 2011 the group moved certain customer accounts between lines of business. This
move has led to a change in the classification of revenue by the nature of products or services.
Comparatives for 2010 and 2009 have been restated to be on a consistent basis. The impact on
products and services in 2010 is to decrease ICT and managed services by £7m (2009: £8m), to
decrease broadband and convergence by £1m (2009: £1m increase), to decrease calls and lines by £68m
(2009: £63m), to increase conveyance, interconnect circuits, WLR, global carrier and other
wholesale by £252m (2009: £265m) and to decrease other products and services by £176m (2009:
£195m). There is no impact on total revenue. |
|
b |
Before specific items. |
Geographic information
The UK is the groups country of domicile and the group 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
UK |
|
|
15,575 |
|
|
|
16,116 |
|
|
|
16,777 |
|
Europe, Middle East and Africa, excluding the UK |
|
|
3,064 |
|
|
|
3,250 |
|
|
|
3,247 |
|
Americas |
|
|
990 |
|
|
|
1,235 |
|
|
|
1,119 |
|
Asia Pacific |
|
|
447 |
|
|
|
310 |
|
|
|
288 |
|
|
|
|
|
|
Revenuea |
|
|
20,076 |
|
|
|
20,911 |
|
|
|
21,431 |
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
|
UK |
|
|
15,127 |
|
|
|
15,583 |
|
Europe, Middle East and Africa, excluding the UK |
|
|
2,673 |
|
|
|
2,761 |
|
Americas |
|
|
601 |
|
|
|
653 |
|
Asia Pacific |
|
|
61 |
|
|
|
62 |
|
|
|
|
|
|
Non-current assets |
|
|
18,462 |
|
|
|
19,059 |
|
|
Non-current assets, which exclude derivative financial instruments and investments and deferred tax
assets, are based on the location of the assets.
108
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Profits on disposal of property, plant and equipment |
|
|
|
|
|
|
103 |
|
|
|
75 |
|
|
|
52 |
|
Income from repayment works |
|
|
|
|
|
|
62 |
|
|
|
74 |
|
|
|
72 |
|
Other operating income |
|
|
|
|
|
|
208 |
|
|
|
229 |
|
|
|
228 |
|
|
|
|
|
|
Other operating income before specific items |
|
|
|
|
|
|
373 |
|
|
|
378 |
|
|
|
352 |
|
|
|
|
|
|
Specific items |
|
|
8 |
|
|
|
|
|
|
|
2 |
|
|
|
(13 |
) |
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
373 |
|
|
|
380 |
|
|
|
339 |
|
|
3. Operating costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Costs by nature |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
|
|
|
|
|
3,947 |
|
|
|
4,182 |
|
|
|
4,499 |
|
Social security costs |
|
|
|
|
|
|
456 |
|
|
|
447 |
|
|
|
432 |
|
Pension costs |
|
|
23 |
|
|
|
416 |
|
|
|
304 |
|
|
|
544 |
|
Share-based payment expense |
|
|
6 |
|
|
|
68 |
|
|
|
71 |
|
|
|
141 |
|
|
|
|
|
|
Total staff costs |
|
|
|
|
|
|
4,887 |
|
|
|
5,004 |
|
|
|
5,616 |
|
|
|
|
|
|
Own work capitalised |
|
|
|
|
|
|
(718 |
) |
|
|
(575 |
) |
|
|
(673 |
) |
|
|
|
|
|
Net staff costs |
|
|
|
|
|
|
4,169 |
|
|
|
4,429 |
|
|
|
4,943 |
|
Indirect labour costs |
|
|
|
|
|
|
629 |
|
|
|
722 |
|
|
|
1,114 |
|
|
|
|
|
|
Net labour costs |
|
|
|
|
|
|
4,798 |
|
|
|
5,151 |
|
|
|
6,057 |
|
Payments to telecommunications operators |
|
|
|
|
|
|
3,740 |
|
|
|
4,083 |
|
|
|
4,266 |
|
Property and energy costs |
|
|
|
|
|
|
1,149 |
|
|
|
1,284 |
|
|
|
1,292 |
|
Network maintenance and IT costs |
|
|
|
|
|
|
706 |
|
|
|
781 |
|
|
|
742 |
|
Other operating costsa |
|
|
|
|
|
|
2,786 |
|
|
|
2,927 |
|
|
|
2,710 |
|
General and administrative costs |
|
|
|
|
|
|
1,384 |
|
|
|
1,424 |
|
|
|
1,478 |
|
Depreciation of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned assets |
|
|
14 |
|
|
|
2,255 |
|
|
|
2,260 |
|
|
|
2,200 |
|
Held under finance leases |
|
|
14 |
|
|
|
33 |
|
|
|
44 |
|
|
|
49 |
|
Amortisation of intangible assets |
|
|
13 |
|
|
|
691 |
|
|
|
735 |
|
|
|
641 |
|
|
|
|
|
|
Total operating costs before specific items |
|
|
|
|
|
|
17,542 |
|
|
|
18,689 |
|
|
|
19,435 |
|
|
|
|
|
|
Specific items |
|
|
8 |
|
|
|
329 |
|
|
|
427 |
|
|
|
1,993 |
|
|
Total operating costs |
|
|
|
|
|
|
17,871 |
|
|
|
19,116 |
|
|
|
21,428 |
|
|
|
|
|
|
Operating costs before specific items include the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leaver costsb |
|
|
|
|
|
|
57 |
|
|
|
142 |
|
|
|
204 |
|
Research and development expenditurec |
|
|
|
|
|
|
833 |
|
|
|
935 |
|
|
|
1,021 |
|
Rental costs relating to operating leases |
|
|
|
|
|
|
395 |
|
|
|
451 |
|
|
|
426 |
|
Foreign currency (gains) losses |
|
|
|
|
|
|
(17 |
) |
|
|
7 |
|
|
|
30 |
|
|
|
|
a |
Other operating costs also include a net charge of £2m (2010: £1m charge, 2009:
£8m credit) relating to fair value movements on derivatives recycled from the cash flow reserve. |
|
b |
Leaver costs exclude leaver costs associated with the restructuring of BT Global
Services during 2011, 2010 and 2009 and managed leaver costs associated with the groups
transformation and reorganisation activities during 2009. These costs have been recorded as a
specific item. Other leaver costs are included within wages and salaries and social security costs. |
|
c |
Research and development expenditure includes amortisation of £444m (2010: £491m,
2009: £431m) in respect of internally developed computer software. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 109 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
Number of employees in the groupa |
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
|
UK |
|
|
75.7 |
|
|
|
77.1 |
|
|
|
79.8 |
|
|
|
82.9 |
|
|
|
86.5 |
|
|
|
89.5 |
|
Non UK |
|
|
16.9 |
|
|
|
17.5 |
|
|
|
18.0 |
|
|
|
18.8 |
|
|
|
20.5 |
|
|
|
21.1 |
|
|
|
|
|
|
|
|
|
|
Total employees |
|
|
92.6 |
|
|
|
94.6 |
|
|
|
97.8 |
|
|
|
101.7 |
|
|
|
107.0 |
|
|
|
110.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
Number of employees in the groupa |
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
000 |
|
|
|
BT Global Services |
|
|
21.8 |
|
|
|
22.6 |
|
|
|
24.3 |
|
|
|
26.1 |
|
|
|
28.2 |
|
|
|
28.4 |
|
BT Retail |
|
|
16.6 |
|
|
|
17.4 |
|
|
|
19.4 |
|
|
|
20.2 |
|
|
|
21.2 |
|
|
|
21.9 |
|
BT Wholesale |
|
|
1.9 |
|
|
|
2.1 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.5 |
|
Openreach |
|
|
31.3 |
|
|
|
30.9 |
|
|
|
30.8 |
|
|
|
31.4 |
|
|
|
32.3 |
|
|
|
33.1 |
|
Other |
|
|
21.0 |
|
|
|
21.6 |
|
|
|
20.9 |
|
|
|
21.6 |
|
|
|
22.9 |
|
|
|
24.7 |
|
|
|
|
|
|
|
|
|
|
Total employees |
|
|
92.6 |
|
|
|
94.6 |
|
|
|
97.8 |
|
|
|
101.7 |
|
|
|
107.0 |
|
|
|
110.6 |
|
|
a The numbers disclosed are the equivalent full-time employees including both full
and part-time employees.
5. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Salaries and short-term benefits |
|
|
11.4 |
|
|
|
10.3 |
|
|
|
8.4 |
|
Termination benefits |
|
|
|
|
|
|
0.1 |
|
|
|
2.4 |
|
Post employment benefits |
|
|
1.4 |
|
|
|
1.8 |
|
|
|
2.3 |
|
Share-based payments |
|
|
5.3 |
|
|
|
2.6 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
18.1 |
|
|
|
14.8 |
|
|
|
16.7 |
|
|
More detailed information concerning directors remuneration, shareholdings, pension entitlements,
share options and other long-term incentive plans is shown in the audited part of the Report on
directors remuneration, which forms part of the consolidated financial statements.
Amounts paid to the groups retirement benefit plans are set out in note 23. 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 2011 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
£258m (2010: £301m, 2009: £296m) and the amount outstanding and payable for services at 31 March
2011 was £61m (2010: £65m, 2009: £89m). 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.
110
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Share-based payments
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Employee Sharesave Plan |
|
|
23 |
|
|
|
25 |
|
|
|
107 |
|
Allshare International Plan |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Employee Stock Purchase Plan |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
Incentive Share Plan |
|
|
37 |
|
|
|
29 |
|
|
|
18 |
|
Deferred Bonus Plan |
|
|
5 |
|
|
|
13 |
|
|
|
12 |
|
Retention Share Plan |
|
|
|
|
|
|
1 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
68 |
|
|
|
71 |
|
|
|
141 |
|
|
Share options
Employee Sharesave Plan
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 United States, 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.
Share plans
Incentive Share Plan, Deferred Bonus Plan and Retention Share 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 measures and if the participants are still employed by the group. In 2010 the
corporate performance measures for the ISP was amended. For all ISP awards made, 50% of each share
award is linked to a total shareholder return target (TSR) for a 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 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 prior to 2010, 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 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.
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.
In accordance with the terms of the ISP, DBP and RSP, dividends or dividend equivalents earned on
shares during the conditional periods are reinvested in company shares for the potential benefit of
the participants.
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 (UK allshare). In 2008 UK allshare was
replaced by free broadband for all BT employees in the UK. Employees outside the UK continued to
receive awards of shares where practicable (Allshare International), otherwise they received cash
awards equivalent to the value of free shares.
During 2011 9.2m directshare shares (2010: 13.7m directshare shares), were purchased by the
Trustee of the ESIP on behalf of 19,169 (2010: 19,730) employees at a total cost of £13.8m (2010:
£15.0m). A further 1.8m shares (2010: 1.0m shares) were purchased by the Trustee through dividend
reinvestment on behalf of 19,392 (2010: 20,120) allshare and directshare employee participants. At
31 March 2011, 79.3m shares (2010: 79.2m shares) were held in trust on behalf of 64,643
participants (2010: 68,444).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 111 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Share-based payments continued
Share option plans
Movements in share options during 2011, 2010 and 2009 are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Sharesave |
|
|
GSOP and GLOPa |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Movement in the number of share options |
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
millions |
|
|
|
Outstanding at the beginning of the year |
|
|
534 |
|
|
|
136 |
|
|
|
281 |
|
|
|
38 |
|
|
|
42 |
|
|
|
46 |
|
Granted |
|
|
78 |
|
|
|
490 |
|
|
|
339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(28 |
) |
|
|
(44 |
) |
|
|
(390 |
) |
|
|
(5 |
) |
|
|
(4 |
) |
|
|
(3 |
) |
Exercised |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Expired |
|
|
(14 |
) |
|
|
(47 |
) |
|
|
(14 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year |
|
|
567 |
|
|
|
534 |
|
|
|
136 |
|
|
|
29 |
|
|
|
38 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the year |
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
29 |
|
|
|
38 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year |
|
|
76 |
p |
|
|
160 |
p |
|
|
180 |
p |
|
|
255 |
p |
|
|
256 |
p |
|
|
257 |
p |
Granted |
|
|
107 |
p |
|
|
63 |
p |
|
|
135 |
p |
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
94 |
p |
|
|
107 |
p |
|
|
153 |
p |
|
|
325 |
p |
|
|
263 |
p |
|
|
199 |
p |
Exercised |
|
|
163 |
p |
|
|
125 |
p |
|
|
155 |
p |
|
|
|
|
|
|
|
|
|
|
196 |
p |
Expired |
|
|
175 |
p |
|
|
150 |
p |
|
|
178 |
p |
|
|
544 |
p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year |
|
|
77 |
p |
|
|
76 p |
|
|
|
160 |
p |
|
|
207 |
p |
|
|
255 p |
|
|
|
256 |
p |
|
|
|
|
|
|
|
|
|
Exercisable at the end of the year |
|
|
111 |
p |
|
|
163 |
p |
|
|
195 |
p |
|
|
207 |
p |
|
|
255 |
p |
|
|
256 |
p |
|
|
|
a |
The BT Group Global Share Option Plan (GSOP) and BT Group Legacy Option Plan
(GLOP) are legacy executive share option plans which are no longer operated. Options granted in
previous years were exercisable on the third anniversary of the date of grant. Options must be
exercised within 10 years of the original grant date. |
The weighted average share price for options exercised during 2011 was 181p (2010: 136p, 2009:
180p).
The following table summarises information relating to options outstanding and exercisable under
all share option plans at 31 March 2011, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
137p208p |
|
|
|
11 |
|
|
|
1 |
|
2012 |
|
|
68p262p |
|
|
|
133 |
|
|
|
|
|
2013 |
|
|
104p185p |
|
|
|
36 |
|
|
|
|
|
2014 |
|
|
61p111p |
|
|
|
341 |
|
|
|
|
|
2015 |
|
|
104p107p |
|
|
|
46 |
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
567 |
|
|
|
1 |
|
|
|
BT Group Legacy Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
2001-2011 |
|
|
318 p |
|
|
|
2 |
|
|
|
2 |
|
|
|
Total |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
BT Group Global Share Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
2004-2014 |
|
|
176p199.5p |
|
|
|
22 |
|
|
|
22 |
|
2005-2015 |
|
|
192p263p |
|
|
|
5 |
|
|
|
5 |
|
|
|
Total |
|
|
|
|
|
|
27 |
|
|
|
27 |
|
|
|
Total options |
|
|
|
|
|
|
596 |
|
|
|
30 |
|
|
112
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Share-based payments continued
The options outstanding under all share option plans at 31 March 2011 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 |
|
|
|
447 |
|
|
36 months |
|
|
176p200p |
|
|
|
198p |
|
|
|
27 |
|
|
40 months |
|
104p185p |
|
|
119p |
|
|
|
112 |
|
|
42 months |
|
|
215p318p |
|
|
|
302p |
|
|
|
2 |
|
|
9 months |
|
208p262p |
|
|
247p |
|
|
|
8 |
|
|
19 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
77p |
|
|
|
567 |
|
|
37 months |
|
|
|
|
|
|
207p |
|
|
|
29 |
|
|
38 months |
|
|
Executive share plans
Movements in executive share plans during 2011 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of shares |
|
|
|
ISP |
|
|
DBP |
|
|
RSP |
|
|
Total |
|
|
|
At 1 April 2010 |
|
|
99.2 |
|
|
|
14.3 |
|
|
|
1.2 |
|
|
|
114.7 |
|
Awards granted |
|
|
44.2 |
|
|
|
9.1 |
|
|
|
0.2 |
|
|
|
53.5 |
|
Awards vested |
|
|
|
|
|
|
(3.8 |
) |
|
|
(0.9 |
) |
|
|
(4.7 |
) |
Awards lapsed |
|
|
(34.2 |
) |
|
|
(1.8 |
) |
|
|
(0.2 |
) |
|
|
(36.2 |
) |
Dividend shares reinvested |
|
|
5.3 |
|
|
|
0.9 |
|
|
|
|
|
|
|
6.2 |
|
|
|
At 31 March 2011 |
|
|
114.5 |
|
|
|
18.7 |
|
|
|
0.3 |
|
|
|
133.5 |
|
|
At 31 March 2011, 0.3m shares (2010: 1.1m) were held in trust and 133.2m shares (2010: 113.6m) were
held in treasury for executive share plans.
Fair value
The following table summarises the fair values and key assumptions used for valuing grants made
under the Employee Sharesave plans and ISP in 2011, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
Employee |
|
|
|
|
|
|
Employee |
|
|
|
|
|
|
Employee |
|
|
|
|
Year ended 31 March |
|
Sharesave |
|
|
ISP |
|
|
Sharesave |
|
|
ISP |
|
|
Sharesave |
|
|
ISP |
|
|
|
Weighted average fair value |
|
|
34 |
p |
|
|
108 |
p |
|
|
14 |
p |
|
|
106 |
p |
|
|
27 |
p |
|
|
47 |
p |
Weighted average share price |
|
|
138 |
p |
|
|
134 |
p |
|
|
80 |
p |
|
|
131 |
p |
|
|
152 |
p |
|
|
199 |
p |
Weighted average exercise price |
|
|
107 |
p |
|
|
|
|
|
|
63 |
p |
|
|
|
|
|
|
135 |
p |
|
|
|
|
Expected dividend yield |
|
|
5.4%5.8 |
% |
|
|
5.4 |
% |
|
|
5.7%6.4 |
% |
|
|
6.5 |
% |
|
|
4.6%6.4 |
% |
|
|
4.9 |
% |
Risk free rates |
|
|
1.2%2.2 |
% |
|
|
1.2 |
% |
|
|
2.2%2.8 |
% |
|
|
2.5 |
% |
|
|
2.1%5.5 |
% |
|
|
5.2 |
% |
Expected volatility |
|
|
34.4%41.4 |
% |
|
|
34.4 |
% |
|
|
26.9%30.7 |
% |
|
|
38.5 |
% |
|
|
20.7%28.4 |
% |
|
|
23.3 |
% |
|
Employee Sharesave grants, under the BT Group Employee Sharesave and the BT Group International
Employee Sharesave option plans, are valued using a Binomial options 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 2011 was 163p (2010:
104p, 2009: 151p). The weighted average share price for DBP awards granted in 2011 was 131p (2010:
131p, 2009: 203p).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 113 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. 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 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
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 |
|
|
2,842 |
|
|
|
2,585 |
|
|
|
2,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-audit services |
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the companys auditor and its associates for other services: |
|
|
|
|
|
|
|
|
|
|
|
|
The audit of the companys subsidiaries pursuant to legislation |
|
|
4,636 |
|
|
|
4,732 |
|
|
|
4,675 |
|
Other services pursuant to legislation |
|
|
1,405 |
|
|
|
867 |
|
|
|
1,211 |
|
Tax services |
|
|
1,156 |
|
|
|
792 |
|
|
|
1,247 |
|
Services relating to corporate finance transactions |
|
|
|
|
|
|
|
|
|
|
32 |
|
All other services |
|
|
857 |
|
|
|
941 |
|
|
|
887 |
|
|
|
|
|
|
|
|
|
10,896 |
|
|
|
9,917 |
|
|
|
10,883 |
|
|
Audit services represent 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 represent 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 and comfort letters associated with the groups US debt shelf registration.
Tax services represent 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 represent 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 (2010: £41,000, 2009: £41,000).
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. In this context, non-audit services in the ordinary sense of the words are considered to
be those services that are not pursuant to legislation. As a proportion of the total fees this
represents 18% of the total fees in 2011 (2010: 17%, 2009: 20%).
114
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Specific items
The group separately identifies and discloses certain items by virtue of their size, nature or
incidence (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 91.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory settlementb |
|
|
|
|
|
|
52 |
|
|
|
|
|
BT Global Services contract and financial review charges |
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
(Profit) loss on disposal of a business |
|
|
|
|
|
|
(2 |
) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
BT Global Services restructuring chargesc |
|
|
192 |
|
|
|
301 |
|
|
|
280 |
|
Property rationalisation costs |
|
|
88 |
|
|
|
121 |
|
|
|
|
|
Intangible asset impairment chargesd |
|
|
49 |
|
|
|
|
|
|
|
|
|
Costs associated with settlement of open tax yearse |
|
|
|
|
|
|
5 |
|
|
|
|
|
BT Global Services contract and financial review charges |
|
|
|
|
|
|
|
|
|
|
1,598 |
|
Restructuring costs group transformation and reorganisation activities |
|
|
|
|
|
|
|
|
|
|
65 |
|
21CN asset impairment and related charge |
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
329 |
|
|
|
427 |
|
|
|
1,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on pension scheme liabilitiesf |
|
|
2,323 |
|
|
|
2,211 |
|
|
|
2,308 |
|
Expected return on pension scheme assetsf |
|
|
(2,244 |
) |
|
|
(1,932 |
) |
|
|
(2,621 |
) |
Interest income on settlement of open tax yearse |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
79 |
|
|
|
268 |
|
|
|
(313 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of results of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
(Profit) loss on disposal of interest in associateg |
|
|
(42 |
) |
|
|
12 |
|
|
|
|
|
Impact of renegotiated supply contracts on associateh |
|
|
|
|
|
|
(29 |
) |
|
|
|
|
Reassessment of carrying value of associate |
|
|
|
|
|
|
|
|
|
|
(36 |
) |
|
|
|
|
|
|
|
|
(42 |
) |
|
|
(17 |
) |
|
|
(36 |
) |
|
|
|
|
|
Net specific items charge before tax |
|
|
366 |
|
|
|
728 |
|
|
|
1,698 |
|
|
|
|
|
|
Tax credit on specific items above |
|
|
(72 |
) |
|
|
(190 |
) |
|
|
(414 |
) |
Tax charge (credit) in respect of settlement of open tax yearse |
|
|
5 |
|
|
|
(230 |
) |
|
|
|
|
Tax credit on re-measurement of deferred taxi |
|
|
(172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(239 |
) |
|
|
(420 |
) |
|
|
(414 |
) |
|
|
|
|
|
Net specific items charge after tax |
|
|
127 |
|
|
|
308 |
|
|
|
1,284 |
|
|
|
|
a |
In 2011 the group amended its definition of specific items. Comparatives for
2010 and 2009 have been re-presented to be on a consistent basis. See
page 91 for details. |
|
b |
In 2010 a charge of £52m was recognised reflecting an Ofcom determination in
relation to 2Mbps partial private circuits. |
|
c |
The main components of the BT Global Services restructuring charges recognised
in 2011, 2010 and 2009 were: |
|
|
|
Networks, products and procurement channels rationalisation charges of £41m (2010: £142m, 2009:
£183m) from rationalising legacy networks, including the associated systems and processes. 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 £129m (2010: £132m, 2009: £51m) principally comprising
leaver costs and property exit costs. |
|
|
|
|
Intangible asset impairments and other charges of £22m (2010: £27m; 2009: £46m). |
|
|
d |
In 2011 the group recognised goodwill impairment charges of £39m mainly relating
to an operational restructuring of a business acquired several years ago. In addition, intangible
asset impairments of £10m have been recognised relating to brands which are no longer in use. |
|
e |
In 2010 the group agreed substantially all outstanding tax matters with HMRC
relating to the 2008, 2007 and 2006 tax years. Specific items include a tax repayment of £230m and
associated interest of £11m on the repayment, and operating costs of £5m representing costs
associated with reaching the agreement. |
|
f |
See note 23 for more details. |
|
g |
In 2011 a profit of £42m arose on the disposal of a 6.5% interest in the groups
associate Tech Mahindra. In 2010 a loss of £12m arose on the disposal of an indirect interest in
Tech Mahindra. |
|
h |
In 2010 the group recognised a specific item credit of £29m in connection with
the £127m payment to its associate Tech Mahindra, as described in c above. |
|
i |
In 2011 a tax credit of £172m was recognised for the re-measurement of deferred
tax balances as a result of the change in the UK statutory corporation tax rate from 28% to 26%
effective in 2012. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 115 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. Finance expense and finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on listed bondsb,c |
|
|
775 |
|
|
|
806 |
|
|
|
777 |
|
Interest on finance leasesb |
|
|
18 |
|
|
|
18 |
|
|
|
25 |
|
Interest on other borrowingsb |
|
|
56 |
|
|
|
58 |
|
|
|
130 |
|
Unwinding of discount on provisionsb |
|
|
3 |
|
|
|
4 |
|
|
|
3 |
|
Fair value movements on derivativesd |
|
|
34 |
|
|
|
19 |
|
|
|
29 |
|
|
|
|
|
|
Finance expensee,f |
|
|
886 |
|
|
|
905 |
|
|
|
964 |
|
Less: amounts included in the cost of qualifying assetsg |
|
|
(6 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
Total finance expense before specific items |
|
|
880 |
|
|
|
902 |
|
|
|
964 |
|
|
|
|
|
|
Specific items (note 8) |
|
|
2,323 |
|
|
|
2,211 |
|
|
|
2,308 |
|
|
|
|
|
|
Total finance expense |
|
|
3,203 |
|
|
|
3,113 |
|
|
|
3,272 |
|
|
|
|
a |
In 2011 the group amended its definition of specific items to include net interest on
pensions due to its volatile nature. Comparatives have been re-presented to be on a consistent
basis. |
|
b |
Calculated using the effective interest rate method unless otherwise stated below. |
|
c |
Includes a net charge of £38m (2010: £44m, 2009: £25m) relating to fair value
movements on derivatives recycled from the cash flow reserve. |
|
d |
Includes a charge of £28m (2010: £9m, 2009: £nil) arising from restructuring certain
derivatives and £6m (2010: £10m, 2009: £29m) of fair value movements on derivatives not in a
designated hedge relationship. |
|
e |
Includes a net credit of £293m (2010: net credit of £451m, 2009: net charge of
£2,161m) relating to foreign exchange movements on loans and borrowings and a net charge of £293m
(2010: net charge of £451m, 2009: net credit of £2,161m) relating to fair value movements on
derivatives recycled from the cash flow reserve. The items generating these foreign exchange
movements are in designated hedge relationships. |
|
f |
Includes a net credit of £3m (2010: net credit of £29m, 2009: net charge of £39m)
relating to fair value movements arising on hedged items and net charge of £3m (2010: net charge of
£29m, 2009: net credit of £39m) relating to fair value movements arising on derivatives designated
as fair value hedges. |
|
g |
The weighted average capitalisation rate on general borrowings was 7.8% in 2011 (2010:
7.9%). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on available-for-sale investments |
|
|
9 |
|
|
|
5 |
|
|
|
14 |
|
Interest on loans and receivables |
|
|
7 |
|
|
|
7 |
|
|
|
17 |
|
Other interest and similar income |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance income before specific items |
|
|
35 |
|
|
|
12 |
|
|
|
31 |
|
|
|
|
|
|
Specific items (note 8) |
|
|
2,244 |
|
|
|
1,943 |
|
|
|
2,621 |
|
|
|
|
|
|
Total finance income |
|
|
2,279 |
|
|
|
1,955 |
|
|
|
2,652 |
|
|
|
|
a |
In 2011 the group amended its definition of specific items to include net interest on
pensions due to its volatile nature. Comparatives have been re-presented to be on a consistent
basis. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Net finance expense before specific items |
|
|
845 |
|
|
|
890 |
|
|
|
933 |
|
|
|
|
|
|
Specific items (note 8) |
|
|
79 |
|
|
|
268 |
|
|
|
(313 |
) |
|
|
|
|
|
Net finance expense |
|
|
924 |
|
|
|
1,158 |
|
|
|
620 |
|
|
116
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. Taxation
Analysis of taxation (expense) credit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
Corporation tax at 28% (2010: 28%, 2009: 28%) |
|
|
(197 |
) |
|
|
(161 |
) |
|
|
|
|
Adjustments in respect of prior periods |
|
|
(7 |
) |
|
|
204 |
|
|
|
50 |
|
Non UK taxation |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(40 |
) |
|
|
(31 |
) |
|
|
(48 |
) |
Adjustments in respect of prior periods |
|
|
11 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
Total current tax (expense) credit |
|
|
(233 |
) |
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
|
|
(184 |
) |
|
|
(53 |
) |
|
|
77 |
|
Adjustments in respect of prior periods |
|
|
32 |
|
|
|
63 |
|
|
|
(36 |
) |
Impact of change in UK corporation tax rate to 26% |
|
|
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax credit |
|
|
20 |
|
|
|
10 |
|
|
|
41 |
|
|
|
|
|
|
Total taxation (expense) credit |
|
|
(213 |
) |
|
|
22 |
|
|
|
53 |
|
|
Factors affecting taxation (expense) credit
The taxation (expense) credit 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
% |
|
|
£m |
|
|
% |
|
|
£m |
|
|
% |
|
|
|
Profit (loss) before taxation |
|
|
1,717 |
|
|
|
|
|
|
|
1,007 |
|
|
|
|
|
|
|
(244 |
) |
|
|
|
|
|
|
|
Expected taxation (expense) credit at UK rate of 28%
(2010: 28%, 2009: 28%) |
|
|
(481 |
) |
|
|
28.0 |
|
|
|
(282 |
) |
|
|
28.0 |
|
|
|
68 |
|
|
|
28.0 |
|
Effects of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non deductible depreciation and amortisation |
|
|
(15 |
) |
|
|
0.9 |
|
|
|
(18 |
) |
|
|
1.7 |
|
|
|
(27 |
) |
|
|
(11.0 |
) |
Non deductible (taxable) non UK losses (profits) |
|
|
(13 |
) |
|
|
0.8 |
|
|
|
(26 |
) |
|
|
2.6 |
|
|
|
24 |
|
|
|
9.8 |
|
Overseas losses utilised |
|
|
53 |
|
|
|
(3.1 |
) |
|
|
35 |
|
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
Higher (lower) taxes on non UK profits |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
0.1 |
|
|
|
9 |
|
|
|
3.7 |
|
Higher (lower) taxes on gain on disposal of business |
|
|
12 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
(1.6 |
) |
Other deferred tax assets not recognised |
|
|
(8 |
) |
|
|
0.4 |
|
|
|
(17 |
) |
|
|
1.6 |
|
|
|
(5 |
) |
|
|
(2.0 |
) |
Associates and joint ventures |
|
|
6 |
|
|
|
(0.3 |
) |
|
|
11 |
|
|
|
(1.1 |
) |
|
|
21 |
|
|
|
8.6 |
|
Adjustments in respect of prior periods |
|
|
36 |
|
|
|
(2.1 |
) |
|
|
37 |
|
|
|
(3.7 |
) |
|
|
24 |
|
|
|
9.8 |
|
Tax credit in respect of settlement of open tax years |
|
|
|
|
|
|
|
|
|
|
230 |
|
|
|
(22.9 |
) |
|
|
|
|
|
|
|
|
Re-measurement of deferred tax balances at 26% |
|
|
172 |
|
|
|
(10.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of the amendment to IFRS 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
(12.3 |
) |
Other |
|
|
26 |
|
|
|
(1.5 |
) |
|
|
53 |
|
|
|
(5.1 |
) |
|
|
(27 |
) |
|
|
(11.1 |
) |
|
|
|
Total taxation (expense) credit and effective tax rate |
|
|
(213 |
) |
|
|
12.4 |
|
|
|
22 |
|
|
|
(2.2 |
) |
|
|
53 |
|
|
|
21.9 |
|
Exclude specific items (note 8) |
|
|
(239 |
) |
|
|
|
|
|
|
(420 |
) |
|
|
|
|
|
|
(414 |
) |
|
|
|
|
|
|
|
Total taxation (expense) before specific items and
effective rate on profit before specific items |
|
|
(452 |
) |
|
|
21.7 |
|
|
|
(398 |
) |
|
|
22.9 |
|
|
|
(361 |
) |
|
|
24.8 |
|
|
Factors that may affect future tax charges
The rate of UK corporation tax changed from 28% to 26% on 1 April 2011. The UK government has also
indicated that it intends to enact future reductions in the corporation tax rate down to 23% by 1
April 2014.
Tax credit (expense) recognised directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Deferred tax credit (expense) relating to share-based payments |
|
|
91 |
|
|
|
19 |
|
|
|
(12 |
) |
|
|
|
|
|
Total taxation credit (expense) recognised directly in equity |
|
|
91 |
|
|
|
19 |
|
|
|
(12 |
) |
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 117 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. Taxation continued
Tax components of other comprehensive income
The tax (expense) credit relating to components of other comprehensive income is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
|
|
|
|
Tax |
|
|
|
|
|
|
Before |
|
|
(expense) |
|
|
After |
|
|
Before |
|
|
(expense) |
|
|
After |
|
|
Before |
|
|
(expense) |
|
|
After |
|
|
|
tax |
|
|
credit |
|
|
tax |
|
|
tax |
|
|
credit |
|
|
tax |
|
|
tax |
|
|
credit |
|
|
tax |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Actuarial
gains (losses) relating to retirement benefit obligations |
|
|
5,109 |
|
|
|
(1,534 |
) |
|
|
3,575 |
|
|
|
(4,324 |
) |
|
|
1,211 |
|
|
|
(3,113 |
) |
|
|
(7,037 |
) |
|
|
1,959 |
|
|
|
(5,078 |
) |
Exchange differences on translation of
foreign operations |
|
|
(140 |
) |
|
|
18 |
|
|
|
(122 |
) |
|
|
(119 |
) |
|
|
(20 |
) |
|
|
(139 |
) |
|
|
692 |
|
|
|
64 |
|
|
|
756 |
|
Fair value movements on available-for-sale assets |
|
|
15 |
|
|
|
|
|
|
|
15 |
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Fair value movements on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fair
value (losses) gains |
|
|
(347 |
) |
|
|
(124 |
) |
|
|
(471 |
) |
|
|
(1,067 |
) |
|
|
297 |
|
|
|
(770 |
) |
|
|
2,719 |
|
|
|
(766 |
) |
|
|
1,953 |
|
recognised in income and expense |
|
|
333 |
|
|
|
119 |
|
|
|
452 |
|
|
|
496 |
|
|
|
(139 |
) |
|
|
357 |
|
|
|
(2,144 |
) |
|
|
600 |
|
|
|
(1,544 |
) |
reclassified and reported in non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
1 |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
|
2 |
|
|
|
(3 |
) |
|
|
|
|
|
|
4,970 |
|
|
|
(1,521 |
) |
|
|
3,449 |
|
|
|
(5,011 |
) |
|
|
1,350 |
|
|
|
(3,661 |
) |
|
|
(5,770 |
) |
|
|
1,859 |
|
|
|
(3,911 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax credit (expense) |
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax (expense) credit |
|
|
|
|
|
|
(1,546 |
) |
|
|
|
|
|
|
|
|
|
|
1,352 |
|
|
|
|
|
|
|
|
|
|
|
1,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,521 |
) |
|
|
|
|
|
|
|
|
|
|
1,350 |
|
|
|
|
|
|
|
|
|
|
|
1,859 |
|
|
|
|
|
|
11. 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
shares have been taken into account where the impact of these is dilutive. Options over 81m shares
(2010: 138m shares, 2009: 158m shares) were excluded from the calculation of the total diluted
number of shares as the impact of these is antidilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
Profit (loss) attributable to equity shareholders of the parent (£m) |
|
|
1,502 |
|
|
|
1,028 |
|
|
|
(193 |
) |
|
|
|
|
|
Basic weighted average number of shares (millions) |
|
|
7,750 |
|
|
|
7,740 |
|
|
|
7,724 |
|
Dilutive shares from share options (millions) |
|
|
252 |
|
|
|
174 |
|
|
|
5 |
|
Dilutive shares held in trust (millions) |
|
|
114 |
|
|
|
74 |
|
|
|
42 |
|
|
|
|
|
|
Diluted weighted average number of shares (millions) |
|
|
8,116 |
|
|
|
7,988 |
|
|
|
7,771 |
|
|
|
|
|
|
Basic earnings (loss) per share |
|
|
19.4p |
|
|
|
13.3p |
|
|
|
(2.5)p |
|
Diluted earnings (loss) per share |
|
|
18.5p |
|
|
|
12.9p |
|
|
|
(2.5)p |
|
|
12. Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
|
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 |
|
|
4.6 |
|
|
|
357 |
|
|
|
1.1 |
|
|
|
85 |
|
|
|
10.4 |
|
|
|
804 |
|
Interim dividend paid in respect of the current year |
|
|
2.4 |
|
|
|
186 |
|
|
|
2.3 |
|
|
|
178 |
|
|
|
5.4 |
|
|
|
418 |
|
|
|
|
|
|
|
7.0 |
|
|
|
543 |
|
|
|
3.4 |
|
|
|
263 |
|
|
|
15.8 |
|
|
|
1,222 |
|
|
The Board recommends that a final dividend in respect of the year ended 31 March 2011 of 5.0p per
share will be paid to shareholders on 5 September 2011, taking the full year proposed dividend in
respect of the 2011 financial year to 7.4p (2010: 6.9p, 2009: 6.5p) which amounts to approximately
£574m (2010: £534m, 2009: £503m). This dividend is subject to approval by shareholders at the
Annual General Meeting and therefore the liability of approximately £388m (2010: £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 12 August 2011.
118
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brands, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
customer |
|
|
Telecommunication |
|
|
Internally |
|
|
|
|
|
|
|
|
|
|
|
|
|
relationships |
|
|
licences and |
|
|
developed |
|
|
Computer |
|
|
|
|
|
|
Goodwill |
|
|
and technology |
|
|
other |
|
|
software |
|
|
software |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
1,489 |
|
|
|
376 |
|
|
|
307 |
|
|
|
2,348 |
|
|
|
1,204 |
|
|
|
5,724 |
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585 |
|
|
|
44 |
|
|
|
629 |
|
Acquisitions through business
combinations |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Interest on qualifying assetsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Disposals and adjustments |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(6 |
) |
|
|
(362 |
) |
|
|
9 |
|
|
|
(364 |
) |
Exchange differences |
|
|
(56 |
) |
|
|
(16 |
) |
|
|
(11 |
) |
|
|
(5 |
) |
|
|
(16 |
) |
|
|
(104 |
) |
|
At 1 April 2010 |
|
|
1,432 |
|
|
|
357 |
|
|
|
290 |
|
|
|
2,568 |
|
|
|
1,241 |
|
|
|
5,888 |
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
435 |
|
|
|
65 |
|
|
|
500 |
|
Acquisitions through business
combinations |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
Interest on qualifying assetsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Disposals and adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(92 |
) |
|
|
(5 |
) |
|
|
(97 |
) |
Impairment chargesb |
|
|
(39 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49 |
) |
Exchange differences |
|
|
(42 |
) |
|
|
(9 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(58 |
) |
|
|
|
At 31 March 2011 |
|
|
1,357 |
|
|
|
338 |
|
|
|
288 |
|
|
|
2,913 |
|
|
|
1,298 |
|
|
|
6,194 |
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2009 |
|
|
|
|
|
|
153 |
|
|
|
156 |
|
|
|
739 |
|
|
|
888 |
|
|
|
1,936 |
|
Charge for the year |
|
|
|
|
|
|
54 |
|
|
|
15 |
|
|
|
559 |
|
|
|
107 |
|
|
|
735 |
|
Disposals and adjustments |
|
|
|
|
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(366 |
) |
|
|
(53 |
) |
|
|
(424 |
) |
Exchange differences |
|
|
|
|
|
|
(9 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(12 |
) |
|
|
(31 |
) |
|
At 1 April 2010 |
|
|
|
|
|
|
197 |
|
|
|
162 |
|
|
|
927 |
|
|
|
930 |
|
|
|
2,216 |
|
Charge for the year |
|
|
|
|
|
|
47 |
|
|
|
14 |
|
|
|
544 |
|
|
|
86 |
|
|
|
691 |
|
Disposals and adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
(4 |
) |
|
|
(95 |
) |
Exchange differences |
|
|
|
|
|
|
(2 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(7 |
) |
|
|
|
At 31 March 2011 |
|
|
|
|
|
|
242 |
|
|
|
175 |
|
|
|
1,379 |
|
|
|
1,009 |
|
|
|
2,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2011 |
|
|
1,357 |
|
|
|
96 |
|
|
|
113 |
|
|
|
1,534 |
|
|
|
289 |
|
|
|
3,389 |
|
|
At 31 March 2010 |
|
|
1,432 |
|
|
|
160 |
|
|
|
128 |
|
|
|
1,641 |
|
|
|
311 |
|
|
|
3,672 |
|
|
|
|
a |
Additions to internally generated software in 2011 includes interest capitalised at a
weighted average borrowing rate of 7.8% (2010: 7.9%). |
|
b |
See note 8 for details. |
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 BT Retails business units: 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 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 1 April 2010 |
|
|
1,172 |
|
|
|
65 |
|
|
|
61 |
|
|
|
21 |
|
|
|
113 |
|
|
|
1,432 |
|
Acquisitions through business combinations |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
Reclassifications |
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
15 |
|
|
|
|
|
Impairment chargesa |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39 |
) |
Exchange differences |
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(42 |
) |
|
|
|
At 31 March 2011 |
|
|
1,102 |
|
|
|
65 |
|
|
|
46 |
|
|
|
21 |
|
|
|
123 |
|
|
|
1,357 |
|
|
|
|
a |
The goodwill impairment charges recognised in 2011 mainly relate to an operational
restructuring of a business acquired several years ago. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 119 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. Intangible assets continued
The key assumptions used in performing the value in use calculations in 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
BT Consumer |
|
|
BT Business |
|
|
BT Ireland |
|
|
BT Enterprises |
|
|
Discount rate |
|
|
10.0% |
|
|
|
10.0% |
|
|
|
10.0% |
|
|
|
10.0% |
|
|
|
10.0% |
|
Perpetuity growth rate |
|
|
2.5% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
|
2.0% |
|
|
The key assumptions used in performing value in use calculations in 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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% |
|
|
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 growth, 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
£895m. The following changes in assumptions would cause the recoverable amount to fall below the
carrying value:
|
|
a reduction in the perpetuity growth rate from the 2.5% assumption applied to a revised
assumption of a 0.7% decline or more |
|
|
|
an increase in the discount rate from the 10.0%
assumption applied to a revised assumption of 12.2% or more |
|
|
|
a reduction in the projected
operating cash flows across five years by 25% or more. |
120
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. 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 2009 |
|
|
1,294 |
|
|
|
41,558 |
|
|
|
2,374 |
|
|
|
910 |
|
|
|
46,136 |
|
Additions |
|
|
22 |
|
|
|
254 |
|
|
|
144 |
|
|
|
1,441 |
|
|
|
1,861 |
|
Interest on qualifying assetsd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 1 April 2010 |
|
|
1,379 |
|
|
|
42,080 |
|
|
|
2,151 |
|
|
|
807 |
|
|
|
46,417 |
|
Additions |
|
|
11 |
|
|
|
197 |
|
|
|
180 |
|
|
|
1,690 |
|
|
|
2,078 |
|
Interest on qualifying assetsd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Transfers |
|
|
17 |
|
|
|
1,729 |
|
|
|
1 |
|
|
|
(1,747 |
) |
|
|
|
|
Disposals and adjustments |
|
|
(2 |
) |
|
|
(1,350 |
) |
|
|
(77 |
) |
|
|
(13 |
) |
|
|
(1,442 |
) |
Exchange differences |
|
|
(6 |
) |
|
|
(39 |
) |
|
|
(8 |
) |
|
|
(3 |
) |
|
|
(56 |
) |
|
|
At 31 March 2011 |
|
|
1,399 |
|
|
|
42,617 |
|
|
|
2,247 |
|
|
|
736 |
|
|
|
46,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 1 April 2010 |
|
|
725 |
|
|
|
29,201 |
|
|
|
1,706 |
|
|
|
|
|
|
|
31,632 |
|
Charge for the year |
|
|
63 |
|
|
|
2,019 |
|
|
|
206 |
|
|
|
|
|
|
|
2,288 |
|
Disposals and adjustments |
|
|
(13 |
) |
|
|
(1,316 |
) |
|
|
(98 |
) |
|
|
|
|
|
|
(1,427 |
) |
Exchange differences |
|
|
(3 |
) |
|
|
(24 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
(34 |
) |
|
|
At 31 March 2011 |
|
|
772 |
|
|
|
29,880 |
|
|
|
1,807 |
|
|
|
|
|
|
|
32,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2011 |
|
|
627 |
|
|
|
12,737 |
|
|
|
440 |
|
|
|
736 |
|
|
|
14,540 |
|
Engineering stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83 |
|
|
|
83 |
|
|
|
Total at 31 March 2011 |
|
|
627 |
|
|
|
12,737 |
|
|
|
440 |
|
|
|
819 |
|
|
|
14,623 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
a The carrying amount of land and buildings, including leasehold improvements, comprised: |
|
|
|
|
|
|
|
|
Freehold |
|
|
420 |
|
|
|
431 |
|
Long leases (over 50 years unexpired) |
|
|
34 |
|
|
|
33 |
|
Short leases |
|
|
173 |
|
|
|
190 |
|
|
Total land and buildings |
|
|
627 |
|
|
|
654 |
|
|
|
|
b |
The carrying amount of the groups property, plant and equipment includes an
amount of £140m (2010: £183m) in respect of assets held under finance leases, comprising land and
buildings of £71m (2010: £74m) and network infrastructure and equipment of £69m (2010: £109m). The
depreciation charge on those assets for 2011 was £33m (2010: £44m), comprising land and buildings
of £3m (2010: £3m) and network infrastructure and equipment of £30m (2010: £41m). |
|
c |
Other mainly comprises motor vehicles and computers. |
|
d |
Additions to assets in the course of construction in 2011 includes interest
capitalised at a weighted average borrowing rate of 7.8% (2010: 7.9%). |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 121 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. Property, plant and equipment continued
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
Additions to property, plant and equipment comprised: |
|
|
|
|
|
|
|
|
Land and buildings |
|
|
20 |
|
|
|
29 |
|
Network infrastructure and equipment |
|
|
|
|
|
|
|
|
Transmission equipment |
|
|
985 |
|
|
|
902 |
|
Exchange equipment |
|
|
43 |
|
|
|
29 |
|
Other network equipment |
|
|
851 |
|
|
|
753 |
|
Other |
|
|
|
|
|
|
|
|
Computers and office equipment |
|
|
92 |
|
|
|
115 |
|
Motor vehicles and other |
|
|
87 |
|
|
|
33 |
|
|
Total additions to property, plant and equipment |
|
|
2,078 |
|
|
|
1,861 |
|
Increase in engineering stores |
|
|
12 |
|
|
|
43 |
|
|
Total additions |
|
|
2,090 |
|
|
|
1,904 |
|
|
15. Investments
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
61 |
|
|
|
32 |
|
Loans and receivables |
|
|
|
|
|
|
32 |
|
|
|
|
|
61 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
1 |
|
|
|
258 |
|
Loans and receivables |
|
|
7 |
|
|
|
148 |
|
Fair value through profit and loss |
|
|
11 |
|
|
|
|
|
|
|
|
|
19 |
|
|
|
406 |
|
|
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 a US Dollar listed investment of £1m (2010: £nil)
and floating rate liquidity fund deposits denominated in Sterling of £nil (2010: £185m), Euros of
£nil (2010: £56m) and US Dollars of £nil (2010: £17m). Non-current assets include unlisted
investments of £27m (2010: £12m) which are measured at the lower of cost and net realisable value.
Loans and receivables
Loans and receivables mainly consist of term deposits denominated in Sterling with a fixed
interest rate.
122
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Cash at bank and in hand |
|
|
141 |
|
|
|
197 |
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
Loans and receivables |
|
|
|
|
|
|
|
|
UK deposits |
|
|
182 |
|
|
|
1,211 |
|
US deposits |
|
|
20 |
|
|
|
37 |
|
European deposits |
|
|
8 |
|
|
|
7 |
|
|
Total cash equivalents |
|
|
210 |
|
|
|
1,255 |
|
|
Total cash and cash equivalents |
|
|
351 |
|
|
|
1,452 |
|
Bank overdrafts |
|
|
(26 |
) |
|
|
(8 |
) |
|
Cash and cash equivalents per the cash flow statement |
|
|
325 |
|
|
|
1,444 |
|
|
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.
The groups cash at bank included restricted cash of £77m (2010: £54m), of which £59m (2010: £29m)
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 £18m (2010: £25m) were held in escrow accounts.
Cash and cash equivalents are primarily fixed rate financial assets held for periods ranging from
one day to three months.
17. Associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Non-current assets |
|
|
28 |
|
|
|
6 |
|
|
|
34 |
|
|
|
49 |
|
|
|
7 |
|
|
|
56 |
|
Current assets |
|
|
214 |
|
|
|
5 |
|
|
|
219 |
|
|
|
278 |
|
|
|
4 |
|
|
|
282 |
|
Current liabilities |
|
|
(43 |
) |
|
|
(1 |
) |
|
|
(44 |
) |
|
|
(77 |
) |
|
|
(2 |
) |
|
|
(79 |
) |
Non-current liabilities |
|
|
(45 |
) |
|
|
|
|
|
|
(45 |
) |
|
|
(64 |
) |
|
|
|
|
|
|
(64 |
) |
|
Share of net assets at 31 March |
|
|
154 |
|
|
|
10 |
|
|
|
164 |
|
|
|
186 |
|
|
|
9 |
|
|
|
195 |
|
|
Revenue |
|
|
263 |
|
|
|
22 |
|
|
|
285 |
|
|
|
298 |
|
|
|
14 |
|
|
|
312 |
|
Expenses |
|
|
(233 |
) |
|
|
(26 |
) |
|
|
(259 |
) |
|
|
(266 |
) |
|
|
(14 |
) |
|
|
(280 |
) |
Taxation |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
|
Share of post tax results before specific items |
|
|
25 |
|
|
|
(4 |
) |
|
|
21 |
|
|
|
25 |
|
|
|
|
|
|
|
25 |
|
Specific items (note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
Share of post tax results |
|
|
25 |
|
|
|
(4 |
) |
|
|
21 |
|
|
|
54 |
|
|
|
|
|
|
|
54 |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 123 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. Associates and joint ventures continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
Joint ventures |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2009 |
|
|
123 |
|
|
|
9 |
|
|
|
132 |
|
Share of post tax profit |
|
|
54 |
|
|
|
|
|
|
|
54 |
|
Additions |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Disposals |
|
|
(12 |
) |
|
|
|
|
|
|
(12 |
) |
Dividends received |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Exchange differences and other |
|
|
21 |
|
|
|
|
|
|
|
21 |
|
|
|
At 1 April 2010 |
|
|
186 |
|
|
|
9 |
|
|
|
195 |
|
Share of post tax profit (loss) |
|
|
25 |
|
|
|
(4 |
) |
|
|
21 |
|
Additions |
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Disposals |
|
|
(42 |
) |
|
|
|
|
|
|
(42 |
) |
Dividends received |
|
|
(7 |
) |
|
|
|
|
|
|
(7 |
) |
Exchange differences |
|
|
(8 |
) |
|
|
1 |
|
|
|
(7 |
) |
|
|
At 31 March 2011 |
|
|
154 |
|
|
|
10 |
|
|
|
164 |
|
|
At 31 March 2011 the fair value of the groups investments in associates and joint ventures for
which published price quotations are available was £279m (2010: £473m). Details of the groups
principal associate at 31 March 2011 are set out on page 155.
18. Inventories
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Consumables |
|
|
28 |
|
|
|
30 |
|
Work in progress |
|
|
46 |
|
|
|
43 |
|
Finished goods |
|
|
47 |
|
|
|
34 |
|
|
|
|
|
121 |
|
|
|
107 |
|
|
19. Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Current |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
1,770 |
|
|
|
1,937 |
|
Prepayments |
|
|
570 |
|
|
|
549 |
|
Accrued income |
|
|
788 |
|
|
|
1,010 |
|
Other receivables |
|
|
204 |
|
|
|
200 |
|
|
|
|
|
3,332 |
|
|
|
3,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
Non-current |
|
|
|
|
|
|
|
|
Other assetsa |
|
|
286 |
|
|
|
336 |
|
|
|
|
|
a Other assets mainly represent costs relating to the initial set up, transition or
transformation phase of long-term networked IT services contracts. At 31 March 2011 the balance was
£249m (2010: £294m).
Other assets also include prepayments of £37m (2010: £42m). |
Trade receivables are stated after deducting allowances for doubtful debts, as follows:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
At 1 April |
|
|
219 |
|
|
|
246 |
|
Expense |
|
|
112 |
|
|
|
155 |
|
Utilised |
|
|
(136 |
) |
|
|
(183 |
) |
Exchange differences |
|
|
(3 |
) |
|
|
1 |
|
|
At 31 March |
|
|
192 |
|
|
|
219 |
|
|
124
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. Trade and other receivables continued
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 |
|
|
2011 |
|
|
967 |
|
|
|
127 |
|
|
|
461 |
|
|
|
93 |
|
|
|
71 |
|
|
|
51 |
|
|
|
1,770 |
|
2010 |
|
|
1,257 |
|
|
|
51 |
|
|
|
426 |
|
|
|
98 |
|
|
|
60 |
|
|
|
45 |
|
|
|
1,937 |
|
|
Gross trade receivables which have been specifically impaired amounted to £193m (2010: £130m).
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.
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
BT Global Services |
|
|
674 |
|
|
|
867 |
|
BT Retail |
|
|
178 |
|
|
|
228 |
|
BT Wholesale |
|
|
82 |
|
|
|
127 |
|
Openreach |
|
|
25 |
|
|
|
27 |
|
Other |
|
|
8 |
|
|
|
8 |
|
|
Total trade receivables not past due |
|
|
967 |
|
|
|
1,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
BT Global Services |
|
|
422 |
|
|
|
633 |
|
BT Retail |
|
|
138 |
|
|
|
148 |
|
BT Wholesale |
|
|
176 |
|
|
|
182 |
|
Openreach |
|
|
47 |
|
|
|
44 |
|
Other |
|
|
5 |
|
|
|
3 |
|
|
Total accrued income |
|
|
788 |
|
|
|
1,010 |
|
|
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 £29m (2010: £25m).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 125 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Loans and other borrowings
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
US Dollar 9.375% bonds December 2010 (2010: 9.125%, minimum 8.125%a)b |
|
|
|
|
|
|
1,951 |
|
Euro 7.87% bonds February 2011 (2010: 7.87%, minimum 6.875%a)b |
|
|
|
|
|
|
1,015 |
|
US Dollar 5.15% bonds January 2013b |
|
|
537 |
|
|
|
566 |
|
Euro 5.25% bonds January 2013b |
|
|
898 |
|
|
|
902 |
|
Euro 5.25% bonds June 2014b |
|
|
693 |
|
|
|
696 |
|
Euro 6.125% bonds July 2014a,d |
|
|
557 |
|
|
|
561 |
|
Euro 6.5% bonds July 2015b |
|
|
930 |
|
|
|
935 |
|
Sterling 8.75% bonds December 2016 (2010: 8.5%, minimum 7.5%a) |
|
|
715 |
|
|
|
715 |
|
Sterling 6.625% bonds June 2017b |
|
|
525 |
|
|
|
525 |
|
US Dollar 5.95% bonds January 2018b |
|
|
695 |
|
|
|
734 |
|
Sterling 8.625% bonds 2020 |
|
|
298 |
|
|
|
298 |
|
Sterling 3.5% index linked bonds April 2025 |
|
|
340 |
|
|
|
325 |
|
Sterling 5.75% bonds December 2028c |
|
|
605 |
|
|
|
602 |
|
US Dollar 9.875% bonds December 2030 (2010: 9.625%, minimum 8.625%a)b |
|
|
1,714 |
|
|
|
1,811 |
|
Sterling 6.375% bonds June 2037b |
|
|
521 |
|
|
|
521 |
|
|
Total listed bonds |
|
|
9,028 |
|
|
|
12,157 |
|
|
Finance leases |
|
|
294 |
|
|
|
304 |
|
|
Sterling 6.35% bank loan due August 2012 |
|
|
312 |
|
|
|
312 |
|
Other loans |
|
|
125 |
|
|
|
10 |
|
Commercial papere |
|
|
71 |
|
|
|
|
|
Bank overdrafts (see note 16) |
|
|
26 |
|
|
|
8 |
|
|
Total other loans and borrowings |
|
|
534 |
|
|
|
330 |
|
|
Total loans and borrowings |
|
|
9,856 |
|
|
|
12,791 |
|
|
|
|
|
a The interest rate payable on these bonds will be subject to adjustment from time
to time if either Moodys or Standard & 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 payable on the bonds and the spread applicable to the floating rate bonds will
be increased by 0.25% for each ratings category adjustment by each ratings agency. In addition, if
Moodys or S&P subsequently increase the ratings ascribed to the groups senior unsecured debt,
then the interest rate 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-. At the next coupon date in 2011 the rate payable on these bonds increased by 0.25 percentage
points. |
|
b Hedged in a designated cash flow hedge. |
|
c Hedged in a designated fair value hedge. |
|
d
The interest rate payable on this bond attracts an additional 1.25% for a downgrade by
one credit rating category by either or both Moodys and S&P below Baa3/BBB- respectively. |
|
e
Commercial paper is denominated in Euros of £56m (2010: £nil) and US Dollars of £15m
(2010: £nil). |
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 accrued
interest and current fair value adjustments to the relevant loans or borrowings. 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 2011 and 2010 were unsecured.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
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 |
|
|
485 |
|
|
|
(266 |
) |
|
|
219 |
|
|
|
3,269 |
|
|
|
(737 |
) |
|
|
2,532 |
|
|
Between one and two years |
|
|
1,747 |
|
|
|
(66 |
) |
|
|
1,681 |
|
|
|
18 |
|
|
|
|
|
|
|
18 |
|
Between two and three years |
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
|
1,763 |
|
|
|
(313 |
) |
|
|
1,450 |
|
Between three and four years |
|
|
1,209 |
|
|
|
(48 |
) |
|
|
1,161 |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
|
Between four and five years |
|
|
901 |
|
|
|
(94 |
) |
|
|
807 |
|
|
|
1,213 |
|
|
|
(177 |
) |
|
|
1,036 |
|
After five years |
|
|
5,507 |
|
|
|
(198 |
) |
|
|
5,309 |
|
|
|
6,523 |
|
|
|
(431 |
) |
|
|
6,092 |
|
|
Total due for repayment after more than one year |
|
|
9,374 |
|
|
|
(406 |
) |
|
|
8,968 |
|
|
|
9,528 |
|
|
|
(921 |
) |
|
|
8,607 |
|
|
Total repayments |
|
|
9,859 |
|
|
|
(672 |
) |
|
|
9,187 |
|
|
|
12,797 |
|
|
|
(1,658 |
) |
|
|
11,139 |
|
Fair value adjustments for hedged risk |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
Total loans and other borrowings |
|
|
9,856 |
|
|
|
|
|
|
|
|
|
|
|
12,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
126
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. Loans and other borrowings continued
As noted on page 126, the principal repayments of loans and borrowings at hedged rates amounted
to £9,187m (2010: £11,139m). 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
interest |
|
|
interest |
|
|
Total |
|
|
interest |
|
|
interest |
|
|
Total |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Sterling |
|
|
7,954 |
|
|
|
913 |
|
|
|
8,867 |
|
|
|
10,110 |
|
|
|
835 |
|
|
|
10,945 |
|
Euro |
|
|
|
|
|
|
283 |
|
|
|
283 |
|
|
|
|
|
|
|
184 |
|
|
|
184 |
|
US Dollar |
|
|
18 |
|
|
|
2 |
|
|
|
20 |
|
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Other |
|
|
|
|
|
|
17 |
|
|
|
17 |
|
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
Total |
|
|
7,972 |
|
|
|
1,215 |
|
|
|
9,187 |
|
|
|
10,110 |
|
|
|
1,029 |
|
|
|
11,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average effective fixed interest rate
Sterling |
|
|
7.4% |
|
|
|
|
|
|
|
|
|
|
|
8.0% |
|
|
|
|
|
|
|
|
|
|
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.
Obligations under finance leases at the balance sheet date are analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
Repayment of outstanding |
|
|
|
Minimum lease payments |
|
|
lease obligations |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Amounts payable under finance leases: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
|
19 |
|
|
|
33 |
|
|
|
2 |
|
|
|
16 |
|
In the second to fifth years inclusive |
|
|
128 |
|
|
|
119 |
|
|
|
57 |
|
|
|
48 |
|
After five years |
|
|
513 |
|
|
|
535 |
|
|
|
235 |
|
|
|
240 |
|
|
|
|
|
660 |
|
|
|
687 |
|
|
|
294 |
|
|
|
304 |
|
|
Less: future finance charges |
|
|
(366 |
) |
|
|
(383 |
) |
|
|
|
|
|
|
|
|
|
Total finance lease obligations |
|
|
294 |
|
|
|
304 |
|
|
|
294 |
|
|
|
304 |
|
|
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.
21. Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
|
|
|
265 |
|
|
|
|
|
|
|
361 |
|
Cross currency swaps |
|
|
622 |
|
|
|
29 |
|
|
|
1,571 |
|
|
|
30 |
|
Forward foreign exchange rate contracts |
|
|
4 |
|
|
|
6 |
|
|
|
23 |
|
|
|
4 |
|
|
|
|
|
626 |
|
|
|
300 |
|
|
|
1,594 |
|
|
|
395 |
|
|
Fair value hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
4 |
|
|
|
2 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
4 |
|
|
|
2 |
|
|
|
|
|
|
|
6 |
|
|
Derivatives not in a formal
hedge relationship |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
99 |
|
|
|
267 |
|
|
|
106 |
|
|
|
295 |
|
Cross currency swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Forward foreign exchange rate contracts |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
103 |
|
|
|
267 |
|
|
|
106 |
|
|
|
298 |
|
|
|
|
|
733 |
|
|
|
569 |
|
|
|
1,700 |
|
|
|
699 |
|
|
For a further description of the groups derivative financial instruments and hedge designations, see note 29.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 127 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Derivative financial instruments continued
The maturity of derivative financial instruments is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Within one year or on demand |
|
|
108 |
|
|
|
62 |
|
|
|
624 |
|
|
|
166 |
|
|
Current |
|
|
108 |
|
|
|
62 |
|
|
|
624 |
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Between one and two years |
|
|
71 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
Between two and three years |
|
|
|
|
|
|
|
|
|
|
211 |
|
|
|
|
|
Between three and four years |
|
|
66 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
Between four and five years |
|
|
73 |
|
|
|
|
|
|
|
222 |
|
|
|
128 |
|
After five years |
|
|
415 |
|
|
|
398 |
|
|
|
643 |
|
|
|
405 |
|
|
Non-current |
|
|
625 |
|
|
|
507 |
|
|
|
1,076 |
|
|
|
533 |
|
|
Total |
|
|
733 |
|
|
|
569 |
|
|
|
1,700 |
|
|
|
699 |
|
|
22. Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Current |
|
|
|
|
|
|
|
|
Trade payables |
|
|
3,250 |
|
|
|
3,668 |
|
Other taxation and social security |
|
|
485 |
|
|
|
516 |
|
Other payables |
|
|
530 |
|
|
|
506 |
|
Accrued expenses |
|
|
505 |
|
|
|
498 |
|
Deferred income |
|
|
1,344 |
|
|
|
1,343 |
|
|
|
|
|
6,114 |
|
|
|
6,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Non-currenta |
|
|
|
|
|
|
|
|
Other payables |
|
|
762 |
|
|
|
734 |
|
Deferred income |
|
|
69 |
|
|
|
70 |
|
|
|
|
|
831 |
|
|
|
804 |
|
|
|
|
a |
Non-current payables mainly relate to operating lease liabilities and deferred
gains on a prior period sale and finance leaseback transaction. |
128
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans
Background
The group has both defined benefit and defined contribution retirement benefit plans.
The groups main plans are in the UK. The BTPS is a defined benefit plan which has been closed to
new entrants since 31 March 2001. Subsequent to that date new entrants have been able to join a
defined contribution plan, initially the BT Retirement Plan (BTRP) and since 1 April 2009 the BT
Retirement Saving Scheme (BTRSS), a contract-based defined contribution arrangement, to which BTRP
members were invited to transfer their accumulated assets.
A defined contribution plan is a pension arrangement under which both the company and participating
members pay fixed contributions to an independently administered fund. Pension benefits for members
of the plan are linked to contributions paid, the performance of each individuals chosen
investments and the annuity rates at retirement. The income statement charge in respect of defined
contribution plans represents the contribution payable by the group based upon a fixed percentage
of employees pay. The company has no exposure to investment and other experience risks.
A defined benefit plan is a pension arrangement under which participating members receive a pension
benefit at retirement dependent on factors such as age, years of service and pensionable pay.
Benefits are determined by the scheme rules and are not dependent upon actual contributions made by
the company or members. The plan is administered by an independent trustee who is responsible for
ensuring that the plan is sufficiently funded to meet current and future benefit payments and
therefore must agree with the sponsoring company a funding plan for additional company
contributions where it is estimated that the benefits will not be met from regular contributions
and expected investment returns. The company is exposed to investment and other experience risks.
The membership of the BTPS is shown below:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Number |
|
|
Number |
|
At 31 March |
|
of members |
|
|
of members |
|
|
Active members |
|
|
51,000 |
|
|
|
55,000 |
|
Deferred members |
|
|
88,500 |
|
|
|
93,000 |
|
Pensioners |
|
|
188,000 |
|
|
|
185,000 |
|
|
Total membership |
|
|
327,500 |
|
|
|
333,000 |
|
|
Since 1 April 2009, active BTPS members accrue benefits based upon a career average revalued
earnings (CARE) basis and a normal pensionable age of 65. Pensionable service prior to that date
entitles scheme members to benefits based upon their final salary and a normal pensionable age of
60. On a CARE basis, rather than being based upon final salary, benefits are built up based upon
earnings in each year and the benefit accrued for each year is increased by the lower of inflation
or the individuals actual pay increase in each year to retirement. Under the scheme rules, pension
benefits are increased in line with inflation (see below for details).
BT Pension Scheme Trustees Limited (the Trustee) 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.
Further details of the governance of the BTPS, its financial position and performance of
investments, and a summary of member benefits are available in the BTPS Annual Report published by
the Trustee in June each year.
Amounts recognised in the income statement in respect of the groups pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
Recognised in the income statement before specific items |
|
|
|
|
|
|
|
|
|
|
|
|
Current service cost defined benefit plans |
|
|
297 |
|
|
|
206 |
|
|
|
459 |
|
defined contribution plans |
|
|
119 |
|
|
|
98 |
|
|
|
85 |
|
|
Total operating charge |
|
|
416 |
|
|
|
304 |
|
|
|
544 |
|
|
Specific items (note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on pension plan assets |
|
|
(2,244 |
) |
|
|
(1,932 |
) |
|
|
(2,621 |
) |
Interest expense on pension plan liabilities |
|
|
2,323 |
|
|
|
2,211 |
|
|
|
2,308 |
|
|
Net interest expense (income) included in specific items |
|
|
79 |
|
|
|
279 |
|
|
|
(313 |
) |
|
Total recognised in the income statement |
|
|
495 |
|
|
|
583 |
|
|
|
231 |
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 129 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
The current service cost that will be recognised in the income statement in 2012 relating to
defined benefit plans is estimated to be around £25m lower than in 2011, derived from market
conditions at 1 April 2011. The net interest income, within specific items, is estimated to be
around £200m in 2012, an improvement of around £280m. Subsequent changes in market conditions
during 2012 will be reflected as actuarial gains or losses in the Group statement of comprehensive
income.
£6m (2010: £6m, 2009: £4m) of contributions to defined contribution plans were outstanding at 31
March 2011.
Defined benefit plans
Balance sheet position in respect of defined benefit plans IAS 19
The net pension obligation is set out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
Present |
|
|
|
|
|
|
|
|
|
|
value |
|
|
|
|
|
|
|
|
|
|
value |
|
|
|
|
|
|
Assets |
|
|
of liabilities |
|
|
Deficit |
|
|
Assets |
|
|
of liabilities |
|
|
Deficit |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
BTPS |
|
|
37,034 |
|
|
|
(38,715 |
) |
|
|
(1,681 |
) |
|
|
35,278 |
|
|
|
(43,018 |
) |
|
|
(7,740 |
) |
Other plansa |
|
|
188 |
|
|
|
(337 |
) |
|
|
(149 |
) |
|
|
151 |
|
|
|
(275 |
) |
|
|
(124 |
) |
|
Retirement benefit obligation |
|
|
37,222 |
|
|
|
(39,052 |
) |
|
|
(1,830 |
) |
|
|
35,429 |
|
|
|
(43,293 |
) |
|
|
(7,864 |
) |
Deferred tax asset |
|
|
|
|
|
|
|
|
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
2,193 |
|
|
Net pension obligation |
|
|
|
|
|
|
|
|
|
|
(1,370 |
) |
|
|
|
|
|
|
|
|
|
|
(5,671 |
) |
|
|
|
|
a
Included in the present value of liabilities of other schemes is £70m (2010: £54m)
related to unfunded pension arrangements. |
Measurement of scheme assets IAS 19
Scheme assets are measured at the bid market value at the balance sheet date.
The fair values of the assets of the BTPS analysed by asset category and the assumptions for the
expected long-term rate of return on assets at 31 March were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Expected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected |
|
|
|
|
|
|
|
|
|
long-term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term |
|
|
|
|
|
|
|
|
|
rate of return |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rate of return |
|
|
|
|
|
|
|
|
|
(per annum) |
|
|
Asset fair value |
b |
|
Target |
|
|
(per annum) |
|
|
Asset fair value |
b |
|
Target |
|
At 31 March |
|
% |
|
|
£bn |
|
|
% |
|
|
% |
|
|
% |
|
|
£bn |
|
|
% |
|
|
% |
|
|
UK equities |
|
|
7.9 |
|
|
|
3.2 |
|
|
|
8 |
|
|
|
9 |
|
|
|
8.5 |
|
|
|
3.6 |
|
|
|
10 |
|
|
|
11 |
|
Non UK equities |
|
|
7.9 |
|
|
|
8.2 |
|
|
|
22 |
|
|
|
22 |
|
|
|
8.5 |
|
|
|
7.5 |
|
|
|
21 |
|
|
|
22 |
|
Fixed-interest securities |
|
|
5.0 |
|
|
|
4.4 |
|
|
|
12 |
|
|
|
22 |
|
|
|
5.0 |
|
|
|
5.9 |
|
|
|
17 |
|
|
|
20 |
|
Index-linked securities |
|
|
4.1 |
|
|
|
5.9 |
|
|
|
16 |
|
|
|
15 |
|
|
|
4.2 |
|
|
|
5.8 |
|
|
|
16 |
|
|
|
15 |
|
Property |
|
|
7.0 |
|
|
|
3.9 |
|
|
|
11 |
|
|
|
11 |
|
|
|
7.7 |
|
|
|
3.8 |
|
|
|
11 |
|
|
|
12 |
|
Alternative assetsa |
|
|
6.7 |
|
|
|
7.3 |
|
|
|
20 |
|
|
|
21 |
|
|
|
6.9 |
|
|
|
5.9 |
|
|
|
17 |
|
|
|
20 |
|
Cash and other |
|
|
3.6 |
|
|
|
4.1 |
|
|
|
11 |
|
|
|
|
|
|
|
4.2 |
|
|
|
2.8 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
6.35 |
|
|
|
37.0 |
|
|
|
100 |
|
|
|
100 |
|
|
|
6.50 |
|
|
|
35.3 |
|
|
|
100 |
|
|
|
100 |
|
|
|
|
|
a
Alternative asset classes include commodities, hedge funds, private equity,
infrastructure and credit opportunities. |
|
b
At 31 March 2011 and 31 March 2010, the schemes assets did not include any ordinary
shares of the company. However, the scheme held £10m (2010: £52m) of bonds and £7m (2010: £6m) of
index-linked bonds issued by the group. The group occupies two (2010: four) properties owned by the
BTPS on which an annual rental of £0.1m is payable (2010: £0.2m). |
Expected long-term return on assets IAS 19
The expected long-term rate of return on assets does not affect the level of the obligation but
does affect the expected return on pension scheme assets reported in the income statement as a
specific item.
The expected returns on fixed-interest and index-linked securities are based on the gross
redemption yields at the start of the year which assume that the security is held to maturity.
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.
130
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
Asset allocation
The target allocation of assets between different classes of investment is reviewed regularly and
is a key factor in the Trustees investment policy. The Trustees main investment objective is to
ensure that over the long-term, and after allowing for all future income, the BTPS will have
sufficient liquid resources to meet the cost of benefit payments as they fall due. The targets set
reflect the Trustees views on the appropriate balance to be struck between seeking returns and
incurring risk, and on the extent to which the assets should be distributed to match 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 target, for example, by using stock
index future contracts. The BTPS also uses financial instruments to manage interest rate risk,
liquidity risk and foreign currency risk.
The Trustee reports on investment performance against a target benchmark which is based on the
target asset mix and the market returns for each asset class. BTPS performance against the
benchmark for the periods to 31 December 2010 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target |
|
|
Actual |
|
|
Over/(under) |
|
|
|
benchmark |
|
|
BTPS |
|
|
performance |
|
|
|
return |
|
|
return |
|
|
return |
|
Period ending 31 December 2010 |
|
% |
|
|
% |
|
|
% |
|
|
1 year |
|
|
10.7 |
|
|
|
11.8 |
|
|
|
1.1 |
|
3 years |
|
|
(0.2 |
) |
|
|
1.1 |
|
|
|
1.3 |
|
10 years |
|
|
4.1 |
|
|
|
5.1 |
|
|
|
1.0 |
|
|
Further commentary on investment performance is provided in the Report by the Trustee in the
BTPS Annual Report.
Measurement of scheme liabilities IAS 19
The liabilities of the BTPS are measured as the present value of the best estimate of future cash
flows to be paid out by the scheme using the projected unit credit method. The present value of
scheme liabilities is calculated by estimating future benefit payments, including allowance for
benefits to increase with inflation and projected salary levels, and discounting the resulting cash
flows.
Principal assumptions used to measure BTPS liabilities
The estimated average duration of BTPS liabilities is 15 years (2010: 15 years) and the benefits
payable by the BTPS are expected to be paid over more than 60 years as shown in the following
graph:
The expected future benefit payments are based on a number of assumptions including future
inflation, retirement ages, benefit options chosen and life expectancy and are therefore inherently
uncertain. Sensitivities are set out below. Actual benefit payments in a given year may be higher
or lower, for example if members retire sooner or later than assumed, or take more or less cash
lump sum at retirement.
The rate of inflation influences the assumptions for salary and pension increases. In assessing the
appropriate assumption for pension increases, management have considered the announcement in July
2010 by the UK Government that the Consumer Prices Index (CPI), rather than the Retail Prices Index
(RPI), will be used as the basis for determining the rate of inflation for the statutory minimum
rate of revaluation and indexation of occupational pension rights. Under the scheme rules the
Governments decision has the following impact with effect for increases after 1 April 2011:
|
|
members who commenced employment prior to 1 April 1986 CPI will be used to revalue
preserved pensions of deferred members and for the rate of inflationary increase applied to
pensions in payment |
|
|
|
members who commenced employment on or after 1 April 1986 CPI will
be used to revalue preserved pensions of deferred members and RPI will continue to be used for
inflationary increases to pensions in payment. |
The Governments decision does not affect the accrual of benefits for employees while they are
active members of the scheme for whom benefits accrue on a CARE basis that is linked to RPI.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 131 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
The assumption for RPI has been assessed by reference to yields on long-term fixed interest and
index-linked Government bonds and has regard to Bank of England published inflationary
expectations. CPI is assessed at a margin below RPI taking into account long-term trends. The
impact of using CPI instead of RPI is to reduce BTPS liabilities at 31 March 2011 by £3.5bn. In
determining the most appropriate manner by which to reflect the impact of the change on the scheme
liabilities, the directors have had regard to the UITF Abstract 48 Accounting implications of the
replacement of the Retail Prices Index with the Consumer Prices Index for retirement benefits
issued by the Urgent Issues Task Force of the UK Accounting Standards Board in December 2010. The
Abstract states that, where the obligation is to pay pensions with increases based on a general
measure of inflation rather than a measure linked specifically to RPI, a change in the inflation
assumption represents an actuarial gain or loss rather than a cost relating to past service of
employees. Accordingly, the gain on re-measurement of the liabilities of the BTPS to reflect CPI as
the inflation measure is recorded as an actuarial gain in comprehensive income in 2011.
The key financial assumptions used to measure the liabilities of the BTPS under IAS 19 at 31 March
2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal rates (per annum) |
|
|
Real rates (per annum) |
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
At 31 March |
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
Rate used to discount liabilities |
|
|
5.50 |
|
|
|
5.50 |
|
|
|
6.85 |
|
|
|
2.03 |
|
|
|
1.83 |
|
|
|
3.84 |
|
Inflation increase in RPI |
|
|
3.40 |
|
|
|
3.60 |
|
|
|
2.90 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
Inflation increase in CPI |
|
|
2.40 |
a |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
Average future increases in wages and salaries |
|
|
3.40 |
|
|
|
3.60 |
|
|
|
2.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a
There is a short-term reduction in CPI of 0.5% for one year. |
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 nominal rate is used to discount the future expected benefit payments. The
real rate is shown as a comparator to inflation.
The average life expectancy assumptions, after retirement at 60 years of age, are as follows:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Number of |
|
|
Number of |
|
At 31 March |
|
years |
|
|
years |
|
|
Male in lower pay bracket |
|
|
25.3 |
|
|
|
25.2 |
|
Male in higher pay bracket |
|
|
27.6 |
|
|
|
27.4 |
|
Female |
|
|
28.2 |
|
|
|
28.1 |
|
Average improvement for a member retiring at age 60 in 10 years time |
|
|
1.1 |
|
|
|
1.1 |
|
|
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 it is considered appropriate for the life expectancy assumptions adopted to take into
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.
Sensitivity analysis of the principal assumptions used to measure BTPS liabilities
The assumed discount rate, inflation, salary increases and life expectancy all have a significant
effect on the measurement of scheme liabilities. The following table shows the sensitivity of the
valuation of the pension liability, and of the estimated income statement charge for 2012, to
changes in these assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) |
|
|
|
Decrease |
|
|
Decrease |
|
|
increase in |
|
|
|
(increase) in |
|
|
(increase) in |
|
|
net finance |
|
|
|
liability |
|
|
service cost |
|
|
income |
|
|
|
£bn |
|
|
£m |
|
|
£m |
|
|
0.25 percentage point increase to: |
|
|
|
|
|
|
|
|
|
|
|
|
discount rate |
|
|
1.4 |
|
|
|
15 |
|
|
|
|
|
inflation rate (RPI) |
|
|
(0.5 |
) |
|
|
(15 |
) |
|
|
45 |
|
salary increases |
|
|
(0.2 |
) |
|
|
(5 |
) |
|
|
(15 |
) |
Additional one year increase to life expectancy |
|
|
(1.0 |
) |
|
|
(5 |
) |
|
|
(55 |
) |
0.1 percentage point increase in expected return on assets |
|
|
|
|
|
|
|
|
|
|
35 |
|
|
132
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
Movements in defined benefit plan assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
Liabilities |
|
|
Deficit |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2009 |
|
|
29,353 |
|
|
|
(33,326 |
) |
|
|
(3,973 |
) |
Current service cost |
|
|
|
|
|
|
(206 |
) |
|
|
(206 |
) |
Expected return on pension plan assetsa (interest expense on pension plan liabilities) |
|
|
1,932 |
|
|
|
(2,211 |
) |
|
|
(279 |
) |
Actuarial gain (loss)a |
|
|
5,157 |
|
|
|
(9,481 |
) |
|
|
(4,324 |
) |
Regular contributions by employer |
|
|
391 |
|
|
|
|
|
|
|
391 |
|
Deficiency contributions by employer |
|
|
525 |
|
|
|
|
|
|
|
525 |
|
Contributions by employees |
|
|
15 |
|
|
|
(15 |
) |
|
|
|
|
Benefits paid |
|
|
(1,948 |
) |
|
|
1,948 |
|
|
|
|
|
Exchange differences |
|
|
4 |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
At 1 April 2010 |
|
|
35,429 |
|
|
|
(43,293 |
) |
|
|
(7,864 |
) |
Current service cost |
|
|
|
|
|
|
(297 |
) |
|
|
(297 |
) |
Expected return on pension plan assetsa (interest expense on pension plan liabilities) |
|
|
2,244 |
|
|
|
(2,323 |
) |
|
|
(79 |
) |
Actuarial gaina |
|
|
234 |
|
|
|
4,875 |
|
|
|
5,109 |
|
Regular contributions by employer |
|
|
283 |
|
|
|
|
|
|
|
283 |
|
Deficiency contributions by employer |
|
|
1,030 |
|
|
|
|
|
|
|
1,030 |
|
Contributions by employees |
|
|
15 |
|
|
|
(15 |
) |
|
|
|
|
Benefits paid |
|
|
(2,011 |
) |
|
|
2,014 |
|
|
|
3 |
|
Other movements |
|
|
|
|
|
|
(15 |
) |
|
|
(15 |
) |
Exchange differences |
|
|
(2 |
) |
|
|
2 |
|
|
|
|
|
|
|
At 31 March 2011 |
|
|
37,222 |
|
|
|
(39,052 |
) |
|
|
(1,830 |
) |
|
|
|
|
a
Actual return on plan assets in the year was £2,478m (2010: £7,089m). |
Amounts recognised in the statement of comprehensive income for actuarial gains or losses arising on defined benefit plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
Actuarial (losses) gains at 1 April |
|
|
(4,915 |
) |
|
|
(591 |
) |
|
|
6,446 |
|
|
Actuarial gains (losses) for the year: |
|
|
|
|
|
|
|
|
|
|
|
|
arising on plan liabilities |
|
|
4,875 |
|
|
|
(9,481 |
) |
|
|
2,414 |
|
arising on plan assets |
|
|
234 |
|
|
|
5,157 |
|
|
|
(9,451 |
) |
|
Net actuarial gains (losses) recognised for the year in other comprehensive income |
|
|
5,109 |
|
|
|
(4,324 |
) |
|
|
(7,037 |
) |
|
Actuarial gains (losses) at 31 March |
|
|
194 |
|
|
|
(4,915 |
) |
|
|
(591 |
) |
|
History of experience gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Present value of defined benefit liabilities |
|
|
(39,052 |
) |
|
|
(43,293 |
) |
|
|
(33,326 |
) |
|
|
(34,669 |
) |
|
|
(38,779 |
) |
Fair value of plan assets |
|
|
37,222 |
|
|
|
35,429 |
|
|
|
29,353 |
|
|
|
37,448 |
|
|
|
38,390 |
|
|
Net pension (obligation) asset |
|
|
(1,830 |
) |
|
|
(7,864 |
) |
|
|
(3,973 |
) |
|
|
2,779 |
|
|
|
(389 |
) |
|
Actuarial gain (loss) arising from assumptions used to value defined
benefit liabilities |
|
|
4,617 |
|
|
|
(11,113 |
) |
|
|
2,652 |
|
|
|
5,215 |
|
|
|
226 |
|
Actuarial gain (loss) arising from experience adjustments on defined
benefit liabilities |
|
|
258 |
|
|
|
1,632 |
|
|
|
(238 |
) |
|
|
(22 |
) |
|
|
190 |
|
|
Total actuarial gain (loss) arising on defined benefit liabilities |
|
|
4,875 |
|
|
|
(9,481 |
) |
|
|
2,414 |
|
|
|
5,193 |
|
|
|
416 |
|
|
Total actuarial gain or loss arising on defined benefit liabilities as a
percentage of the present value of defined benefit liabilities |
|
|
12.5% |
|
|
|
21.8% |
|
|
|
7.2% |
|
|
|
15.0% |
|
|
|
1.1% |
|
|
Actuarial gain (loss) arising from experience adjustment on plan assets |
|
|
234 |
|
|
|
5,157 |
|
|
|
(9,451 |
) |
|
|
(2,572 |
) |
|
|
993 |
|
Actuarial gain or loss arising from experience adjustment on plan assets
as a percentage of the plan assets |
|
|
0.6% |
|
|
|
14.6% |
|
|
|
32.2% |
|
|
|
6.9% |
|
|
|
2.6% |
|
|
Actuarial gain (loss) arising from assumptions used to value defined benefit liabilities
represents the impact on the liabilities of changes to the assumptions used at the year end
compared to the assumptions used at the prior year end. This includes both financial assumptions,
which are based on market conditions at the year end, and non-financial assumptions such as life
expectancy.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 133 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
Actuarial gain (loss) arising from experience adjustments on defined benefit liabilities
represents the impact on the liabilities of differences between actual experience during the year
compared to the assumptions made. Such differences might arise, for example, from actual salary
increases being different from those assumed, or members choosing different benefit options at
retirement.
Actuarial gain (loss) arising from experience adjustment on plan assets represents the difference
between the actual investment performance in the year and expected rate of return on assets assumed
at the start of the year.
BTPS 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 the scheme has sufficient funds available to meet future
benefit payments. The funding valuation is based on prudent assumptions and is performed at 31
December as this is the financial year end of the scheme.
The valuation basis for funding purposes is broadly as follows:
|
|
assets are valued at market value at the valuation date; and |
|
|
|
liabilities are measured using a projected unit credit method and discounted
to their present value. |
The last two triennial valuations were determined using the following long-term
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal rates (per annum) |
|
|
Real rates (per annum) |
|
|
|
2008 |
|
|
2005 |
|
|
2008 |
|
|
2005 |
|
|
|
valuation |
|
|
valuation |
|
|
valuation |
|
|
valuation |
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
Discount rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre retirement liabilities |
|
|
6.76 |
|
|
|
5.84 |
|
|
|
3.65 |
|
|
|
3.06 |
|
Post retirement liabilities |
|
|
5.21 |
|
|
|
4.54 |
|
|
|
2.15 |
|
|
|
1.79 |
|
Average long-term increase in retail price index |
|
|
3.00 |
|
|
|
2.70 |
|
|
|
|
|
|
|
|
|
Average future increases in wages and salaries |
|
|
3.00 |
|
|
|
3.47 |
|
|
|
|
|
|
|
0.75 |
|
Average increase in pensions |
|
|
3.00 |
|
|
|
2.70 |
|
|
|
|
|
|
|
|
|
|
The results of the two most recent triennial valuations based upon these prudent actuarial
assumptions were:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2005 |
|
|
|
valuation |
|
|
valuation |
|
At 31 December |
|
£bn |
|
|
£bn |
|
|
BTPS liabilities |
|
|
(40.2 |
) |
|
|
(37.8 |
) |
Market value of BTPS assets |
|
|
31.2 |
|
|
|
34.4 |
|
|
Funding deficit |
|
|
(9.0 |
) |
|
|
(3.4 |
) |
|
Percentage of accrued benefits covered by BTPS assets at valuation date |
|
|
77.6% |
|
|
|
90.9% |
|
Percentage of members benefits that the BTPS assets could purchase from an insurance company at the valuation date |
|
|
57.0% |
|
|
|
70.0% |
|
|
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.
The outcome of the 2008 valuation was announced in 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
over 17 years. The agreement also determined that the ordinary contributions rate required to meet
the benefits of current employed members for service after the valuation date reduce to 13.6% of
pensionable salaries (including employee contributions) from 19.5%, reflecting the implementation
of benefit changes with effect from 1 April 2009.
The group made the first two payments of £525m each in December 2009 and 2010, respectively, under
the 17-year recovery plan and in March 2011 paid £505m representing the actuarial value of the
£525m payment due to have been made in December 2011. The remaining payments are scheduled to be
paid as follows:
|
|
|
|
|
Year ended 31 December |
|
£m |
|
|
2011 |
|
|
|
|
2012 |
|
|
583 |
|
2013-25 |
|
Increasing at 3% pa |
|
134
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. Retirement benefit plans continued
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.
Other features of the February 2010 legal agreements with the Trustee for BT providing support to
the scheme are:
|
|
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. |
|
|
|
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. |
|
|
|
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. |
Since the valuation date the schemes assets have increased by £5.8bn and the Trustees initial
estimate is that if the funding valuation was performed using the same methodology at 31 December
2010 the deficit would have been around £3.2bn on this prudent valuation basis, after allowing for
the £0.5bn deficit payment made in March 2011.
The Pensions Regulators review of the 2008 BTPS funding valuation and recovery plan is now on hold
and not expected to recommence until the outcome of the final Court decision, including any
potential appeals, is known on the Crown Guarantee. We do not expect this to be before the
completion of the next triennial funding valuation as at 31 December 2011. As is usual, BT and the
Trustee will engage with the Pensions Regulator regarding the 2011 valuation.
Payments made to the BTPS
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
Ordinary contributions |
|
|
266 |
|
|
|
384 |
|
Deficit contributions |
|
|
1,030 |
|
|
|
525 |
|
|
Total contributions in the year |
|
|
1,296 |
|
|
|
909 |
|
|
The group expects to contribute approximately £135m to the BTPS in 2012, being ordinary
contributions only, as the deficit payment due in December 2011 was paid early in March 2011. The
expected payments are reduced by £110m to recover overpayments of ordinary contributions paid in
2010 before the reduced rate of regular contributions was announced in February 2010.
Other protection of BTPS member benefits
If the group were to become insolvent there are additional protections available to members:
|
|
the Crown Guarantee which was granted when the group was privatised in 1984 and applies
upon the winding up of the group. The scope and extent of the Crown Guarantee is being clarified by
the Trustee through the courts. The decision of the High Court issued in October 2010 was that the
Crown Guarantee is not limited to those who were members of the scheme at the date of privatisation
and that members who joined after privatisation are also capable of being covered. The Court
confirmed that any payments to be made by the Government must be measured on an annuity basis. It
was decided that the Crown Guarantee does not cover the benefits of members accrued while in
service with companies that participate in the BTPS other than BT if the member concerned had not
previously been employed by BT. The judgment was the first stage in the case and leaves further
issues to be considered at future hearings and/or appeals.
Until these issues are finally resolved it is not possible to say with complete precision what
the scope of the Crown Guarantee is. |
|
|
|
the Pension Protection Fund (PPF) may take over the
scheme and pay benefits to members not covered by the Crown Guarantee. 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. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 135 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. Deferred taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
|
|
|
|
|
|
|
|
|
|
|
Excess capital |
|
|
benefit |
|
|
Share-based |
|
|
|
|
|
|
|
|
|
allowances |
|
|
obligations |
a |
|
payments |
|
|
Other |
|
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2009 |
|
|
1,811 |
|
|
|
(1,103 |
) |
|
|
(7 |
) |
|
|
(76 |
) |
|
|
625 |
|
(Credit) expense recognised in the income statement |
|
|
(115 |
) |
|
|
118 |
|
|
|
(15 |
) |
|
|
2 |
|
|
|
(10 |
) |
(Credit) recognised in other comprehensive income |
|
|
|
|
|
|
(1,211 |
) |
|
|
|
|
|
|
(143 |
) |
|
|
(1,354 |
) |
(Credit) expense recognised in equity |
|
|
|
|
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
(19 |
) |
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 1 April 2010 |
|
|
1,696 |
|
|
|
(2,196 |
) |
|
|
(41 |
) |
|
|
(199 |
) |
|
|
(740 |
) |
|
|
(Credit) expense recognised in the income statement |
|
|
(315 |
) |
|
|
201 |
|
|
|
(17 |
) |
|
|
111 |
|
|
|
(20 |
) |
Expense recognised in other comprehensive income |
|
|
|
|
|
|
1,534 |
|
|
|
|
|
|
|
12 |
|
|
|
1,546 |
|
(Credit) recognised in equity |
|
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
|
|
|
|
(91 |
) |
Transfer from current tax |
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
At 31 March 2011 |
|
|
1,437 |
|
|
|
(461 |
) |
|
|
(149 |
) |
|
|
(76 |
) |
|
|
751 |
|
|
|
Deferred tax asset |
|
|
|
|
|
|
(461 |
) |
|
|
|
|
|
|
|
|
|
|
(461 |
) |
Deferred tax liability |
|
|
1,437 |
|
|
|
|
|
|
|
(149 |
) |
|
|
(76 |
) |
|
|
1,212 |
|
|
|
At 31 March 2011 |
|
|
1,437 |
|
|
|
(461 |
) |
|
|
(149 |
) |
|
|
(76 |
) |
|
|
751 |
|
|
|
|
|
a
Includes a deferred tax asset of £1m (2010: £3m) arising on contributions payable
to defined contribution schemes. |
At 31 March 2011, all of the deferred tax asset of £461m (2010: £2,196m) is expected to be
recovered after more than one year. At 31 March 2011, all of the deferred tax liability of
£1,212m (2010: £1,456m) is expected to be settled after more than one year.
The rate of UK corporation tax changed from 28% to 26% on 1 April 2011. As deferred tax assets and
liabilities are measured at the rates that are expected to apply in the periods of the reversal,
deferred tax balances at 31 March 2011 have been calculated using a rate of 26%. The impact of the
change of rate decreased deferred tax assets by £35m and deferred tax liabilities by £91m totalling
a reduction in net liabilities of £56m. This reduction has been recognised as a deferred tax credit
of £172m in the income statement (note 10) and a deferred tax expense of £116m in other
comprehensive income.
The UK Government has also indicated that it intends to enact future reductions in the main rate of
UK corporation tax to 23% by 1 April 2014. The future annual corporation tax reductions of 1% are
expected to affect the groups financial statements. The actual impact will depend on the groups
deferred tax position at that time.
At 31 March 2011 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 £23.5bn
(2010: £29.5bn). 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:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
Expiry of |
|
At 31 March |
|
£m |
|
|
losses |
|
|
Restricted losses: |
|
|
|
|
|
|
|
|
Americas |
|
|
254 |
|
|
|
2012-31 |
|
Europe |
|
|
1,492 |
|
|
|
2012-26 |
|
Asia |
|
|
14 |
|
|
|
2012-16 |
|
|
Total restricted losses |
|
|
1,760 |
|
|
|
|
|
|
Unrestricted losses: |
|
|
|
|
|
|
|
|
Operating losses |
|
|
3,440 |
|
|
No expiry |
Capital losses |
|
|
17,771 |
|
|
No expiry |
|
Total unrestricted losses |
|
|
21,211 |
|
|
|
|
|
|
Other temporary differences |
|
|
536 |
|
|
|
|
|
|
Total |
|
|
23,507 |
|
|
|
|
|
|
At 31 March 2011, the undistributed earnings of overseas subsidiaries was £5.3bn (2010:
£5.5bn). 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.
136
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Global |
|
|
|
|
|
|
|
|
|
|
|
|
Services restructuring |
a |
|
Property |
b |
|
Other |
c |
|
Total |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2009 |
|
|
303 |
|
|
|
172 |
|
|
|
245 |
|
|
|
720 |
|
Income statement expensed |
|
|
10 |
|
|
|
131 |
|
|
|
204 |
|
|
|
345 |
|
Unwind of discount |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Utilised or released |
|
|
(139 |
) |
|
|
(35 |
) |
|
|
(98 |
) |
|
|
(272 |
) |
Transfers |
|
|
16 |
|
|
|
|
|
|
|
31 |
|
|
|
47 |
|
Exchange differences |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
At 1 April 2010 |
|
|
187 |
|
|
|
272 |
|
|
|
382 |
|
|
|
841 |
|
Income statement expensed |
|
|
76 |
|
|
|
131 |
|
|
|
190 |
|
|
|
397 |
|
Unwind of discount |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Utilised or released |
|
|
(103 |
) |
|
|
(88 |
) |
|
|
(76 |
) |
|
|
(267 |
) |
Transfers |
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
(15 |
) |
Exchange differences |
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(3 |
) |
|
|
At 31 March 2011 |
|
|
159 |
|
|
|
318 |
|
|
|
479 |
|
|
|
956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Analysed as: |
|
|
|
|
|
|
|
|
Current |
|
|
149 |
|
|
|
134 |
|
Non-current |
|
|
807 |
|
|
|
707 |
|
|
|
|
|
956 |
|
|
|
841 |
|
|
|
|
|
a
Amounts provided in relation to the BT Global Services restructuring programme and
the contract and financial reviews in 2009. These are being 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 21 years. Financial liabilities comprise £280m
(2010: £255m) of this balance. |
|
c
Other provisions include 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 £88m (2010: £121m) for property rationalisation costs and
£24m (2010: £10m) relating to the BT Global Services restructuring programme. |
26. Non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
At 1 April |
|
|
24 |
|
|
|
27 |
|
Share of profits |
|
|
2 |
|
|
|
1 |
|
Disposals |
|
|
|
|
|
|
(4 |
) |
|
At 31 March |
|
|
26 |
|
|
|
24 |
|
|
27. Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
Share capital |
a |
|
Share premium |
b |
|
|
of shares |
|
|
£m |
|
|
£m |
|
|
At 1 April 2010 and 31 March 2011 |
|
|
8,151,227,029 |
|
|
|
408 |
|
|
|
62 |
|
|
|
|
|
a
The allotted, called up and fully paid ordinary share capital of the company at 31
March 2011 and 31 March 2010 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. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 137 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. Other reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
Treasury |
|
|
Merger |
|
|
Cash flow |
|
|
Available-for- |
|
|
Translation |
|
|
Total other |
|
|
|
shares |
a |
|
reserve |
b |
|
reserve |
c |
|
sale reserve |
d |
|
reserve |
e |
|
reserves |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
At 1 April 2008 |
|
|
(1,843 |
) |
|
|
998 |
|
|
|
157 |
|
|
|
|
|
|
|
161 |
|
|
|
(527 |
) |
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
683 |
|
|
|
683 |
|
Net fair value gain on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
2,719 |
|
|
|
|
|
|
|
|
|
|
|
2,719 |
|
Recognised in income and expense |
|
|
|
|
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
|
|
|
|
(2,144 |
) |
Reclassified and reported in non-current assets |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
Fair value movements on available-for-sale assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
998 |
|
|
|
563 |
|
|
|
5 |
|
|
|
844 |
|
|
|
1,301 |
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119 |
) |
|
|
(119 |
) |
Net fair value loss on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
(1,067 |
) |
|
|
|
|
|
|
|
|
|
|
(1,067 |
) |
Recognised in income and expense |
|
|
|
|
|
|
|
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
496 |
|
Reclassified and reported in non-current assets |
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Fair value movements on available-for-sale assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
Tax recognised in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
(20 |
) |
|
|
139 |
|
Net issue of treasury shares |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
At 1 April 2010 |
|
|
(1,105 |
) |
|
|
998 |
|
|
|
147 |
|
|
|
12 |
|
|
|
705 |
|
|
|
757 |
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(140 |
) |
|
|
(140 |
) |
Net fair value loss on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
(347 |
) |
|
|
|
|
|
|
|
|
|
|
(347 |
) |
Recognised in income and expense |
|
|
|
|
|
|
|
|
|
|
333 |
|
|
|
|
|
|
|
|
|
|
|
333 |
|
Fair value movements on available-for-sale assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
15 |
|
Tax recognised in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
18 |
|
|
|
13 |
|
Net issue of treasury shares |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
At 31 March 2011 |
|
|
(1,078 |
) |
|
|
998 |
|
|
|
128 |
|
|
|
27 |
|
|
|
583 |
|
|
|
658 |
|
|
|
|
|
a
The treasury shares reserve is used to hold BT Group plc shares purchased by the
group. During 2011 the company purchased nil (2010: nil, 2009: 142,608,225) of its own shares of 5p
each, representing nil% (2010: nil%, 2009: 2%) of the called-up share capital, for consideration
(including transaction costs) of £nil (2010: £nil, 2009: £189m). In addition, 12,335,580 shares
(2010: 8,320,766 , 2009: 90,626,518) were issued from treasury to satisfy obligations under
employee share schemes and executive share awards at a cost of £27m (2010: £4m, 2009: £126m), and
nil treasury shares (2010 nil, 2009: 250,000,000) were cancelled at a cost of £nil (2010: £nil,
2009: £797m). At 31 March 2011, 388,570,539 shares (2010: 400,906,119, 2009: 409,226,885) with an
aggregate nominal value of £19m (2010: £20m, 2009: £20m) were held as treasury shares at cost. |
|
b
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. |
|
c
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. |
|
d
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. |
|
e
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. |
138
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. 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.
Financial instruments by category
The accounting classification of each class of the groups financial assets and liabilities is
set out in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
Derivatives |
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
Loans and |
|
|
profit and |
|
|
used for |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
receivables |
|
|
loss |
|
|
hedging |
|
|
for-sale |
|
|
Total |
|
At 31 March 2011 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Investments |
|
|
15 |
|
|
|
7 |
|
|
|
11 |
|
|
|
|
|
|
|
62 |
|
|
|
80 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
|
|
|
|
103 |
|
|
|
630 |
|
|
|
|
|
|
|
733 |
|
Trade and other receivablesa |
|
|
19 |
|
|
|
2,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,558 |
|
Cash and cash equivalents |
|
|
16 |
|
|
|
351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
351 |
|
|
Total financial assets |
|
|
|
|
|
|
2,916 |
|
|
|
114 |
|
|
|
630 |
|
|
|
62 |
|
|
|
3,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and |
|
|
profit and |
|
|
used for |
|
|
Available- |
|
|
|
|
|
|
|
|
|
|
receivables |
|
|
loss |
|
|
hedging |
|
|
for-sale |
|
|
Total |
|
At 31 March 2010 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Investments |
|
|
15 |
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
290 |
|
|
|
470 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
|
|
|
|
106 |
|
|
|
1,594 |
|
|
|
|
|
|
|
1,700 |
|
Trade and other receivablesa |
|
|
19 |
|
|
|
2,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,947 |
|
Cash and cash equivalents |
|
|
16 |
|
|
|
1,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,452 |
|
|
Total financial assets |
|
|
|
|
|
|
4,579 |
|
|
|
106 |
|
|
|
1,594 |
|
|
|
290 |
|
|
|
6,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
Derivatives |
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
profit and |
|
|
used for |
|
|
Amortised |
|
|
|
|
|
|
|
|
|
|
loss |
|
|
hedging |
|
|
cost |
|
|
Total |
|
At 31 March 2011 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Loans and other borrowings |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
9,856 |
|
|
|
9,856 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
267 |
|
|
|
302 |
|
|
|
|
|
|
|
569 |
|
Trade and other payablesb |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
4,285 |
|
|
|
4,285 |
|
Provisionsc |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
280 |
|
|
|
280 |
|
|
Total financial liabilities |
|
|
|
|
|
|
267 |
|
|
|
302 |
|
|
|
14,421 |
|
|
|
14,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
profit and |
|
|
used for |
|
|
Amortised |
|
|
|
|
|
|
|
|
|
|
loss |
|
|
hedging |
|
|
cost |
|
|
Total |
|
At 31 March 2010 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Loans and other borrowings |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
12,791 |
|
|
|
12,791 |
|
Derivative financial instruments |
|
|
21 |
|
|
|
298 |
|
|
|
401 |
|
|
|
|
|
|
|
699 |
|
Trade and other payablesb |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
4,672 |
|
|
|
4,672 |
|
Provisionsc |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
255 |
|
|
Total financial liabilities |
|
|
|
|
|
|
298 |
|
|
|
401 |
|
|
|
17,718 |
|
|
|
18,417 |
|
|
|
|
|
a Excludes prepayments of £570m (2010: £549m), other receivables £204m (2010:
£200m) and other non-current assets of £286m (2010: £336m). |
|
b Excludes other taxation and social security of £485m (2010: £516m), deferred income
£1,344m (2010: £1,343m) and other non-current payables of £831m (2010: £804m). |
|
c Excludes provisions of £676m (2010: £586m). |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 139 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
Financial risk management
The groups activities exposes it to a variety of financial risks: market risk (including
interest rate risk and foreign exchange risk); credit risk and liquidity risk.
Funding and exposure management
The group finances its operations primarily by a mixture of issued share capital, retained profits
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. The
treasury operation also manages the groups market exposures, including risks from volatility in
currency and interest rates. The treasury operation acts as a central bank to group entities
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. Group treasury activities are subject
to a set of controls commensurate with the magnitude of the borrowing, investments and group-wide
exposures. The Board has delegated its authority to operate these policies 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 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 2011 and the
date of approval of these financial statements.
Interest rate risk management
Management policy
The group has interest bearing financial assets and 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 while 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 from the Board.
Hedging strategy
In order to manage the groups interest rate mix profile, the group has entered into cross currency
and interest rate swap agreements with commercial banks and other institutions to vary the amounts
and periods for which interest rates on borrowings are fixed. The duration of the swap agreements
matches the duration of the debt instruments. The majority of the groups long-term borrowings have
been, and are, subject to fixed Sterling interest rates after applying the impact of these hedging
instruments. Outstanding cross currency and interest rate swaps at 31 March 2011 are detailed in
the Hedging activities and Other derivatives section below.
The groups fixed to floating interest rate profile, after hedging, on gross borrowings was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
Fixed rate |
|
|
Floating rate |
|
|
|
|
|
|
interest |
|
|
interest |
|
|
Total |
|
|
interest |
|
|
interest |
|
|
Total |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Total borrowingsa |
|
|
7,972 |
|
|
|
1,215 |
|
|
|
9,187 |
|
|
|
10,110 |
|
|
|
1,029 |
|
|
|
11,139 |
|
|
Ratio of fixed to floating |
|
|
87% |
|
|
|
13% |
|
|
|
100% |
|
|
|
91% |
|
|
|
9% |
|
|
|
100% |
|
|
140
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
Sensitivities
Interest rates
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 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.
After the impact of hedging, the groups main exposure to interest rate volatility in the income
statement arises from fair value movements on derivatives, that are not in hedging relationships
and on variable rate borrowing, investments and cash equivalents which are largely influenced by
Sterling interest rates. With all other factors remaining constant and based on the composition of
net debt at 31 March 2011, a 100 basis point increase in Sterling interest rates would increase the
groups annual net finance expense by approximately £2m.
The groups main exposure to interest rate
volatility within shareholders equity arises from fair value movements on derivatives held in the
cash flow reserve. The derivatives have an underlying interest 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 in interest
rates in each of the currencies would impact equity, before tax, as detailed below:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
|
Reduce |
|
|
Reduce |
|
At 31 March |
|
(Increase) |
|
|
(Increase) |
|
|
Sterling interest rates |
|
|
426 |
|
|
|
496 |
|
US Dollar interest rates |
|
|
(355 |
) |
|
|
(392 |
) |
Euro interest rates |
|
|
(94 |
) |
|
|
(134 |
) |
|
A 100 basis points decrease in interest rates would have broadly the same impact in the opposite
direction.
Credit ratings
The groups 2030 and 2016 bonds contain a covenant such that if the groups 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 agency. Based on the total debt outstanding of £2.4bn
at 31 March 2011, the groups finance expense would increase/decrease by approximately £12m a year
if BTs credit rating were to be downgraded/upgraded, respectively, by one credit rating category
by both agencies from the current ratings.
The
groups 600m 2014 bond attracts an additional 1.25 percentage points for a downgrade by one
credit rating by either or both Moodys and S&P below Baa3/BBB-, respectively. This would result in
an additional finance expense of approximately £7m a year.
As at 31 March the groups credit
ratings were as detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
Rating |
|
|
Outlook |
|
|
Rating |
|
|
Outlook |
|
|
Rating agency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard & Poors |
|
BBB- |
|
|
Positive |
|
|
BBB- |
|
|
Stable |
|
Moodys |
|
Baa2 |
|
|
Stable |
|
|
Baa2 |
|
|
Negative |
|
|
Foreign exchange risk management
Management policy
The purpose of the groups foreign currency hedging activities is to protect the group from the
risk that eventual future net inflows and net outflows will be adversely affected by changes in
exchange rates. The Boards policy for foreign exchange risk management defines the type 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 approach 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.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 141 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
Hedging strategy
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 borrowing comprised:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Euro |
|
|
3,361 |
|
|
|
4,294 |
|
US Dollar |
|
|
2,966 |
|
|
|
5,065 |
|
Other |
|
|
17 |
|
|
|
7 |
|
|
|
|
|
6,344 |
|
|
|
9,366 |
|
|
These borrowings are used to finance the groups operations and have been predominantly swapped
into Sterling using cross currency swaps. The currency profile of these borrowings after the impact
of hedging is disclosed in note 20.
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 £5m (2010: approximately £26m).
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 were insignificant in both 2011 and 2010.
Outstanding cross currency swaps at 31 March 2011 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 S&P 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. 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 by making use of standard International Swaps and
Derivative Association (ISDA) documentation. 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 manages any exposures which arise.
Exposures
The maximum credit risk exposure of the groups financial assets at the balance sheet date is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
Notes |
|
|
£m |
|
|
£m |
|
|
Derivative financial assets |
|
|
21 |
|
|
|
733 |
|
|
|
1,700 |
|
Investments |
|
|
15 |
|
|
|
80 |
|
|
|
470 |
|
Trade and other receivablesa |
|
|
19 |
|
|
|
2,558 |
|
|
|
2,947 |
|
Cash and cash equivalents |
|
|
16 |
|
|
|
351 |
|
|
|
1,452 |
|
|
|
|
|
|
|
|
|
3,722 |
|
|
|
6,569 |
|
|
|
|
a
The carrying amount excludes £286m (2010: £336m) of non-current trade and other
receivables which relate to non financial assets, and £774m (2010: £749m) of prepayments and other
receivables. |
142
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
The credit quality and credit concentration of cash equivalents, current asset investments and
derivative financial assets are detailed in the tables below. Where the opinion of Moodys and S&P
differ, the lower rating is used.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moodys/S&P credit rating of counterparty |
At 31 March 2011 |
|
Aaa/AAA |
|
|
Aa2/AA |
|
|
Aa3/AA- |
|
|
A1/A+ |
|
|
A2/A |
|
|
A3/A- |
|
|
Total |
|
|
Cash equivalents |
|
|
|
|
|
|
18 |
|
|
|
159 |
|
|
|
32 |
|
|
|
1 |
|
|
|
|
|
|
|
210 |
|
Current asset investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
12 |
|
|
|
|
|
|
|
19 |
|
Derivative financial assets |
|
|
|
|
|
|
52 |
|
|
|
115 |
|
|
|
378 |
|
|
|
188 |
|
|
|
|
|
|
|
733 |
|
|
|
|
|
|
|
|
|
70 |
|
|
|
274 |
|
|
|
417 |
|
|
|
201 |
|
|
|
|
|
|
|
962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moodys/S&P credit rating of counterparty |
At 31 March 2010 |
|
Aaa/AAA |
|
|
Aa2/AA |
|
|
Aa3/AA- |
|
|
A1/A+ |
|
|
A2/A |
|
|
A3/A- |
|
|
Total |
|
|
Cash equivalents |
|
|
100 |
|
|
|
609 |
|
|
|
202 |
|
|
|
341 |
|
|
|
3 |
|
|
|
|
|
|
|
1,255 |
|
Current asset investments |
|
|
258 |
|
|
|
|
|
|
|
35 |
|
|
|
105 |
|
|
|
8 |
|
|
|
|
|
|
|
406 |
|
Derivative financial assets |
|
|
|
|
|
|
89 |
|
|
|
480 |
|
|
|
708 |
|
|
|
318 |
|
|
|
105 |
|
|
|
1,700 |
|
|
|
|
|
358 |
|
|
|
698 |
|
|
|
717 |
|
|
|
1,154 |
|
|
|
329 |
|
|
|
105 |
|
|
|
3,361 |
|
|
The concentration of credit risk for trading balances of the group is provided in note 19, which
analyses outstanding balances by line of business and reflects the nature of customers in each line
of business.
The derivative financial assets were held with 14 counterparties at 31 March 2011 (2010: 18
counterparties). After applying the legal right of set-off under the groups ISDA documentation,
the group had a net exposure to derivative counterparties of £549m (2010: £1,303m) of which 94%
(2010: 85%) was with six counterparties (2010: six).
The group has credit support agreements with certain swap counterparties whereby on a weekly basis
the fair value position on nominal £800m of long dated cross currency swaps and interest rate swaps
is collateralised. As at 31 March 2011, the group had paid cash collateral of £14m (2010: £nil) in
respect of fair value losses and had received cash collateral of £104m (2010: £nil) in respect of
fair value gains. The collateral paid and received is recognised within cash and cash equivalents,
and loans and other borrowings, respectively.
The majority of the groups 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
2011, 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 |
|
|
Impact of 100 |
|
|
|
basis point |
|
|
basis point |
|
|
|
increase |
|
|
decrease |
|
At 31 March 2011 |
|
£m |
|
|
£m |
|
|
Moodys/S&P credit rating |
|
|
|
|
|
|
|
|
Aa2/AA |
|
|
(4 |
) |
|
|
5 |
|
Aa3/AA |
|
|
(15 |
) |
|
|
20 |
|
A1/A+ |
|
|
(75 |
) |
|
|
88 |
|
A2/A |
|
|
(101 |
) |
|
|
120 |
|
|
|
|
|
(195 |
) |
|
|
233 |
|
|
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 groups exposure to the customer, by applying processes
which include netting and offsetting, and requesting securities such as deposits, guarantees and
letters of credit. The group takes proactive steps including constantly reviewing credit ratings of
relationship banks to minimise the impact of adverse market conditions on trading related financial
assets.
Capital risk 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 paying 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 these
objectives and processes during 2011 and 2010.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 143 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
The groups capital structure consists of net debt and shareholders equity. The following analysis
summarises the components which the group manages as capital:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Net debt |
|
|
8,816 |
|
|
|
9,283 |
|
Total parent shareholders equity (deficit)a |
|
|
1,925 |
|
|
|
(2,650 |
) |
|
|
|
|
10,741 |
|
|
|
6,633 |
|
|
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. 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 from this measure, the most directly comparable IFRS measure, to net
debt is given below.
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Loans and other borrowings |
|
|
9,856 |
|
|
|
12,791 |
|
Less: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
(351 |
) |
|
|
(1,452 |
) |
Current asset investments |
|
|
(19 |
) |
|
|
(406 |
) |
|
|
|
|
9,486 |
|
|
|
10,933 |
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
To retranslate currency denominated balances at swapped rates where hedged |
|
|
(408 |
) |
|
|
(1,326 |
) |
To remove fair value adjustments and accrued interest applied to reflect the effective interest method |
|
|
(262 |
) |
|
|
(324 |
) |
|
Net debt |
|
|
8,816 |
|
|
|
9,283 |
|
|
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. The group determines
its liquidity requirements by the use of both short and long-term cash forecasts. These forecasts
are supplemented by a financial headroom analysis which is used to assess funding adequacy for at
least a 12-month period. 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.
During 2011 and 2010 the group issued commercial paper and held cash, cash equivalents and current
investments in order to manage short-term liquidity requirements. In March 2011 the group signed a
committed borrowing facility of £1.5bn, available for the period to March 2016. The committed
facility replaces the £1.5bn January 2013 and £650m May 2012 facilities.
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. In
December 2010 the groups US Dollar 9.375% bond matured with a principal of $2.88bn (£1.74bn at
swapped rates) and in February 2011 a Euro 7.87% bond matured with a principal of 1.12bn (£0.76bn
at swapped rates). Both bond maturities were financed through existing cash equivalents and
investments which had been built up in anticipation of these maturities. The maturity profile of
the groups term debt at 31 March 2011 is disclosed in note 20. The group has no term debt
maturities until the 2013 financial year.
144
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
Maturity analysis
The groups remaining contractually agreed cash flows, including interest, associated with
non-derivative and derivative financial liabilities on an undiscounted basis, which therefore
differs from both the carrying value and fair value, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due |
|
|
Due |
|
|
Due |
|
|
Due |
|
|
|
|
|
|
|
|
|
Due |
|
|
between |
|
|
between |
|
|
between |
|
|
between |
|
|
Due |
|
|
|
|
|
|
within |
|
|
1 and 2 |
|
|
2 and 3 |
|
|
3 and 4 |
|
|
4 and 5 |
|
|
after 5 |
|
|
|
|
|
|
1 year |
|
|
years |
|
|
years |
|
|
years |
|
|
years |
|
|
years |
|
|
Total |
|
At 31 March 2011 Outflow (inflow)a |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
221 |
|
|
|
1,747 |
|
|
|
10 |
|
|
|
1,209 |
|
|
|
901 |
|
|
|
5,507 |
|
|
|
9,595 |
|
Interest payments on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and other borrowings |
|
|
639 |
|
|
|
639 |
|
|
|
548 |
|
|
|
548 |
|
|
|
482 |
|
|
|
4,358 |
|
|
|
7,214 |
|
Trade and other payables |
|
|
4,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,285 |
|
Provisions |
|
|
57 |
|
|
|
38 |
|
|
|
38 |
|
|
|
18 |
|
|
|
16 |
|
|
|
223 |
|
|
|
390 |
|
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(analysed by earliest payment date)b |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
132 |
|
|
|
553 |
|
|
|
234 |
|
|
|
276 |
|
|
|
63 |
|
|
|
(120 |
) |
|
|
1,138 |
|
Gross settled outflow |
|
|
919 |
|
|
|
411 |
|
|
|
4 |
|
|
|
4 |
|
|
|
103 |
|
|
|
|
|
|
|
1,441 |
|
Gross settled inflow |
|
|
(882 |
) |
|
|
(397 |
) |
|
|
(4 |
) |
|
|
(4 |
) |
|
|
(101 |
) |
|
|
|
|
|
|
(1,388 |
) |
|
|
|
|
5,371 |
|
|
|
2,991 |
|
|
|
830 |
|
|
|
2,051 |
|
|
|
1,464 |
|
|
|
9,968 |
|
|
|
22,675 |
|
|
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(analysed based on holding instrument to maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
828 |
|
|
|
1,138 |
|
Gross settled outflow |
|
|
397 |
|
|
|
427 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
557 |
|
|
|
1,441 |
|
Gross settled inflow |
|
|
(388 |
) |
|
|
(413 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
|
|
(527 |
) |
|
|
(1,388 |
) |
|
|
|
|
71 |
|
|
|
76 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
858 |
|
|
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due |
|
|
Due |
|
|
Due |
|
|
Due |
|
|
|
|
|
|
|
|
|
Due |
|
|
between |
|
|
between |
|
|
between |
|
|
between |
|
|
Due |
|
|
|
|
|
|
within |
|
|
1 and 2 |
|
|
2 and 3 |
|
|
3 and 4 |
|
|
4 and 5 |
|
|
after 5 |
|
|
|
|
|
|
1 year |
|
|
years |
|
|
years |
|
|
years |
|
|
years |
|
|
years |
|
|
Total |
|
At 31 March 2010 Outflow (inflow)a |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
2,937 |
|
|
|
18 |
|
|
|
1,763 |
|
|
|
11 |
|
|
|
1,213 |
|
|
|
6,523 |
|
|
|
12,465 |
|
Interest payments on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and other borrowings |
|
|
833 |
|
|
|
581 |
|
|
|
581 |
|
|
|
484 |
|
|
|
484 |
|
|
|
4,016 |
|
|
|
6,979 |
|
Trade and other payables |
|
|
4,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,672 |
|
Provisions |
|
|
61 |
|
|
|
37 |
|
|
|
30 |
|
|
|
26 |
|
|
|
45 |
|
|
|
143 |
|
|
|
342 |
|
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(analysed by earliest payment date)b |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
450 |
|
|
|
78 |
|
|
|
185 |
|
|
|
65 |
|
|
|
(215 |
) |
|
|
745 |
|
|
|
1,308 |
|
Gross settled outflow |
|
|
1,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,081 |
|
Gross settled inflow |
|
|
(1,074 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
8,960 |
|
|
|
714 |
|
|
|
2,559 |
|
|
|
586 |
|
|
|
1,527 |
|
|
|
11,427 |
|
|
|
25,773 |
|
|
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(analysed based on holding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
instrument to maturity) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled |
|
|
193 |
|
|
|
92 |
|
|
|
93 |
|
|
|
92 |
|
|
|
93 |
|
|
|
745 |
|
|
|
1,308 |
|
Gross settled outflow |
|
|
424 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
20 |
|
|
|
577 |
|
|
|
1,081 |
|
Gross settled inflow |
|
|
(413 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(21 |
) |
|
|
(577 |
) |
|
|
(1,074 |
) |
|
|
|
|
204 |
|
|
|
91 |
|
|
|
92 |
|
|
|
91 |
|
|
|
92 |
|
|
|
745 |
|
|
|
1,315 |
|
|
|
|
a |
Foreign currency related cash flows were translated at closing rates 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. |
|
b |
Certain derivative financial
instruments 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. |
Price risk
The group has limited exposure to price risk.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 145 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
Hedging activities
Our hedging policies use derivative financial instruments to manage financial risk. Derivatives
that are held as hedging instruments are formally designated as hedges as defined in IAS 39.
Derivatives may qualify as hedges for accounting purposes if they meet the criteria for designation
as fair value hedges or cash flow hedges in accordance with IAS 39.
Fair value hedges
Fair value hedges principally consist of interest rate and cross-currency swaps that are used to
protect against changes in the fair value of fixed-rate, long-term financial instruments due to
movements in market interest rates. For qualifying fair value hedges, all changes in the fair value
of the derivative and changes in the fair value of the hedged item in relation to the risk being
hedged are recognised in the income statement. If the hedge relationship no longer meets the
criteria for hedge accounting, the fair value adjustment to the hedged item continues to be
reported as part of the basis of the item and is amortised to the income statement as a yield
adjustment over the remainder of the life of the hedged item.
Cash flow hedges
Exposure arises from the variability in future interest and currency cash flows on assets and
liabilities which bear interest at variable rates and/or are in a foreign currency. Interest rate
and cross-currency swaps are transacted, and where they qualify, designated as cash flow hedges, to
manage this exposure. Fair value changes on derivatives designated as cash flow hedges are
initially recognised directly in the cash flow hedge reserve, as gains or losses recognised in
equity. Amounts are transferred from equity and recognised in the income statement as the income or
expense is recognised on the hedged asset or liability.
Forward foreign currency contracts are used to hedge anticipated and committed future currency cash
flows. Where these contracts qualify for hedge accounting they are designated as cash flow hedges.
On recognition of the underlying transaction in the financial statements, the associated hedge
gains and losses, deferred in equity, are transferred and included with the recognition of the
underlying transaction.
The gains and losses on ineffective portions of such derivatives are
recognised immediately in the income statement.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and
is recognised when the forecast transaction is ultimately recognised in the income statement or on
the balance sheet. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the income statement.
The group had outstanding hedging arrangements as at 31 March 2011 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 |
|
|
1,014 |
|
|
|
|
|
|
|
265 |
|
|
20 years |
|
|
Sterling receivable at 1.0% |
|
|
|
|
denominated borrowingsa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 6.0% |
|
|
|
|
|
|
Cross currency swaps |
|
Cash flow |
|
|
5,451 |
|
|
|
622 |
|
|
|
29 |
|
|
|
2 to 20 years |
|
|
Euro receivable at 6.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Dollar receivable at 6.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 3.2%
|
|
|
|
|
Sterling denominated |
|
Interest rate swaps |
|
Fair value |
|
|
500 |
|
|
|
4 |
|
|
|
2 |
|
|
18 years |
|
|
Sterling receivable at 5.8% |
|
|
|
|
borrowingsa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 2.6% |
|
|
|
|
Euro and US Dollar step up |
|
Forward currency contracts |
|
Cash flow |
|
|
245 |
|
|
|
1 |
|
|
|
4 |
|
|
3 months |
|
|
|
|
|
|
20 years |
|
interest on currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
denominated borrowingsa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro and US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
70 |
|
|
|
1 |
|
|
|
|
|
|
|
1 to 6 months |
|
|
|
|
|
|
|
|
|
commercial papera
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
|
Currency exposures on |
|
Forward currency contracts |
|
Cash flow |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
1 month |
|
|
|
|
|
|
12 months |
|
overseas purchases principally |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
|
US Dollar and Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
213 |
|
|
|
2 |
|
|
|
2 |
|
|
|
1 to 6 months |
|
|
|
|
|
|
|
|
|
denominated retail devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
630 |
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a See note 20. |
|
b See note 21. |
146
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
The group had outstanding hedging arrangements 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 |
|
Forward currency contracts |
|
Cash flow |
|
|
161 |
|
|
|
|
|
|
|
4 |
|
|
1 month |
|
|
|
|
|
|
12 months |
|
overseas purchases principally |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
rolling basis |
|
|
|
|
|
|
|
|
|
US Dollar and Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of US Dollar |
|
Forward currency contracts |
|
Cash flow |
|
|
180 |
|
|
|
7 |
|
|
|
|
|
|
|
1 to 9 months |
|
|
|
|
|
|
|
|
|
denominated retail devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
1,594 |
|
|
|
401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a See note 20. |
|
b See note 21. |
Other derivatives
Our policy is not to use derivatives for trading purposes. However, due to the complex nature of
hedge accounting under IAS 39 some derivatives may not qualify for hedge accounting, or are
specifically not designated as a hedge where natural offset is more appropriate. Changes in the
fair value of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the income statement.
At 31 March 2011 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. The interest rate swap
contracts became ineffective on first time adoption of IFRS. 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.
The table below summarises these derivatives at 31 March 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
Derivative fair valuea |
|
|
Remaining |
|
|
Weighted |
|
|
|
principal |
|
|
Asset |
|
|
Liability |
|
|
term of |
|
|
average |
|
At 31 March 2011 |
|
£m |
|
|
£m |
|
|
£m |
|
|
derivatives |
|
|
% |
|
|
Foreign currency forward contracts |
|
|
464 |
|
|
|
4 |
|
|
|
|
|
|
2 months |
|
|
|
|
|
Interest rate swaps |
|
|
1,887 |
|
|
|
99 |
|
|
|
267 |
|
|
|
3 to 20 years |
|
|
Sterling receivable at 4.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 5.9% |
|
|
Total |
|
|
|
|
|
|
103 |
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
Derivative fair valuea |
|
|
Remaining |
|
|
Weighted |
|
|
|
principal |
|
|
Asset |
|
|
Liability |
|
|
term of |
|
|
average |
|
At 31 March 2010 |
|
£m |
|
|
£m |
|
|
£m |
|
|
derivatives |
|
|
% |
|
|
Foreign currency forward contracts |
|
|
189 |
|
|
|
|
|
|
|
2 |
|
|
1 month |
|
|
|
|
|
Interest rate swaps |
|
|
1,887 |
|
|
|
106 |
|
|
|
295 |
|
|
|
4 to 21 years |
|
|
Sterling receivable at 4.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 5.8% |
|
Cross currency swaps |
|
|
12 |
|
|
|
|
|
|
|
1 |
|
|
9 months |
|
|
US Dollar receivable at 8.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling payable at 8.7% |
|
|
Total |
|
|
|
|
|
|
106 |
|
|
|
298 |
|
|
|
|
|
|
|
|
|
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 147 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. 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 2011 and 2010. 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, 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 |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Listed bonds |
|
|
9,028 |
|
|
|
12,157 |
|
|
|
10,274 |
|
|
|
13,304 |
|
Finance leases |
|
|
294 |
|
|
|
304 |
|
|
|
339 |
|
|
|
343 |
|
Other loans and borrowings |
|
|
534 |
|
|
|
330 |
|
|
|
562 |
|
|
|
354 |
|
|
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:
|
|
Level 1 uses quoted prices in active markets for identical assets or liabilities |
|
|
|
Level 2 uses inputs for the asset or liability other than quoted prices, that are observable
either directly or indirectly |
|
|
|
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 2011 |
|
Notes |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Financial assets at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current and current derivative financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as accounting hedges |
|
|
|
|
|
|
|
|
|
|
630 |
|
|
|
|
|
|
|
630 |
|
Other derivatives |
|
|
|
|
|
|
|
|
|
|
103 |
|
|
|
|
|
|
|
103 |
|
|
Total current and non-current derivative financial assets |
|
|
21 |
|
|
|
|
|
|
|
733 |
|
|
|
|
|
|
|
733 |
|
|
Available-for-sale financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current and current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquid investments |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Other investments |
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
27 |
|
|
|
61 |
|
Fair value through profit and loss |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
Total non-current and current investments |
|
|
15 |
|
|
|
45 |
|
|
|
1 |
|
|
|
27 |
|
|
|
73 |
|
|
Total financial assets at fair value |
|
|
|
|
|
|
45 |
|
|
|
734 |
|
|
|
27 |
|
|
|
806 |
|
|
Financial liabilities at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current and non-current derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as accounting hedges |
|
|
|
|
|
|
|
|
|
|
302 |
|
|
|
|
|
|
|
302 |
|
Other derivatives |
|
|
|
|
|
|
|
|
|
|
267 |
|
|
|
|
|
|
|
267 |
|
|
Total current and non-current financial liabilities |
|
|
21 |
|
|
|
|
|
|
|
569 |
|
|
|
|
|
|
|
569 |
|
|
Total financial liabilities at fair value |
|
|
|
|
|
|
|
|
|
|
569 |
|
|
|
|
|
|
|
569 |
|
|
148
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. Financial instruments and risk management continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
At 31 March 2010 |
|
Notes |
|
|
£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 |
|
|
21 |
|
|
|
|
|
|
|
1,700 |
|
|
|
|
|
|
|
1,700 |
|
|
Available-for-sale financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current and current investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquid investments |
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
|
|
|
|
258 |
|
Other investments |
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
12 |
|
|
|
32 |
|
Fair value through profit and loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current and current investments |
|
|
15 |
|
|
|
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 |
|
|
21 |
|
|
|
|
|
|
|
699 |
|
|
|
|
|
|
|
699 |
|
|
Total financial liabilities at fair value |
|
|
|
|
|
|
|
|
|
|
699 |
|
|
|
|
|
|
|
699 |
|
|
Movements in financial instruments measured using Level 3 valuation methods are presented below:
|
|
|
|
|
|
|
Other investments |
|
|
|
£m |
|
|
At 1 April 2009 |
|
|
11 |
|
Additions |
|
|
3 |
|
Disposals |
|
|
(2 |
) |
|
At 1 April 2010 |
|
|
12 |
|
Additions |
|
|
20 |
|
Disposals |
|
|
(5 |
) |
|
At 31 March 2011 |
|
|
27 |
|
|
There were no losses recognised in the income statement in respect of Level 3 assets held at 31
March 2011.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 149 |
FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30. Financial commitments and contingent liabilities
Capital expenditure contracted for at the balance sheet date but not yet incurred was as follows:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
Property, plant and equipment |
|
|
467 |
|
|
|
368 |
|
Computer software |
|
|
|
|
|
|
15 |
|
|
Total |
|
|
467 |
|
|
|
383 |
|
|
Future minimum operating lease payments for the group were as follows:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
£m |
|
|
£m |
|
|
Payable in the year ending 31 March: |
|
|
|
|
|
|
|
|
2011 |
|
|
|
|
|
|
494 |
|
2012 |
|
|
464 |
|
|
|
460 |
|
2013 |
|
|
440 |
|
|
|
431 |
|
2014 |
|
|
413 |
|
|
|
400 |
|
2015 |
|
|
383 |
|
|
|
375 |
|
2016 |
|
|
373 |
|
|
|
367 |
|
Thereafter |
|
|
5,119 |
|
|
|
5,160 |
|
|
Total future minimum operating lease payments |
|
|
7,192 |
|
|
|
7,687 |
|
|
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 21 years
(2010: 22 years) and rentals are fixed for an average of 21 years (2010: 22 years).
At 31 March
2011, 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 Telefonica UK Limited
prior to its demerger with O2 on 19 November 2001. mmO2 plc has given BT a counter indemnity for
these guarantees. The maximum exposure was US$128m as at
31 March 2011 (2010: US$132m), approximately £80m (2010: £87m), although this could increase by a
further US$268m (2010: US$304m), approximately £167m (2010: £200m), in the event of credit default
in respect of amounts used to defease future lease obligations. The guarantee lasts until
Telefonica 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 court action that would have a material adverse effect
on the financial position or operations of the group. During 2011 the aggregate volume and value of
legal actions to which the group is party has remained broadly the same as at the end of 2010,
during which the levels had increased significantly.
The European Commission formally investigated the way the UK Government sets the rates payable on
BTs infrastructure and those paid by KCOM, and whether or not the UK Government complied with EU
rules on state aid. The Commissions decision in October 2006 that no state aid had been granted
was appealed. In January 2011, the appeal was rejected as inadmissible.
150
FINANCIAL STATEMENTS
REPORT OF THE INDEPENDENT AUDITORS
PARENT COMPANY FINANCIAL STATEMENTS
Independent Auditors Report to the members of BT Group plc (the company)
We have audited the parent company financial statements of BT Group plc for the year ended 31 March
2011 which comprise the BT Group plc company balance sheet, the BT Group plc company reconciliation
of movement in equity shareholders funds, the BT Group plc accounting policies and related notes.
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 88, 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. In
addition, we read all the financial and non-financial information in the BT Group plc Annual Report
& Form 20-F for the year ended 31 March 2011 to identify material inconsistencies with the audited
financial statements. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.
Opinion on financial statements
In our opinion the parent company financial statements:
|
|
give a true and fair view of the state of the companys affairs as at 31 March 2011; |
|
|
|
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and |
|
|
|
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:
|
|
the part of the Report on directors remuneration to be audited has been properly prepared in
accordance with the Companies Act 2006; and |
|
|
|
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:
|
|
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 |
|
|
|
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 |
|
|
|
certain disclosures of directors remuneration specified by law are not made; or |
|
|
|
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 2011.
Philip Rivett (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors London, United Kingdom
11 May 2011
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 151 |
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
2011 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 2011 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 2011 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.
Other information
(i) Dividends
The Board recommends that a final dividend in respect of the year ended 31 March 2011 of 5.0p will
be paid to shareholders on 5 September 2011, taking the full year proposed dividend in respect of
the 2011 financial year to 7.4p (2010: 6.9p). This dividend is subject to shareholder approval at
the Annual General Meeting and therefore the liability of approximately £388m (2010: £356m) 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 2011. 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 (2010: £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 7 to the consolidated financial statements of BT Group plc.
152
FINANCIAL STATEMENTS FINANCIAL STATEMENTS OF BT GROUP PLC
BT Group plc company balance sheet
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
Fixed assets |
|
|
|
|
|
|
|
|
Investments in subsidiary undertakingsa |
|
|
10,417 |
|
|
|
10,349 |
|
|
Total fixed assets |
|
|
10,417 |
|
|
|
10,349 |
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
11 |
|
|
Total current assets |
|
|
|
|
|
|
11 |
|
|
Creditors: amounts falling due within one yearb |
|
|
722 |
|
|
|
186 |
|
|
Net current liabilities |
|
|
(722 |
) |
|
|
(175 |
) |
|
Total assets less current liabilities |
|
|
9,695 |
|
|
|
10,174 |
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
Called up share capital |
|
|
408 |
|
|
|
408 |
|
Share premium account |
|
|
62 |
|
|
|
62 |
|
Capital redemption reserve |
|
|
27 |
|
|
|
27 |
|
Treasury shares reserve |
|
|
(1,078 |
) |
|
|
(1,105 |
) |
Profit and loss account |
|
|
10,276 |
|
|
|
10,782 |
|
|
Total equity shareholders fundsc |
|
|
9,695 |
|
|
|
10,174 |
|
|
|
|
a |
Throughout 2011 and 2010, the company held a 100% investment in BT Group Investments
Limited, a company registered in England and Wales. The increase in investments in subsidiary
undertakings relates to additional capital contributions in respect of share-based payments of £68m
in 2011 (2010: £71m). |
|
b |
Creditors consists of amounts owed to subsidiary undertakings of
£703m (2010: £166m) and other creditors of £19m (2010: £20m). |
|
c |
The movements in total
equity shareholders funds shown on page 154. |
The financial statements of the company on pages 152 to 155 were approved by the Board of the
directors on 11 May 2011 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 2011 153 |
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 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 1 April 2010 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
(1,105 |
) |
|
|
10,782 |
|
|
|
10,174 |
|
Loss for the financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(543 |
) |
|
|
(543 |
) |
Capital
contribution in respect of share-based payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
|
|
|
68 |
|
Net issue of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
(19 |
) |
|
|
8 |
|
|
At 31 March 2011 |
|
|
408 |
|
|
|
62 |
|
|
|
27 |
|
|
|
(1,078 |
) |
|
|
10,276 |
|
|
|
9,695 |
|
|
|
|
a |
The allotted, called up and fully paid ordinary share capital of the company at 31
March 2011 and 2010 was £408m, representing 8,151,227,029 ordinary shares of 5p each. |
|
b |
In 2011 12,335,580 shares (2010: 8,320,766) were issued from treasury to satisfy
obligations under employee share schemes and executive share awards at a cost of £27m (2010: £4m).
At 31 March 2011 388,570,539 shares (2010: 400,906,119) with an aggregate nominal value of £19m
(2010: £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 £12m (2010:
loss of £6m). As permitted by Section 408(3) of the Companies Act 2006, no profit and loss account
of the company is presented. |
154
FINANCIAL STATEMENTS
SUBSIDIARY UNDERTAKINGS AND ASSOCIATE
The tables below give brief details of the groups principala operating
subsidiariesb and associate at 31 March 2011. 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
products provider
|
|
100% common
|
|
International |
|
|
BT Australasia Pty Limited
|
|
Communications related services and products provider
|
|
100% ordinary
100% preference
|
|
Australia |
|
|
BT Brasil Servicos de Telecomunicacoes Ltdab
|
|
Data communication services
|
|
100% common
|
|
Brazil |
|
|
BT Business Direct Limited
|
|
Technology equipment retailer
|
|
100% ordinary
|
|
UK |
|
|
BT Centre Nominee 2 Limited
|
|
Property holding company
|
|
100% ordinary
|
|
UK |
|
|
BT Communications do Brasil Limitadab
|
|
Communications related services, technology consulting
and products provider
|
|
100% common
|
|
Brazil |
|
|
BT Communications Ireland Limited
|
|
Telecommunications service provider
|
|
100% ordinary |
|
Republic of 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
Telecommunicaciones, SA
|
|
Communications related services and products provider
|
|
100% ordinary
|
|
Spain |
|
|
BT Fleet Limited
|
|
Fleet management company
|
|
100% ordinary
|
|
UK |
|
|
BT France SA
|
|
Communications related services, systems integration and
products provider
|
|
100% ordinary
|
|
France |
|
|
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
100% preference
|
|
Hong Kong |
|
|
BT INS Inc
|
|
Information telecommunications consulting and software
solutions provider
|
|
100% common
|
|
US |
|
|
BT LatAm Brasil Ltdab
|
|
Data communication services
|
|
100% common
|
|
Brazil |
|
|
BT Italia SpA
|
|
Communications related services and products provider
|
|
98.6% ordinary
|
|
Italy |
|
|
BT Limited
|
|
International telecommunications network systems provider
|
|
100% ordinary
|
|
International |
|
|
BT Managed Services Limited
|
|
Communications related services and products provider
|
|
100% ordinary
|
|
UK |
|
|
BT Nederland NV
|
|
Communications related services and products provider
|
|
100% ordinary
|
|
Netherlands |
|
|
BT Payment Services Limited
|
|
Payment services provider
|
|
100% ordinary
|
|
UK |
|
|
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 Switzerland AG
|
|
Communications related services and products provider
|
|
100% ordinary
|
|
Switzerland |
|
|
BT US Investments Limitedb
|
|
Investment holding company
|
|
100% ordinary
|
|
Jersey |
|
|
Business Integration S.L.
|
|
Technology consulting and engineering services
|
|
100% ordinary
|
|
Spain |
|
|
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% common
|
|
US |
|
|
|
|
|
100% preference |
|
|
|
|
|
|
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 and entities domiciled in Brazil, due to regulatory requirements. |
|
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 |
|
|
125,955,481 |
|
|
|
23.5% |
|
|
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 2011 155 |
ADDITIONAL INFORMATION
|
|
|
|
157 |
|
|
|
158 |
|
|
|
160 |
|
|
|
161 |
|
|
|
162 |
|
|
|
174 |
|
|
|
177 |
|
|
|
180 |
|
|
|
156
ADDITIONAL INFORMATION
QUARTERLY ANALYSIS OF REVENUE AND PROFIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
Total |
|
Year ended 31 March 2011 |
|
Quarters |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Revenue |
|
|
|
|
|
|
5,006 |
|
|
|
4,977 |
|
|
|
5,038 |
|
|
|
5,055 |
|
|
|
20,076 |
|
Other operating income |
|
|
|
|
|
|
88 |
|
|
|
81 |
|
|
|
103 |
|
|
|
101 |
|
|
|
373 |
|
Operating costs |
|
|
|
|
|
|
(4,475 |
) |
|
|
(4,414 |
) |
|
|
(4,513 |
) |
|
|
(4,469 |
) |
|
|
(17,871 |
) |
|
Operating profit |
|
|
|
|
|
|
619 |
|
|
|
644 |
|
|
|
628 |
|
|
|
687 |
|
|
|
2,578 |
|
Net finance expense |
|
|
|
|
|
|
(248 |
) |
|
|
(243 |
) |
|
|
(227 |
) |
|
|
(206 |
) |
|
|
(924 |
) |
Share of post tax profits of associates and joint ventures |
|
|
|
|
|
|
4 |
|
|
|
5 |
|
|
|
5 |
|
|
|
7 |
|
|
|
21 |
|
Profit on disposal of interest in associate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35 |
|
|
|
7 |
|
|
|
42 |
|
|
Profit before taxation |
|
|
|
|
|
|
375 |
|
|
|
406 |
|
|
|
441 |
|
|
|
495 |
|
|
|
1,717 |
|
Taxation |
|
|
|
|
|
|
(91 |
) |
|
|
(6 |
) |
|
|
(94 |
) |
|
|
(22 |
) |
|
|
(213 |
) |
|
Profit for the period |
|
|
|
|
|
|
284 |
|
|
|
400 |
|
|
|
347 |
|
|
|
473 |
|
|
|
1,504 |
|
|
Basic earnings per share |
|
|
|
|
|
|
3.7p |
|
|
|
5.1p |
|
|
|
4.5p |
|
|
|
6.1p |
|
|
|
19.4p |
|
Diluted earnings per share |
|
|
|
|
|
|
3.5p |
|
|
|
4.9p |
|
|
|
4.3p |
|
|
|
5.8p |
|
|
|
18.5p |
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
4.4p |
|
|
|
5.1p |
|
|
|
5.4p |
|
|
|
6.1p |
|
|
|
21.0p |
|
|
Profit before specific items and taxation |
|
|
|
|
|
|
446 |
|
|
|
496 |
|
|
|
531 |
|
|
|
610 |
|
|
|
2,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 interest in 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 |
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
3.8p |
|
|
|
4.4p |
|
|
|
4.1p |
|
|
|
5.1p |
|
|
|
17.3p |
|
|
Profit before specific items and taxation |
|
|
|
|
|
|
382 |
|
|
|
440 |
|
|
|
408 |
|
|
|
505 |
|
|
|
1,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st |
|
|
2nd |
|
|
3rd |
|
|
4th |
|
|
Total |
|
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 |
|
|
|
|
|
|
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 |
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
497 |
|
|
|
494 |
|
|
|
81 |
|
|
|
(1,316 |
) |
|
|
(244 |
) |
Taxation |
|
|
|
|
|
|
(115 |
) |
|
|
(116 |
) |
|
|
(19 |
) |
|
|
303 |
|
|
|
53 |
|
|
Profit (loss) for the period |
|
|
|
|
|
|
382 |
|
|
|
378 |
|
|
|
62 |
|
|
|
(1,013 |
) |
|
|
(191 |
) |
|
Basic earnings (loss) per share |
|
|
|
|
|
|
4.9p |
|
|
|
4.9p |
|
|
|
0.8p |
|
|
|
(13.1)p |
|
|
|
(2.5)p |
|
Diluted earnings (loss) per share |
|
|
|
|
|
|
4.8p |
|
|
|
4.9p |
|
|
|
0.8p |
|
|
|
(13.0)p |
|
|
|
(2.5)p |
|
|
Adjusted basic earnings per sharea |
|
|
|
|
|
|
4.4p |
|
|
|
4.5p |
|
|
|
2.7p |
|
|
|
2.4p |
|
|
|
14.1p |
|
|
Profit before specific items and taxation |
|
|
|
|
|
|
446 |
|
|
|
454 |
|
|
|
302 |
|
|
|
252 |
|
|
|
1,454 |
|
|
|
|
a |
Adjusted results refer to the amounts before specific items as defined on page 91. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 157 |
ADDITIONAL INFORMATION
SELECTED FINANCIAL DATA
Summary group income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
a |
|
2009 |
a |
|
2008 |
a |
|
2007 |
a |
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
20,076 |
|
|
|
20,911 |
|
|
|
21,431 |
|
|
|
20,704 |
|
|
|
20,223 |
|
Specific items |
|
|
|
|
|
|
(52 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
20,076 |
|
|
|
20,859 |
|
|
|
21,390 |
|
|
|
20,704 |
|
|
|
20,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
373 |
|
|
|
378 |
|
|
|
352 |
|
|
|
359 |
|
|
|
236 |
|
Specific items |
|
|
|
|
|
|
2 |
|
|
|
(13 |
) |
|
|
(10 |
) |
|
|
(3 |
) |
|
|
|
|
373 |
|
|
|
380 |
|
|
|
339 |
|
|
|
349 |
|
|
|
233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
(17,542 |
) |
|
|
(18,689 |
) |
|
|
(19,435 |
) |
|
|
(18,168 |
) |
|
|
(17,746 |
) |
Specific items |
|
|
(329 |
) |
|
|
(427 |
) |
|
|
(1,993 |
) |
|
|
(529 |
) |
|
|
(169 |
) |
|
|
|
|
(17,871 |
) |
|
|
(19,116 |
) |
|
|
(21,428 |
) |
|
|
(18,697 |
) |
|
|
(17,915 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
2,907 |
|
|
|
2,600 |
|
|
|
2,348 |
|
|
|
2,895 |
|
|
|
2,713 |
|
Specific items |
|
|
(329 |
) |
|
|
(477 |
) |
|
|
(2,047 |
) |
|
|
(539 |
) |
|
|
(172 |
) |
|
|
|
|
2,578 |
|
|
|
2,123 |
|
|
|
301 |
|
|
|
2,356 |
|
|
|
2,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
(845 |
) |
|
|
(890 |
) |
|
|
(933 |
) |
|
|
(798 |
) |
|
|
(653 |
) |
Specific items |
|
|
(79 |
) |
|
|
(268 |
) |
|
|
313 |
|
|
|
420 |
|
|
|
559 |
|
|
|
|
|
(924 |
) |
|
|
(1,158 |
) |
|
|
(620 |
) |
|
|
(378 |
) |
|
|
(94 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of post tax profits (losses) of associates and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
21 |
|
|
|
25 |
|
|
|
39 |
|
|
|
(11 |
) |
|
|
15 |
|
Specific items |
|
|
|
|
|
|
29 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
54 |
|
|
|
75 |
|
|
|
(11 |
) |
|
|
15 |
|
Profit (loss) on disposal of associates and joint ventures specific items |
|
|
42 |
|
|
|
(12 |
) |
|
|
|
|
|
|
9 |
|
|
|
22 |
|
|
Profit (loss) before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
2,083 |
|
|
|
1,735 |
|
|
|
1,454 |
|
|
|
2,086 |
|
|
|
2,075 |
|
Specific items |
|
|
(366 |
) |
|
|
(728 |
) |
|
|
(1,698 |
) |
|
|
(110 |
) |
|
|
409 |
|
|
|
|
|
1,717 |
|
|
|
1,007 |
|
|
|
(244 |
) |
|
|
1,976 |
|
|
|
2,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation (expense) credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
(452 |
) |
|
|
(398 |
) |
|
|
(361 |
) |
|
|
(455 |
) |
|
|
(485 |
) |
Specific items |
|
|
239 |
|
|
|
420 |
|
|
|
414 |
|
|
|
217 |
|
|
|
853 |
|
|
|
|
|
(213 |
) |
|
|
22 |
|
|
|
53 |
|
|
|
(238 |
) |
|
|
368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
1,631 |
|
|
|
1,337 |
|
|
|
1,093 |
|
|
|
1,631 |
|
|
|
1,590 |
|
Specific items |
|
|
(127 |
) |
|
|
(308 |
) |
|
|
(1,284 |
) |
|
|
107 |
|
|
|
1,262 |
|
|
|
|
|
1,504 |
|
|
|
1,029 |
|
|
|
(191 |
) |
|
|
1,738 |
|
|
|
2,852 |
|
|
Basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
|
21.0p |
|
|
|
17.3p |
|
|
|
14.1p |
|
|
|
20.2p |
|
|
|
19.1p |
|
Specific items |
|
|
(1.6)p |
|
|
|
(4.0)p |
|
|
|
(16.6)p |
|
|
|
1.3p |
|
|
|
15.3p |
|
|
Total basic earnings (loss) per share |
|
|
19.4p |
|
|
|
13.3p |
|
|
|
(2.5)p |
|
|
|
21.5p |
|
|
|
34.4p |
|
|
Average number of shares used in basic earnings per share (millions) |
|
|
7,750 |
|
|
|
7,740 |
|
|
|
7,724 |
|
|
|
8,066 |
|
|
|
8,293 |
|
Average number of shares used in diluted earnings per share (millions) |
|
|
8,116 |
|
|
|
7,988 |
|
|
|
7,771 |
|
|
|
8,223 |
|
|
|
8,479 |
|
Diluted earnings (loss) per share |
|
|
18.5p |
|
|
|
12.9p |
|
|
|
(2.5)p |
|
|
|
21.1p |
|
|
|
33.6p |
|
Dividends per shareb |
|
|
7.4p |
|
|
|
6.9p |
|
|
|
6.5p |
|
|
|
15.8p |
|
|
|
15.1p |
|
Dividends per share, centsb,c |
|
|
11.8c |
|
|
|
10.5c |
|
|
|
9.3c |
|
|
|
31.4c |
|
|
|
29.7c |
|
|
|
|
a |
During 2011 the group amended its definition of specific items. Comparatives have
been re-presented to be on a consistent basis. |
|
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. |
158
ADDITIONAL INFORMATION SELECTED FINANCIAL DATA
Summary group cash flow statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Net cash inflow from operating activities |
|
|
4,566 |
|
|
|
4,825 |
|
|
|
4,706 |
|
|
|
5,486 |
|
|
|
5,210 |
|
Net cash outflow from investing activities |
|
|
(2,183 |
) |
|
|
(2,775 |
) |
|
|
(2,954 |
) |
|
|
(3,664 |
) |
|
|
(2,778 |
) |
Net cash used in financing activities |
|
|
(3,499 |
) |
|
|
(1,714 |
) |
|
|
(1,865 |
) |
|
|
(1,430 |
) |
|
|
(2,898 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(3 |
) |
|
|
(7 |
) |
|
|
54 |
|
|
|
25 |
|
|
|
(35 |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
|
(1,119 |
) |
|
|
329 |
|
|
|
(59 |
) |
|
|
417 |
|
|
|
(501 |
) |
Cash and cash equivalents at the start of the year |
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
|
1,258 |
|
|
Cash and cash equivalents at the end of the year |
|
|
325 |
|
|
|
1,444 |
|
|
|
1,115 |
|
|
|
1,174 |
|
|
|
757 |
|
|
Summary group balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
At 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Intangible assets |
|
|
3,389 |
|
|
|
3,672 |
|
|
|
3,788 |
|
|
|
3,355 |
|
|
|
2,584 |
|
Property, plant and equipment |
|
|
14,623 |
|
|
|
14,856 |
|
|
|
15,405 |
|
|
|
15,307 |
|
|
|
14,997 |
|
Retirement benefit asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,887 |
|
|
|
|
|
Other non-current assets |
|
|
1,597 |
|
|
|
3,867 |
|
|
|
4,154 |
|
|
|
1,286 |
|
|
|
780 |
|
|
|
|
|
19,609 |
|
|
|
22,395 |
|
|
|
23,347 |
|
|
|
22,835 |
|
|
|
18,361 |
|
Current assets less current liabilities |
|
|
(3,100 |
) |
|
|
(4,135 |
) |
|
|
(3,141 |
) |
|
|
(2,978 |
) |
|
|
(3,746 |
) |
|
Total assets less current liabilities |
|
|
16,509 |
|
|
|
18,260 |
|
|
|
20,206 |
|
|
|
19,857 |
|
|
|
14,615 |
|
Non-current loans and other borrowings |
|
|
(9,371 |
) |
|
|
(9,522 |
) |
|
|
(12,365 |
) |
|
|
(9,818 |
) |
|
|
(6,387 |
) |
Retirement benefit obligations |
|
|
(1,830 |
) |
|
|
(7,864 |
) |
|
|
(3,973 |
) |
|
|
(108 |
) |
|
|
(389 |
) |
Other non-current liabilities |
|
|
(3,357 |
) |
|
|
(3,500 |
) |
|
|
(3,699 |
) |
|
|
(4,499 |
) |
|
|
(3,567 |
) |
|
Total assets less liabilities |
|
|
1,951 |
|
|
|
(2,626 |
) |
|
|
169 |
|
|
|
5,432 |
|
|
|
4,272 |
|
|
Called up share capital |
|
|
408 |
|
|
|
408 |
|
|
|
408 |
|
|
|
420 |
|
|
|
432 |
|
Share premium account |
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
62 |
|
|
|
31 |
|
Capital redemption reserve |
|
|
27 |
|
|
|
27 |
|
|
|
27 |
|
|
|
15 |
|
|
|
2 |
|
Other reserves |
|
|
658 |
|
|
|
757 |
|
|
|
1,301 |
|
|
|
(527 |
) |
|
|
88 |
|
Retained earnings (loss) |
|
|
770 |
|
|
|
(3,904 |
) |
|
|
(1,656 |
) |
|
|
5,439 |
|
|
|
3,685 |
|
|
Total parent shareholders equity (deficit) |
|
|
1,925 |
|
|
|
(2,650 |
) |
|
|
142 |
|
|
|
5,409 |
|
|
|
4,238 |
|
Non-controlling interests |
|
|
26 |
|
|
|
24 |
|
|
|
27 |
|
|
|
23 |
|
|
|
34 |
|
|
Total equity (deficit) |
|
|
1,951 |
|
|
|
(2,626 |
) |
|
|
169 |
|
|
|
5,432 |
|
|
|
4,272 |
|
|
Other selected financial data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Adjusted EBITDAa |
|
|
5,886 |
|
|
|
5,639 |
|
|
|
5,238 |
|
|
|
5,784 |
|
|
|
5,633 |
|
|
Reported free cash flowb |
|
|
2,011 |
|
|
|
1,933 |
|
|
|
737 |
|
|
|
1,823 |
|
|
|
1,874 |
|
|
Net debtc |
|
|
8,816 |
|
|
|
9,283 |
|
|
|
10,361 |
|
|
|
9,460 |
|
|
|
7,914 |
|
|
|
|
a |
Adjusted EBITDA is stated before specific items and is defined on page 57. |
|
b |
Reported free cash flow is defined on page 58. |
|
c |
Net debt is defined on page 58. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 159 |
ADDITIONAL INFORMATION
FINANCIAL STATISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Financial ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per sharea pence |
|
|
21.0 |
|
|
|
17.3 |
|
|
|
14.1 |
|
|
|
20.2 |
|
|
|
19.1 |
|
Reported basic (loss) earnings per share pence |
|
|
19.4 |
|
|
|
13.3 |
|
|
|
(2.5 |
) |
|
|
21.5 |
|
|
|
34.4 |
|
Adjusted return on capital employeda, b % |
|
|
18.7 |
|
|
|
16.0 |
|
|
|
14.5 |
|
|
|
17.7 |
|
|
|
17.6 |
|
Reported return on capital employedb % |
|
|
16.9 |
|
|
|
13.3 |
|
|
|
2.3 |
|
|
|
14.4 |
|
|
|
16.5 |
|
Adjusted interest cover before net pension interestc times |
|
|
3.4 |
|
|
|
2.9 |
|
|
|
2.5 |
|
|
|
3.6 |
|
|
|
4.2 |
|
Reported interest coverd times |
|
|
2.8 |
|
|
|
1.8 |
|
|
|
0.5 |
|
|
|
6.2 |
|
|
|
27.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Expenditure on research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expense |
|
|
389 |
|
|
|
444 |
|
|
|
590 |
|
|
|
532 |
|
|
|
378 |
|
Amortisation of internally developed computer software |
|
|
444 |
|
|
|
491 |
|
|
|
431 |
|
|
|
325 |
|
|
|
314 |
|
|
Total |
|
|
833 |
|
|
|
935 |
|
|
|
1,021 |
|
|
|
857 |
|
|
|
692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Year ended 31 March |
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
£m |
|
|
Capital expenditure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transmission equipment |
|
|
985 |
|
|
|
902 |
|
|
|
1,067 |
|
|
|
1,117 |
|
|
|
1,209 |
|
Exchange equipment |
|
|
43 |
|
|
|
29 |
|
|
|
44 |
|
|
|
83 |
|
|
|
118 |
|
Other network equipment |
|
|
851 |
|
|
|
753 |
|
|
|
899 |
|
|
|
1,060 |
|
|
|
854 |
|
Computers and office equipment |
|
|
592 |
|
|
|
115 |
|
|
|
140 |
|
|
|
181 |
|
|
|
149 |
|
Motor vehicles and other |
|
|
87 |
|
|
|
662 |
|
|
|
912 |
|
|
|
876 |
|
|
|
877 |
|
Land and buildings |
|
|
20 |
|
|
|
29 |
|
|
|
23 |
|
|
|
33 |
|
|
|
61 |
|
|
|
|
|
2,578 |
|
|
|
2,490 |
|
|
|
3,085 |
|
|
|
3,350 |
|
|
|
3,268 |
|
Increase (decrease) in engineering stores |
|
|
12 |
|
|
|
43 |
|
|
|
3 |
|
|
|
(11 |
) |
|
|
(21 |
) |
|
Total capital expenditure |
|
|
2,590 |
|
|
|
2,533 |
|
|
|
3,088 |
|
|
|
3,339 |
|
|
|
3,247 |
|
Increase (decrease) in payables |
|
|
55 |
|
|
|
(24 |
) |
|
|
(6 |
) |
|
|
(24 |
) |
|
|
51 |
|
|
Cash outflow on capital expenditure |
|
|
2,645 |
|
|
|
2,509 |
|
|
|
3,082 |
|
|
|
3,315 |
|
|
|
3,298 |
|
|
|
|
a |
Adjusted results refer to the results before specific items. |
|
b |
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. |
|
c |
The number of times net finance expense before specific items is covered by adjusted
operating profit. |
|
d |
The number of times reported net finance expense is covered by reported operating
profit. |
160
ADDITIONAL INFORMATION
OPERATIONAL STATISTICS
All values in thousands unless otherwise stated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
BT Global Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Order intake (£m) |
|
|
7,270 |
|
|
|
6,631 |
|
|
|
7,917 |
|
|
|
7,835 |
|
|
|
9,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call minutes (bn) |
|
|
43.48 |
|
|
|
49.17 |
|
|
|
56.79 |
|
|
|
66.02 |
|
|
|
76.95 |
|
Average annual revenue per consumer user (ARPU)a (£) |
|
|
326 |
|
|
|
309 |
|
|
|
287 |
|
|
|
274 |
|
|
|
262 |
|
Active consumer linesb |
|
|
10,448 |
|
|
|
11,113 |
|
|
|
11,789 |
|
|
|
12,600 |
|
|
|
13,634 |
|
BT Vision installed base |
|
|
575 |
|
|
|
467 |
|
|
|
423 |
|
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Openreachc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal copper lines |
|
|
15,320 |
|
|
|
16,795 |
|
|
|
18,626 |
|
|
|
|
|
|
|
|
|
External copper lines |
|
|
5,189 |
|
|
|
5,005 |
|
|
|
4,751 |
|
|
|
|
|
|
|
|
|
Fully unbundled copper lines |
|
|
4,266 |
|
|
|
2,966 |
|
|
|
1,714 |
|
|
|
|
|
|
|
|
|
|
Total copper lines |
|
|
24,775 |
|
|
|
24,766 |
|
|
|
25,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband lines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BT Retail |
|
|
5,691 |
|
|
|
5,132 |
|
|
|
4,757 |
|
|
|
4,402 |
|
|
|
3,659 |
|
BT Wholesale (external) |
|
|
2,421 |
|
|
|
2,926 |
|
|
|
3,305 |
|
|
|
3,983 |
|
|
|
5,168 |
|
Openreach |
|
|
7,609 |
|
|
|
6,620 |
|
|
|
5,750 |
|
|
|
4,300 |
|
|
|
1,910 |
|
|
Total broadband lines |
|
|
15,721 |
|
|
|
14,678 |
|
|
|
13,812 |
|
|
|
12,685 |
|
|
|
10,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadband market shared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BTs retail share of net additions |
|
|
51 |
% |
|
|
43 |
% |
|
|
31 |
% |
|
|
35 |
% |
|
|
30 |
% |
BTs retail share of installed base |
|
|
36 |
% |
|
|
35 |
% |
|
|
34 |
% |
|
|
35 |
% |
|
|
34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange linese |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
11,802 |
|
|
|
13,051 |
|
|
|
14,514 |
|
|
|
15,793 |
|
|
|
16,636 |
|
Business/corporate |
|
|
4,860 |
|
|
|
5,367 |
|
|
|
5,992 |
|
|
|
6,750 |
|
|
|
7,264 |
|
|
Total exchange lines |
|
|
16,662 |
|
|
|
18,418 |
|
|
|
20,506 |
|
|
|
22,543 |
|
|
|
23,900 |
|
|
|
|
a |
Rolling 12 month consumer revenue, less mobile POLOs, divided by average number of
primary lines. |
|
b |
Active consumer lines represents the number of lines over which BT is the call
provider (excluding Northern Ireland but including Plusnet in 2010). |
|
c |
Total copper lines split is not available on a consistent basis for 2008 and 2007. |
|
d |
DSL and LLU. |
|
e |
Exchange lines include analogue lines and digital channels
sold through BT Global Services, BT Retail and BT Wholesale. |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 161 |
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; EBITDA; free cash flow; net debt; operating cost reductions; investment in and
roll out of our fibre network; our broadband service and strategy; charges, interest and cash
contributions to the BT Pension Scheme; 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; BT Global Services
cash flow; 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 39 to 43. BT undertakes no obligation
to update any forward-looking statements whether as a result of new information, future events or
otherwise.
162
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 10 ordinary shares, have been issued by JPMorgan Chase Bank, as Depositary for the
American Depositary Receipts (ADRs) evidencing the ADSs, and are listed on the New York Stock
Exchange. ADSs also trade, but are not listed, on the London Stock Exchange. Trading on the New
York Stock Exchange is under the symbol BT.
Share and ADS prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence per |
|
|
US$ per |
|
|
|
ordinary share |
|
|
ADS |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
|
pence |
|
|
pence |
|
|
US$ |
|
|
US$ |
|
|
Financial years ended 31 March |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
321.75 |
|
|
|
209.25 |
|
|
|
62.96 |
|
|
|
37.08 |
|
2008 |
|
|
336.75 |
|
|
|
205.50 |
|
|
|
68.55 |
|
|
|
40.46 |
|
2009 |
|
|
235.50 |
|
|
|
71.40 |
|
|
|
46.20 |
|
|
|
9.80 |
|
2010 |
|
|
149.60 |
|
|
|
79.70 |
|
|
|
25.14 |
|
|
|
11.64 |
|
2011 |
|
|
191.10 |
|
|
|
109.9 |
|
|
|
31.31 |
|
|
|
16.19 |
|
|
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 |
|
|
Financial year ended 31 March 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 30 June 2010 |
|
|
140.60 |
|
|
|
109.90 |
|
|
|
20.85 |
|
|
|
16.19 |
|
1 July 30 September 2010 |
|
|
146.40 |
|
|
|
126.30 |
|
|
|
23.35 |
|
|
|
19.19 |
|
1 October 31 December 2010 |
|
|
187.80 |
|
|
|
142.80 |
|
|
|
29.13 |
|
|
|
22.61 |
|
1 January 31 March 2011 |
|
|
191.10 |
|
|
|
172.90 |
|
|
|
31.31 |
|
|
|
27.87 |
|
|
Months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2010 |
|
|
174.20 |
|
|
|
155.70 |
|
|
|
27.55 |
|
|
|
24.86 |
|
December 2010 |
|
|
187.80 |
|
|
|
169.50 |
|
|
|
29.13 |
|
|
|
26.66 |
|
January 2011 |
|
|
190.80 |
|
|
|
172.90 |
|
|
|
29.83 |
|
|
|
27.87 |
|
February 2011 |
|
|
187.70 |
|
|
|
176.00 |
|
|
|
30.36 |
|
|
|
28.53 |
|
March 2011 |
|
|
191.10 |
|
|
|
175.50 |
|
|
|
31.31 |
|
|
|
28.08 |
|
April 2011 |
|
|
195.80 |
|
|
|
188.20 |
|
|
|
33.06 |
|
|
|
30.60 |
|
1 May 6 May 2011 |
|
|
196.70 |
|
|
|
194.30 |
|
|
|
32.86 |
|
|
|
31.92 |
|
|
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.
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 173).
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 163 |
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
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 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
of 5p each |
|
|
|
Number of |
|
|
Percentage |
|
|
No. of |
|
|
Percentage |
|
|
|
holdings |
|
|
of total |
|
|
shares held |
|
|
of total |
|
Range |
|
|
|
|
|
% |
|
|
millions |
|
|
% |
|
|
1 399 |
|
|
427,887 |
|
|
|
38.88 |
|
|
|
90 |
|
|
|
1.1 |
|
400 799 |
|
|
300,012 |
|
|
|
27.27 |
|
|
|
168 |
|
|
|
2.06 |
|
800 1,599 |
|
|
215,895 |
|
|
|
19.62 |
|
|
|
241 |
|
|
|
2.96 |
|
1,600 9,999 |
|
|
150,133 |
|
|
|
13.64 |
|
|
|
448 |
|
|
|
5.49 |
|
10,000 99,999 |
|
|
5,253 |
|
|
|
0.48 |
|
|
|
95 |
|
|
|
1.17 |
|
100,000 999,999 |
|
|
615 |
|
|
|
0.06 |
|
|
|
229 |
|
|
|
2.81 |
|
1,000,000 4,999,999 |
|
|
309 |
|
|
|
0.03 |
|
|
|
728 |
|
|
|
8.93 |
|
5,000,000 and abovea,b,c,d |
|
|
172 |
|
|
|
0.02 |
|
|
|
6,152 |
|
|
|
75.48 |
|
|
Totale |
|
|
1,100,276 |
|
|
|
100.00 |
|
|
|
8,151 |
|
|
|
100.00 |
|
|
|
|
a |
8.1m 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, 79.3m shares were held in trust on
behalf of 64,643 participants who were beneficially entitled to the shares. 227m shares were held
in the corporate nominee BT Group EasyShare on behalf of 101,488 beneficial owners. |
|
c |
142m shares were represented by ADSs. An analysis by size of holding is not available
for this holding. |
|
d |
388m shares were held as treasury shares. |
|
e |
12.04% of the shares were in 1,085,529 individual holdings, of which 92,973 were joint
holdings, and 87.96% of the shares were in 14,747 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 6 May 2011, there were 8,151,227,029 ordinary shares outstanding, including 388,070,539 shares
held as treasury shares. At the same date, approximately 15.3m ADSs (equivalent to 153m ordinary
shares, or approximately 1.8% of the total number of ordinary shares outstanding on that date) were
outstanding and were held by 2,082 record holders of ADRs.
At 31 March 2011, there were 3,686 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 2010 was paid on 6 September 2010 to
shareholders on the register on 13 August 2010, and an interim dividend in respect of the year
ended 31 March 2011 was paid on 7 February 2011 to shareholders on the register on 31 December
2010. The final proposed dividend in respect of the year ended 31 March 2011, if approved by
shareholders, will be paid on
5 September 2011 to shareholders on the register on 12 August 2011.
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 170. 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$ |
|
|
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 |
|
|
|
0.684 |
|
|
|
1.023 |
|
2011 |
|
|
2.40 |
|
|
|
5.00 |
|
|
|
7.40 |
|
|
|
0.240 |
|
|
|
0.500 |
|
|
|
0.740 |
|
|
|
0.366 |
|
|
|
|
a |
|
|
|
a |
|
|
|
a |
Qualifying holders of ADSs on record as of 12 August 2011 are entitled to receive the
final dividend which will be paid to ADS holders on 13 September 2011, subject to approval at the
AGM. The US Dollar amount of the final dividend of 5.0 pence per ADS to be paid to holders of ADSs
will be based on the exchange rate in effect on 5 September 2011, the date of payment to holders of
ordinary shares. |
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.
164
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
Dividend mandate
Any shareholder wishing dividends to be paid directly into a bank or building society account
should contact the Shareholder Helpline (see page 173). Alternatively, a form may be downloaded
from the Shareholder information page of our website at www.bt.com/investorcentre. Dividends paid
in this way will be paid through the Bankers Automated Clearing System (BACS).
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 |
|
|
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 |
|
2010 final |
|
6 September 2010 |
|
|
140.41 |
|
2011 interim |
|
7 February 2011 |
|
|
185.89 |
|
|
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 2011 financial year was positive 56.8%, compared with the FTSE 100 TSR which was positive 7.4%
and the FTSEurofirst 300 Telco Index TSR which was positive 15.5%. BTs TSR improvement in the 2011
financial year is mainly due to the increase in the share price during 2011, from a closing price
of 123.9p on 31 March 2010. Over the last five financial years, BTs TSR was positive 9.7%,
compared with the FTSE 100 TSR of positive 19.0% and the FTSEurofirst 300 Telco Index TSR of
positive 31.4%.
31 March 2006 = 100
Source: Datastream
The graph shows the relative TSR performance of BT, the FTSE 100 and the FTSEurofirst 300 Telco Index
over the past five years.
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 165 |
ADDITIONAL INFORMATION INFORMATION FOR SHAREHOLDERS
Results announcements
Expected announcements of results:
|
|
|
|
|
Results for the 2012 financial year |
|
Datea |
|
1st quarter |
|
28 July 2011 |
2nd quarter and half year |
|
November 2011 |
3rd quarter and nine months |
|
February 2012 |
4th quarter and full year |
|
May 2012 |
2012 Annual Report published |
|
May 2012 |
|
|
|
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. They can be contacted through their website at www.halifax.co.uk/sharedealing or by
telephone on 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 173).
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 |
|
2011 |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Period end |
|
|
1.60 |
|
|
|
1.52 |
|
|
|
1.43 |
|
|
|
1.99 |
|
|
|
1.97 |
Averagea |
|
|
1.56 |
|
|
|
1.55 |
|
|
|
1.70 |
|
|
|
2.01 |
|
|
|
1.91 |
High |
|
|
1.43 |
|
|
|
1.64 |
|
|
|
2.00 |
|
|
|
2.11 |
|
|
|
1.99 |
Low |
|
|
1.64 |
|
|
|
1.49 |
|
|
|
1.37 |
|
|
|
1.94 |
|
|
|
1.74 |
|
|
|
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 |
|
|
2011 |
|
|
2011 |
|
|
2011 |
|
|
2011 |
|
|
2010 |
|
|
2010 |
|
High |
|
|
1.67 |
|
|
|
1.64 |
|
|
|
1.62 |
|
|
|
1.60 |
|
|
|
1.59 |
|
|
|
1.63 |
Low |
|
|
1.61 |
|
|
|
1.60 |
|
|
|
1.60 |
|
|
|
1.55 |
|
|
|
1.54 |
|
|
|
1.56 |
|
On 6 May 2011, the most recent practicable date for this Annual Report, the Noon Buying Rate was
US$1.64 to £1.00.
166
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 2011 167 |
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 its 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.
168
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 1% 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 2011 169 |
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
sources, 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 UK or unless a US Holder of ordinary shares or ADSs carries on a trade,
profession or vocation in the UK through a branch or agency, or, in the case of a company, a
permanent establishment in the UK, 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 Sterling 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 US 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.
170
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 US, 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 UK tax
purposes in the UK or unless a US Holder of ordinary shares or ADSs carries on a trade, profession,
or vocation in the UK 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 UK on or after 17 March 1998 or who falls to be regarded as resident outside the UK
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 UK 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 UK to UK tax on capital
gains, subject to any available exemption or relief, even though he is not resident or ordinarily
resident in the UK 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 US 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 US 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 2011 171 |
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, and 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/sustainabilityreport
|
|
|
Document |
|
Publication date |
|
Summary financial statement & Notice of Meeting
|
|
May |
Annual Report & Form 20-F
|
|
May |
Better future: our annual sustainability report
|
|
May |
EAB Annual Report
|
|
May |
Quarterly results releases
|
|
July, November, February and May |
Current Cost Financial Statements
|
|
July |
Statement of Business Practice (The Way We Work) |
|
|
|
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 173.
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 173).
172
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, research 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 financial analysts
Institutional investors and financial analysts may contact BT Investor Relations on:
Tel: 020 7356 4909
e-mail: investorrelations@bt.com
Industry analysts may contact:
Tel: 020 7356 5631
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 2011 173 |
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 |
|
Where information can be found in this Annual Report |
|
|
|
Item |
|
Section |
|
Page |
|
|
|
1 |
|
Identity of directors, senior management and advisors |
|
Not applicable |
|
|
|
|
|
|
2 |
|
Offer statistics and expected timetable |
|
Not applicable |
|
|
|
|
|
|
3 |
|
Key information |
|
|
|
|
|
|
3A |
|
Selected financial data |
|
Financial summary |
|
|
2 |
|
|
|
|
|
Selected financial data |
|
|
158 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Exchange rates |
|
|
166 |
|
3B |
|
Capitalisation and indebtedness |
|
Not applicable |
|
|
|
|
3C |
|
Reasons for the offer and use of proceeds |
|
Not applicable |
|
|
|
|
|
4 |
|
Information on the company |
|
|
|
|
|
|
4A |
|
History and development of the company |
|
Our business and strategy |
|
|
|
|
|
|
|
|
Who we are |
|
|
10 |
|
|
|
|
|
What we do |
|
|
10 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Background |
|
|
163 |
|
|
|
|
|
Financial position and resources |
|
|
|
|
|
|
|
|
Acquisitions and disposals |
|
|
56 |
|
|
|
|
|
Liquidity |
|
|
|
|
|
|
|
|
Net capital expenditure |
|
|
51 |
|
4B |
|
Business overview |
|
Our business and strategy |
|
|
10 |
|
|
|
|
|
Our markets and customers |
|
|
14 |
|
|
|
|
|
Our resources |
|
|
19 |
|
|
|
|
|
Our lines of business |
|
|
23 |
|
|
|
|
|
Our corporate responsibility |
|
|
36 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Segment information |
|
|
105 |
|
|
|
|
|
Operational statistics |
|
|
161 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
162 |
|
4C |
|
Organisational structure |
|
Our business |
|
|
|
|
|
|
|
|
Our business model |
|
|
5 |
|
|
|
|
|
Subsidiary undertakings and associate |
|
|
155 |
|
4D |
|
Property, plants and equipment |
|
Our resources |
|
|
|
|
|
|
|
|
Property portfolio |
|
|
22 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
121 |
|
|
|
|
|
Financial statistics |
|
|
160 |
|
|
5 |
|
Operating and financial review and prospects |
|
|
|
|
|
|
5A |
|
Operating results |
|
Our business and strategy |
|
|
10 |
|
|
|
|
|
Our lines of business |
|
|
23 |
|
|
|
|
|
Financial review |
|
|
44 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
162 |
|
5B |
|
Liquidity and capital resources |
|
Financial review |
|
|
44 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
162 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Loans and other borrowings |
|
|
126 |
|
|
|
|
|
Financial instruments and risk management |
|
|
139 |
|
|
|
|
|
Financial commitments and contingent liabilities |
|
|
150 |
|
5C |
|
Research and development, patents and licences |
|
Our resources |
|
|
|
|
|
|
|
|
Global research capability |
|
|
21 |
|
|
|
|
|
Financial statistics |
|
|
160 |
|
174
ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F
|
|
|
|
|
|
|
|
|
Required Item in Form 20-F |
|
Where information can be found in this Annual Report |
|
|
|
Item |
|
Section |
|
Page |
|
|
|
5D |
|
Trend information |
|
Financial review |
|
|
44 |
|
|
|
|
|
Quarterly analysis of revenue and profit |
|
|
157 |
|
|
|
|
|
Selected financial data |
|
|
158 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Cautionary statement regarding forward-looking statements |
|
|
162 |
|
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 |
|
|
60 |
|
6B |
|
Compensation |
|
Report on directors remuneration |
|
|
69 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Share-based payments |
|
|
111 |
|
|
|
|
|
Retirement benefit plans |
|
|
129 |
|
6C |
|
Board practices |
|
Board of directors and Operating Committee |
|
|
60 |
|
|
|
|
|
The Board |
|
|
62 |
|
|
|
|
|
Report on directors remuneration |
|
|
69 |
|
6D |
|
Employees |
|
Our resources |
|
|
19 |
|
|
|
|
|
Financial review |
|
|
|
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
Operating costs |
|
|
48 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements
Employees |
|
|
110 |
|
6E |
|
Share ownership |
|
Report on directors remuneration |
|
|
69 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Share-based payments |
|
|
111 |
|
|
7 |
|
Major shareholders and related party transactions |
|
|
|
|
|
|
7A |
|
Major shareholders |
|
Shareholders and Annual General Meeting |
|
|
|
|
|
|
|
|
Substantial shareholdings |
|
|
86 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Analysis of shareholdings at 31 March 2011 |
|
|
164 |
|
7B |
|
Related party transactions |
|
Directors information |
|
|
|
|
|
|
|
|
Interest of management in certain transactions |
|
|
82 |
|
|
|
|
|
Report on directors remuneration |
|
|
69 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Related party transactions |
|
|
110 |
|
7C |
|
Interests of experts and counsel |
|
Not applicable |
|
|
|
|
|
8 |
|
Financial information |
|
|
|
|
|
|
8A |
|
Consolidated statements and other financial information |
|
See Item 18 below |
|
|
|
|
|
|
|
|
Financial position and resources |
|
|
|
|
|
|
|
|
Legal proceedings |
|
|
56 |
|
|
|
|
|
Financial performance |
|
|
|
|
|
|
|
|
Dividends |
|
|
50 |
|
|
|
|
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Financial commitments and contingent liabilities |
|
|
150 |
|
|
|
|
|
Information for shareholders |
|
|
|
|
|
|
|
|
Dividends |
|
|
164 |
|
|
|
|
|
Articles of Association (Articles) |
|
|
|
|
|
|
|
|
Dividends |
|
|
167 |
|
8B |
|
Significant changes |
|
Funding and capital management
Going concern |
|
|
54 |
|
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 175 |
ADDITIONAL INFORMATION CROSS REFERENCE TO FORM 20-F
|
|
|
|
|
|
|
|
|
Required Item in Form 20-F |
|
Where information can be found in this Annual Report |
|
|
|
Item |
|
Section |
|
Page |
|
|
|
9 |
|
The offer and listing |
|
|
|
|
|
|
9A |
|
Offer and listing details |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Stock exchange listings |
|
|
|
|
|
|
|
|
Share and ADS prices |
|
|
163 |
|
9B |
|
Plan of distribution |
|
Not applicable |
|
|
|
|
9C |
|
Markets |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Stock exchange listings |
|
|
163 |
|
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) |
|
|
167 |
|
10C |
|
Material contracts |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Material contracts |
|
|
170 |
|
10D |
|
Exchange controls |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Limitations affecting security holders |
|
|
172 |
|
10E |
|
Taxation |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Taxation (US Holders) |
|
|
170 |
|
10F |
|
Dividends and paying agents |
|
Not applicable |
|
|
|
|
10G |
|
Statement by experts |
|
Not applicable |
|
|
|
|
10H |
|
Documents on display |
|
Information for shareholders |
|
|
|
|
|
|
|
|
Documents on display |
|
|
172 |
|
10I |
|
Subsidiary information |
|
Not applicable |
|
|
|
|
|
11 |
|
Quantitative and qualitative |
|
Consolidated financial statements |
|
|
|
|
|
|
disclosures about market risk |
|
Accounting policies |
|
|
|
|
|
|
|
|
Financial instruments |
|
|
95 |
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Financial instruments and risk management |
|
|
139 |
|
|
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 |
|
|
85 |
|
|
|
|
|
Disclosure controls and procedures |
|
|
85 |
|
|
|
|
|
Internal control over financial reporting |
|
|
85 |
|
|
16A |
|
Audit committee financial expert |
|
Business policies |
|
|
|
|
|
|
|
|
US Sarbanes-Oxley Act of 2002 |
|
|
85 |
|
16B |
|
Code of ethics |
|
Business policies |
|
|
|
|
|
|
|
|
US Sarbanes-Oxley Act of 2002 |
|
|
85 |
|
16C |
|
Principal accountants' fees and services |
|
Consolidated financial statements |
|
|
|
|
|
|
|
|
Notes to the consolidated financial statements |
|
|
|
|
|
|
|
|
Audit and non-audit services |
|
|
114 |
|
|
|
|
|
Report of the Audit & Risk Committee |
|
|
65 |
|
16E |
|
Purchases of equity securities by the issuer and |
|
Not applicable |
|
|
|
|
|
|
affiliated purchasers |
|
|
|
|
|
|
16F |
|
Change in registrant's reporting accountant |
|
Not applicable |
|
|
|
|
16G |
|
Corporate Governance |
|
The Board |
|
|
|
|
|
|
|
|
New York Stock Exchange |
|
|
64 |
|
|
17 |
|
Financial statements |
|
Not applicable |
|
|
|
|
|
18 |
|
Financial statements |
|
Report of the independent auditors Consolidated financial statements |
|
|
89 |
|
|
|
|
|
United States opinion |
|
|
90 |
|
|
|
|
|
Consolidated financial statements |
|
|
91 |
|
|
|
|
|
Quarterly analysis of revenue and profit |
|
|
157 |
|
176
ADDITIONAL INFORMATION
GLOSSARY OF TERMS
A
ADS: American Depositary Share
ADSL: asymmetric 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. Asymmetric refers to differing download and upload
bandwidths.
ADSL2+: an enhanced version of ADSL, enabling the provision of higher speed
connections
ARPU: 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 Business Direct: a one-stop shop for the computing, networking and ICT
support needs of a business
BT Business: the division within BT Retail for the supply of business calls
and lines, broadband, internet, mobiles and mobile applications, domains and web hosting, data and
voice networks and IT services to SMEs
BT Conferencing: the business within BT Enterprises offering global audio,
video and internet conferencing and collaboration services
BT Consumer: the division within BT Retail offering bundled services
combining calls, broadband and TV services
BT Directories: the business within BT Enterprises offering directory
enquiries, operator and emergency services and The Phone Book and online web reviews of businesses
BT Engage IT: offers customers a wide range of business-to-business IT
solutions and services, including data centre virtualisation and unified communications
BT Enterprises: the division within BT Retail encompassing BT Conferencing,
BT Directories, BT Expedite, BT Redcare & Payphones and BT Openzone
BT Expedite: the business within BT Enterprises offering software and IT
services for medium-sized 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
BTiNet: the division within BT Business providing a CISCO centre of
excellence specialising in infrastructure, security and unified communications
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: the division within BT Retail which operates in the consumer,
business, major business and wholesale markets throughout Northern Ireland and the Republic of
Ireland
BT Openzone: the business within BT Enterprises providing premium wi-fi
hotspots offering broadband on the move to retail customers and to wholesale customers such as
mobile network operators
BT Operate: the BT internal service unit which manages BTs IT network
infrastructure platforms as a single converged operation to support BTs products and services
BT Pension Scheme (BTPS): the defined benefit pension scheme which was closed
to new members on 31 March 2001
BT Redcare & Payphones: the business within BT Enterprises providing
residential and business alarm monitoring and tracking facilities and managed, prison, card and
private payphones, as well as meeting our regulatory obligations to provide a public payphone
service
BT Retail: the BT line of business offering a wide range of retail products
and services to the consumer and small to medium-sized enterprise 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 creating a sustainable future for people and the planet
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
CPI: Consumer Prices Index
CR: corporate responsibility
CRM: customer relationship management
D
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
EMEA: Europe, Middle East and Africa
Ethernet: a popular standard or protocol for linking computers into a local area network. BTs Ethernet portfolio gives its 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
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 177 |
ADDITIONAL INFORMATION GLOSSARY OF TERMS
F
FTTC: fibre-to-the-cabinet. Our FTTC product links roadside cabinets to
telephone exchanges and our copper local loop is used to deliver super-fast broadband to customer
premises
FTTP: fibre-to-the-premises. FTTP involves installing fibre into homes or
premises, superseding the copper local loop
FTSE4 Good Index: measures the performance of companies that meet globally
recognised corporate responsibility standards
G
GSOP: BT Group Global Share Option Plan a share option plan
GW/a: Gigawatt hours per annum
H
HMRC: HM Revenue & Customs
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: internet protocol a packet-based protocol for delivering data
including voice and video across networks
IP Exchange: BT Wholesales global IP interoperability platform that allows
communications providers to manage traditional and IP voice calls on a single gateway
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 by which other communications
providers take control of the individual lines in BTs local network which connect end users to the
telephone exchange. This enables these communications providers to use BTs local loop to provide
services to customers
LoB: Line of Business
M
Managed networked IT services: the delivery as a managed service of
information technology applications that are dependent on the network, IT and security
infrastructure on which they are delivered
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
MyDonate: a UK online fundraising service for charities that does not charge
a subscription fee or commission
N
N3: the secure broadband network that BT has built and is managing for the
NHS
NCC: network charge control
NGA: Next Generation Access a super-fast fibre-based broadband service,
which we aim to provide for more than 10m 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 last 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
PSTN: public switched telephone network
R
RGCs: regional governance committees established as sub-committees of the
Nominating & Governance Committee
right first time: the internal measure of whether we are keeping our
promises to our customers and meeting or exceeding their expectations
RPI: Retail Prices Index
RSP: BT Group Retention Share Plan
S
Sharesave: an HMRC approved savings related share option plan
SME: small and medium-sized 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
178
ADDITIONAL INFORMATION GLOSSARY OF TERMS
U
UK GAAP: United Kingdom Generally Accepted Accounting Principles
UK and RoI: United Kingdom and Republic of Ireland
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
USO: universal service obligation
US SEC: US Securities and Exchange Commission
V
VoIP: voice over internet protocol a method of transporting speech over
the internet
W
WBA: wholesale broadband access
wi-fi: (wireless-fidelity) is a term applied to equipment that complies with
the wireless standard, which enables connectivity to other devices, equipment and networks
WLR: wholesale line rental enables communications providers to offer their
own-branded telephony services over the BT network
Y
YouView: a joint venture with the BBC, ITV, Channel 4, BT and others
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 179 |
ADDITIONAL INFORMATION
INDEX
A
Accounting policies, Group 91
Accounting policies, BT Group plc 152
Accounting standards, interpretations and amendments to published standards 99
Acquisitions and disposals 56
Additional information 156 Alternative performance measures 56 58
Articles of Association 167
Associates and joint ventures 49, 57, 123, 91
Audit & Risk Committee, Report of the 65 66
Audit and non-audit services 114
B
Background 163
Balance sheet 54 55, 104, 153, 159
Board, the 62
Board of Directors and Operating Committee 60 61
BT Global Services 12, 23 25
BT Innovate & Design 35
BT Operate 35
BT Retail 26 29
BT Wholesale 12, 30 32
Business 4
Business and strategy 10
Business model 5
Business policies 83
C
Capital expenditure 25, 51, 55, 105, 107, 150
Capital gains tax 163
Cash and cash equivalents 55, 123, 96
Cash flow statement, group 50, 103, 159
Cautionary statement regarding forward-looking statements 162
Chairmans message 3
Chief Executive, Introduction from 9
Comprehensive income, Group statement of 101
Consolidated financial statements 91
Contractual obligations and commitments 54
Corporate Governance Statement 62
Corporate responsibility 36 38
Cost transformation 11
Cross reference to Form 20-F 174 176
Customer service 6, 10
D
Deferred taxation 136, 152
Derivative financial instruments 96 97, 127 128, 146
Directors information 82
Directors remuneration, report on 69
Directors responsibility, statement of 88
Directors, Report of the 60 87
Disclosure controls and procedures 85
Dividend investment plan 165
Dividend mandate 165
Dividends 3, 45, 50, 95, 118, 152, 164, 167, 170
Documents on display 172
E
Earnings per share 2, 6, 45, 57, 118
EBITDA 2, 45, 48, 57, 105
Electronic communication 172
Equity, Group statement of changes in 102
Exchange rates 166
180
ADDITIONAL INFORMATION INDEX
F
Financial commitments and contingent liabilities 150
Financial data, selected 158 159
Finance expense and finance income 116
Financial instruments and risk management 139 149
Financial liabilities 96
Financial position and resources 54 55
Financial review 44
Financial performance 46 50
Financial statements of BT Group plc 152
Financial statistics 160
Financial summary 2
Foreign currencies 93
Free cash flow 2, 45, 50, 58
Funding and capital management 52
G
Geographical information 108
Goodwill impairment review 119
Global Invest Direct 165
Global research capability 21
Glossary of terms 177 178
Going concern 54
Group results 2, 46
H
Hedge accounting 97
Hedging activities 146
I
Income statement, group 101
Independent auditors, Report of the 89, 151
Individual savings accounts (ISAs) 166
Information for shareholders 162
Intangible assets 54, 93, 119 120
Internal control and risk management 84
Internal control over financial reporting 85
Investments 122
Investing for the future 11
L
Legal proceedings 56
Limitations affecting security holders 172
Liquidity 50
Loans and other borrowings 55, 96, 126
M
Markets and Customers 14 18
Material contracts 170
N
Net debt 2, 45, 52, 58, 144
Nominating & Governance Committee, Report of the 67
Non-controlling interests 137
Non-executive directors 61
Notes to the consolidated financial statements 105 150
New York Stock Exchange 64
O
Off-balance sheet arrangements 54
Openreach 33 34
Operating Committee 60
Operating costs 48
Operational statistics 161
Other information 152
Other operating income 47, 56, 93, 109
Other reserves 138
Our relationship with HM Government 18
Outlook 2, 45 46
Overview 2 8
P
Pensions 20, 41, 53
People 19 20
Performance 2010 25, 28, 31, 34
Principal risks and uncertainties 39
Profit before taxation 49
Property, plant and equipment 55, 94, 98, 121 122
Property portfolio 22
Provisions 55, 95, 98, 137
Publications 172
Q
Quarterly analysis of revenue and profit 157
R
Regulation 17 -18
Related party transactions 110
Resources 19
Results announcements 166
Retirement benefit plans 129 135
Revenue 46, 92, 106 108
Risks 39
S
Segment information 105
Selected financial data 158 159
Share and ADS prices 163
Share capital 97, 137, 152
Share-based payments 95, 111 113, 152
ShareGift 166
Shareholder communication 173
Shareholders and annual general meeting 86
Shareholdings, analysis of 164
Specific items 56 57, 91, 115
Statement of comprehensive income, group 101
Stock exchange listings 163
Strategic priorities 11
Subsidiary undertakings and associate 155
T
Taxation 49, 51 52, 95, 117 118, 152
Taxation (US Holders) 170
Total shareholder return 111, 165, 178
Trade and other payables 55, 96, 128
Trade and other receivables 55, 96, 124 125
U
Unclaimed Assets Register 166
US Sarbanes-Oxley Act of 2002 85
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 181 |
|
BT GROUP PLC ANNUAL REPORT & FORM 20-F 2011 183 |
Bringing it all together
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
Typeset by RR Donnelley
Printed on Amadeus 50% Recycled Offset which is
made from 50% de-inked, post consumer waste
and 50% virgin fibre.
www.bt.com
PHME 61899
|
|
|
|
|
Mixed Sources
Product group from well-managed
forests and recycled wood or fiber
www.fsc.org Cert no. TT-COC-002410
© 1996 Forest Stewardship Council
|
|
By Appointment to
Her Majesty the Queen
Suppliers of Communications, Broadband
and Networked Services
BT
London
|