BT Group plc Annual Report & Form 20-F 2016 Broadening and deepening our customer relationships Front cover and above image Bethany Johnson, BT apprentice Bethany’s Story The cover of our 2016 Annual Report features Bethany Johnson, a service delivery apprentice in her second year with the company. Working for Openreach, Bethany makes a difference to customers every day, helping them to get connected and making sure they’re happy with their service. For Bethany, her role is about earning the customers’ trust and doing a vital job right, the first time. Bethany is one of 1,700 apprentices and graduates that we’ve hired in the past two years, with a further 1,400 roles announced in February 2016. We’ll also have returned 2,000 contact centre roles to the UK as part of our commitment to answer more customer service calls within the UK. This is one Online Annual Report part of the investment we’re making to deliver superior customer service and www.bt.com/annualreport to grow our business. More than 25m businesses and homes now have access to superfast broadband and the UK has seen a massive increase in average broadband speed – from just 4Mbps in 2009 to almost 29Mbps in 2015. Together with the efforts we are making to transform our costs, our focus on investment and growth will deliver our strategy of broadening and deepening our customer relationships. Find out more throughout this Annual Report and on our website. Delivering our purpose update www.btplc.com/Purposefulbusiness Watch Bethany’s story online www.btplc.com/bethany Welcome to BT Group plc’s Annual Report 2016 This is the BT Annual Report for the year ended Contents 31 March 2016. It complies with UK regulations and comprises part of the Annual Report and Form 20-F 2 Chairman’s introduction for the US Securities and Exchange Commission to 3 Overview – BT in focus meet US regulations. The Strategic Report This is the second year that we’ve applied an Integrated 19 Purpose and strategy Reporting (IR) approach to how we structure and present 20 Chief Executive’s introduction our Annual Report. 21 Our purpose 21 Our goal IR is an initiative led by the International Integrated Reporting 21 Our strategy Council (IIRC). Its principles and aims are consistent with UK 24 Our culture regulatory developments in financial and corporate reporting. 25 Delivering our strategy We’ve reflected guiding principles and content elements from 26 Operating Committee the IIRC’s IR Framework in preparing our Annual Report. This is 28 Our business model most obvious in the representation of our business model. This 31 Financial strength year, we use an expanded set of icons for the inputs, outputs 31 Our people and outcomes of the business model. We hope this will improve 34 Our networks and physical assets linkage between the business model and the rest of the Strategic 36 Research and development Report. And the colours of the icons provide a mapping to the 37 Brand and reputation IIRC’s ‘capitals’. 38 Stakeholders and relationships 43 Protecting the environment Find out more 45 Our performance as a sustainable and responsible business www.theiirc.org 46 Our risks 57 Our lines of business 93 Group performance 94 Group Finance Director’s introduction 96 Group performance Throughout the report look out for these 109 Governance 110 Chairman’s governance report 111 How we govern the group 1 112 Board of Directors Reference to other pages within 114 The Board the report 118 Reports of the Board committees 149 Directors’ information 150 General information Reference to video content online 154 Shareholders and Annual General Meeting 157 Financial statements 158 Auditors’ reports – consolidated financial statements Reference to further reading online 165 Consolidated financial statements 170 Notes to the consolidated financial statements 222 Auditors’ report – parent company financial statements Business model icons like these. 223 Financial statements of BT Group plc They are defined on page 28. 228 Related undertakings 239 Additional information 240 Alternative performance measures Please see the cautionary statement regarding forward-looking 243 Selected financial data statements on page 248. 245 Financial and operational statistics The Purpose and strategy, Delivering our strategy, Our lines of business 248 Information for shareholders and Group performance sections on pages 19 to 108 form the 264 Cross reference to Form 20-F Strategic Report. The Governance section on pages 109 to 155 forms the Report of the Directors. 268 Glossary of terms 2 BT Group plc Annual Report 2016 An introduction from our Chairman This has been a landmark year While Openreach hit all 60 of the minimum for BT. We have completed service levels set by Ofcom, and the group ended the year on a good trajectory, we did the acquisition of EE, helped take not hit our internal targets. We have to do superfast broadband to 90% much better to match customers’ growing of the country and delivered expectations. our best revenue growth Investing in our global presence in more than seven years. We operate across the globe. Around a fifth of our revenue comes from outside the UK. Investing in digital Britain The new divisional structure we have put in This year we reached the milestone of place from April 2016 will give Global Services bringing our fibre broadband network to a sharper focus on serving major global and 25 million premises. This has been one of international businesses and organisations. the fastest deployments of fibre broadband We seek a level regulatory playing field in anywhere in the world. Rollout has been on support of this and have been encouraged by budget and ahead of schedule. The UK has progress towards genuine reform in the US the highest fibre broadband availability of this year and by efforts to implement the EU’s major European countries, delivered at some digital single market. of the lowest prices. The upcoming EU referendum creates some Openreach’s investment in its fibre broadband market uncertainty and risk. BT believes that network, which is open to all providers on staying in a reforming EU would be in the an equal basis, has been key to this progress. best interests of our business. It has been a real success story for the UK. Changes to the Board Being part of the wider BT Group has given As disclosed in last year’s Annual Report, Openreach the confidence and ability to invest Warren East stepped down from the Board at scale and pace. And we have plans to go last May as a result of his appointment as further: chief executive of Rolls-Royce. I’m delighted • delivering the minimum broadband speeds to welcome Mike Inglis who joined the Board needed for every home to enjoy the most in September 2015. Mike’s insight and in- popular internet services; depth experience in the technology industry • expanding the reach of fibre broadband will be a great asset for BT and the Board. beyond the Government’s current 95% Tim Höttges, CEO of Deutsche Telekom, joined target; and the Board in January 2016. This followed • taking the UK from a superfast nation to the EE acquisition which resulted in Deutsche an ultrafast one - making a fibre-to-the- Telekom becoming a 12% shareholder in premises service more widely available BT. I’m very pleased to have Tim on the Board; together with an ambition to bring ultrafast he has already provided valuable advice broadband to 12 million premises by the and insight. end of 2020. Rewarding our shareholders But in order to do this we need regulatory The investments we have made are delivering support and the right policy framework. for the business and resulted in revenue We are open to discussions with Ofcom growth at the top end of our outlook range and industry to achieve a strengthened but for the year. Our goal is to continue to deliver proportionate form of the current model of sustainable profitable revenue growth. Openreach governance to allow it to continue Together with our cost transformation to invest at pace. activities, this will support long-term cash Investing in new products and services flow growth and therefore value creation for This year we launched our new European shareholders. As a result of the good progress football content and are pleased with the in the year, the Board is proposing a final response from our customers. BT Mobile has dividend of 9.6p, up 13%. This gives a full year also done well, adding 400,000 customers dividend of 14.0p, also up 13%. in just a year since launch. The acquisition of Our dividend policy is to pay a progressive EE in January will allow us to bring together dividend. Our confidence in future cash flow the best UK mobile network with the largest generation means that we expect to grow the superfast broadband network, providing more dividend per share by at least 10% for each of innovative, converged products and services. the next two years. For business customers, we launched a host of cloud-based services and a number of security products to help protect organisations from growing cyber security threats. Investing to improve the Sir Michael Rake customer experience Chairman Our customers have benefited from the 4 May 2016 investments we have made in our networks and products. But our customer service has not been good enough. We are investing more in this area and hired 900 new engineers and more than 900 new contact centre agents as we look to bring jobs back to the UK. 3 Overview The Strategic Report Governance Financial statements Additional information Inside BT in focus 4 Who we are and what we do 5 Our lines of business BT in focus 6 Year in review 8 Our performance in the year We’re one of the world’s leading communications 9 Progress on our investments services companies.