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BT Group plc Annual Report and Form 20-F 2004 and Form Group plc Annual Report Delivering today Investing for tomorrow BT Group plc Registered office: 81 Newgate Street, London EC1A 7AJ Registered in England and Wales No. 4190816 Produced by BT Group Annual Report and Designed by Pauffley, London Typeset by Greenaways Printed in England by Pindar plc Form 20-F 2004 Printed on elemental chlorine-free paper sourced from sustainable forests www.bt.com BT is one of Europe’s leading providers of telecommunications services. Its principal activities include local, national and international telecommunications services, higher-value broadband and internet products and services, and IT solutions. In the UK, BT serves over 20 million business and residential customers with more than 29 million exchange lines, as well as providing network services to other operators. Contents Financial headlines 2 Chairman’s message 3 Chief Executive’s statement 4 Operating and financial review 6 Business review 6 Five-year financial summary 24 Financial review 26 Our commitment to society 47 Board of directors and Operating Committee 49 Report of the directors 51 Corporate governance 52 Report on directors’ remuneration 58 Statement of directors’ responsibility 72 Report of the independent auditors 73 Consolidated financial statements 74 United States Generally Accepted Accounting Principles 124 Subsidiary undertakings, joint ventures and associates 134 Quarterly analysis of turnover and profit 135 Financial statistics 136 Operational statistics 137 Risk factors 138 Additional information for shareholders 140 Glossary of terms and US equivalents 154 Cross reference to Form 20-F 155 Index 158 BT Group plc is a public limited company registered in England and Wales, with listings on the London and New York stock exchanges. This is the annual report for the year ended 31 March 2004. It complies with UK regulations and is the annual report on Form 20-F for the Securities and Exchange Commission to meet US regulations. This annual report has been sent to shareholders who have elected to receive a copy. A separate annual review and summary financial statement for the year ended 31 March 2004 has been issued to all shareholders. In this annual report, references to ‘‘BT Group’’, ‘‘BT’’, ‘‘the group’’, ‘‘the company’’, ‘‘we’’ or ‘‘our’’ are to BT Group plc (which includes the continuing activities of British Telecommunications plc) and its subsidiaries and lines of business, or any of them as the context may require. References to the ‘‘financial year’’ are to the year ended 31 March of each year, eg the ‘‘2004 financial year’’ refers to the year ended 31 March 2004. Unless otherwise stated, all non-financial statistics are at 31 March 2004. Please see cautionary statement regarding forward-looking statements on page 141. BT was incorporated in England and Wales on 30 March 2001 as Newgate Telecommunications Limited with the registered number 4190816. The company changed its name to BT Group plc on 11 September 2001. Following the demerger of mmO2 in November 2001, the continuing activities of BT were transferred to BT Group. BT Group’s registered office address is 81 Newgate Street, London EC1A 7AJ. 2 BT Annual Report and Form 20-F 2004 Financial headlines & Group turnover of £18.5 billion & New wave turnover of £3.4 billion, up 30% & Profit before taxation, goodwill amortisation and exceptional items of £2.0 billion, up 10% & Earnings per share before goodwill amortisation and exceptional items of 16.9 pence, up 19% & Net debt reduced from £9.6 billion to £8.4 billion & Dividends of 8.5 pence per share for the year, up 31% Years ended 31 March Continuing activities In £ million unless otherwise stated 2004 2003 2002 Group turnover 18,519 18,727 18,447 Exceptional operating costs (33) (48) (3,990) Total operating profit (loss) 2,839 2,901 (1,489) Profit on sale of fixed asset investments 38 1,700 169 Loss on sale of group undertakings (2) (9) (148) Profit on sale of property fixed assets 14 11 1,089 Amounts written off investments – (7) (535) Profit (loss) before taxation 1,948 3,157 (2,493) Profit (loss) after taxation 1,409 2,698 (2,878) Basic earnings (loss) per share 16.4p 31.2p (34.8)p Dividends per share 8.5p 6.5p 2.0p Profit before goodwill amortisation, exceptional items and taxation 2,016 1,829 1,273 Basic earnings per share before goodwill amortisation and exceptional items 16.9p 14.2p 8.8p Net cash inflow from operating activities 5,389 6,023 5,023 Capital expenditure on property, plant and equipment 2,673 2,445 3,100 The financial information above is discussed in the Financial review on pages 26 to 46, together with the reasons for focusing on the results from continuing activities before goodwill amortisation and exceptional items. The Consolidated financial statements are on pages 74 to 134. Group turnover* (£m) Net debt (£m) Earnings per share before years ended 31 March as at 31 March goodwill amortisation and exceptional items* (pence) years ended 31 March 29.5 9,573 8,425 8,700 27,942 18,519 18,727 13,701 18,447 17,141 16,125 19.3 16.9 14.2 8.8 00 01 02 03 04 00 01 02 03 04 00 01 02 03 04 *from continuing activities *from continuing activities 3 BT Annual Report and Form 20-F 2004 Chairman’s message Your company has continued to make good progress this year – delivering strong financial results while continuing to transform the business. New wave revenues grew by 30% to £3,387 million. Earnings per share, before goodwill amortisation and exceptional items, grew by 19% to 16.9 pence – almost doubling in two years. While continuing to invest for the future, we generated free cash flow of over £2 billion and reduced net debt to £8.4 billion – a reduction of two thirds on the level of three years ago. Wider responsibilities Our business It is important that companies such as BT live up to Your company continues to make progress by their responsibilities in the wider communities in which innovating in our traditional markets and by growing we operate. I’m proud to report that in the 2004 revenues in all the new wave markets – ICT financial year, we were the highest placed (information and communications technology), telecommunications company in the Dow Jones broadband, mobility and managed services – in which Sustainability Index for the third year in a row. we operate. We continue to invest where we believe it Our goal is to help everyone benefit from will make the greatest difference, while achieving improved communications and to spread the benefits rigorous standards of cost efficiency and smarter of new technology as widely as possible. This is working practices. demonstrated, for example, by our wide deployment of broadband technology throughout the UK, and by the Returns to shareholders BT Education Programme, which has enabled more Although long-term shareholder return remains the key than two million young people to participate in a measure of our success, our share price performance drama-based campaign designed to help them improve this year has not been strong. Earnings per share their communications skills. before goodwill amortisation and exceptional items have risen well, but this has yet to be reflected in our Strategic progress and outlook share price. The strong growth in new wave turnover, our ICT order However, total shareholder return also includes the book and broadband shows that our strategy is dividend, and here the news for shareholders is working. We remain committed to that strategy and positive. are confident in our ability to deliver our key strategic We are recommending a full year dividend of goals. 8.5 pence per share. Reflecting BT’s commitment to a We’ve come a long way since May 2001, when progressive dividend policy, the dividend pay out ratio your Board announced a radical plan to reduce debts, for the 2004 financial year was around 50% of manage costs and improve customer satisfaction. earnings before goodwill amortisation and exceptional We’ve established a solid platform for future growth items. The full year dividend is 31% up on last year, and success. and over four times higher than two years ago. We are None of this could have happened without the targeting a 60% pay out ratio in 2005/06. loyalty and support of our shareholders, customers, The strong cash flow generated by the group also suppliers and employees. Given the continued support enabled us to begin a share buy back programme in of all our stakeholders, we will build on this success the 2004 financial year. This is being funded from cash and accelerate the transformation of our business. generated over and above that required to meet our debt target of £7 billion in 2006/07, after paying dividends and taking into account any acquisitions or disposals. Sir Christopher Bland Regulation Chairman The recently announced strategic review of 19 May 2004 telecommunications by the UK regulator, Ofcom, is important and welcome to BT. The review will cover, within the 21 key strategic questions to be addressed, the possibility of the structural separation of BT. Your company believes this is not in the interests of shareholders, customers or employees, and will argue in favour of a strong and integrated BT. 4 BT Annual Report and Form 20-F 2004 Chief Executive’s statement New wave business ICT used to be an aspiration; it’s now a reality. We had a superb year with ICT orders worth more than £7 billion – up 59% on just a year ago. The three deals we signed with the NHS, for example – expected to be worth more than £2.1 billion – indicate our strength in this market.