MARCONI Plc MARCONI CORPORATION
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As filed with the Securities and Exchange Commission on September 28, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F □ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ࠚ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2001 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-30924 MARCONI plc MARCONI CORPORATION plc (Exact name of Registrant as specified in its charter) Not Applicable England and Wales (Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization) One Bruton Street London W1J 6AQ England (Telephone: 44-(0)-20-7493-8484) (Address and telephone number of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered or to be registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares of Marconi plc, Nasdaq National Market evidenced by American Depositary Receipts of Marconi plc, each representing two Ordinary Shares of Marconi plc Ordinary Shares, par value 5 pence Nasdaq National Market* each, of Marconi plc* Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: $900,000,000 73⁄4% Bonds due 2010 $900,000,000 83⁄8% Bonds due 2030 Indicate the number of outstanding shares of each of the issuer‘s classes of capital or common stock as of the close of the period covered by the annual report: 2,785,189,896 Ordinary Shares Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ࠚ NO □ NOT APPLICABLE □ Indicate by check mark which financial statements item the registrant has elected to follow. ITEM 17 □ ITEM 18 ࠚ (* Not for trading but only in connection with the registration of the American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.) TABLE OF CONTENTS Presentation of Financial and Other Information .............................. 1 Cautionary Note Regarding Forward-Looking Statements ...................... 2 PART I Item 1. Identity of Directors, Senior Management and Advisers ........................ 3 Item 2. Offer Statistics and Expected Timetable ....................................... 3 Item 3. Key Information ............................................................. 4 Item 4. Information on the Company ................................................. 13 Item 5. Operating and Financial Review and Prospects ................................ 51 Item 6. Directors, Senior Management and Employees ................................ 73 Item 7. Major Shareholders and Related Party Transactions ........................... 90 Item 8. Financial Information ........................................................ 94 Item 9. The Offer and Listing ........................................................ 98 Item 10. Additional Information ....................................................... 100 Item 11. Quantitative and Qualitative Disclosures about Market Risk ................... 130 Item 12. Description of Securities Other Than Equity Securities ........................ 131 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies ............................. 132 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds .. 132 Item 15. Reserved..................................................................... 133 Item 16. Reserved..................................................................... 133 PART III Item 17. Financial Statements ......................................................... 134 Item 18. Financial Statements ......................................................... 134 Item 19. Exhibits ..................................................................... 134 i PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this annual report, the terms ‘‘we’’, ‘‘us’’, ‘‘our’’, ‘‘Marconi’’, ‘‘the Marconi Group’’, ‘‘the Group’’ and similar terms refer to Marconi plc and its subsidiaries and joint ventures, as the context requires. Marconi plc is incorporated as a public limited company under the laws of England and Wales. Marconi Corporation plc is also incorporated as a public limited company under the laws of England and Wales. Marconi Corporation plc is an indirect, wholly-owned subsidiary of Marconi plc. We state our financial statements in U.K. pounds sterling. In this annual report, references to pounds sterling, pounds or £ and to pence or p are to the currency of the United Kingdom, references to euro or € are to the common legal currency of the members of the European monetary union, which is used in electronic transactions pending the issuance of euro bank notes and coins in January 2002, and references to U.S. dollars, U.S.$ or $ are to the currency of the United States. This annual report also contains translations of pound sterling amounts into U.S. dollar amounts at specified rates. Unless otherwise stated, the U.S. dollar equivalent for amounts in pounds sterling is based on the noon buying rate in the City of New York for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2001, which was $1.42 to £1. This rate may differ from the rates used in the preparation of our consolidated financial statements included in this annual report. These translations are provided solely for your convenience. You should not construe these translations as representations that the pound sterling amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rates. See ‘‘Item 3— Key Information—Exchange Rate Information’’ for historical information regarding the noon buying rate for pounds sterling. Some of the market share information and other statements in this annual report regarding our position relative to our competitors with respect to the manufacture or distribution of particular products are not based on published statistical data or information obtained from independent third parties. Rather, such information and statements reflect our management’s best estimates based upon information obtained from our customers and from trade and business organizations and associations and other contacts within the industries in which we compete. Unless otherwise specified or the context otherwise requires, market share and market data are based on fiscal 2001 sales. The information concerning Alstom and other associates contained in this annual report, including financial information, has been taken from or based upon publicly available documents and, where applicable, records on file with the SEC, supplemented by additional information obtained in our capacity as shareholders. Our fiscal year ends on March 31. Unless otherwise specified, all references in this annual report to our fiscal year refer to a twelve-month financial period ending March 31. For example, fiscal 2001 represents the fiscal year beginning on April 1, 2000 and ending on March 31, 2001. The consolidated financial statements contained in this annual report have been prepared in accordance with accounting principles generally accepted in the United States, known as U.S. GAAP. Various amounts and percentages set forth in this annual report may have been rounded and, accordingly, may not total. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 concerning our business, operations and financial performance and condition as well as for our plans and objectives for our business operations and financial performance and condition. You can identify these statements by words such as ‘‘aim,’’ ‘‘anticipate,’’ ‘‘assume,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘due,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘goal,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘objective,’’ ‘‘plan,’’ ‘‘positioned,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would’’ and other similar expressions which are predictions of or indicate future events and future trends. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are in some cases beyond our control and may cause our actual results, performance and condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause such differences include but are not limited to the risks described under ‘‘Item 3—Key Information—Risk Factors’’ as well as the risks set forth below: • continued decline in market demand for telecommunications products. • adverse changes or uncertainties in general economic conditions and business conditions in the markets we serve. • our failure to execute our restructuring plan or, once executed, the failure of our restructuring plan to achieve the goals set by management, in particular to reduce our levels of debt. • adverse changes in the markets for our products, including as a result of increased competition and consolidation in the highly competitive