BRITISH TELECOMMUNICATIONS plc Annual Report & Form 20-F 2017 As wholly-owned subsidiary of BT Group plc, British Telecommunications plc meets the conditions set forth in General Instruction (I) (1)(a) and (b) of Form 10-K as applied to reports on Form 20-F and is therefore filing this Form 20- F with the reduced disclosure format. CONTENTS The strategic report Overview 3 Our strategy 4 Our strategy in a nutshell 5 How we’re doing 6 – Delivering great customer experience 6 – Investing for growth 8 – Transforming our costs 9 Key performance indicators 10 Our business model 11 Resources, relationships and sustainability 15 – Financial strength 15 – Our people 15 – Our networks and physical assets 19 – Properties 21 – Research and development 21 – Brand and reputation 23 – Stakeholders 23 – Protecting the environment 32 – Our performance as a sustainable and responsible business 35 Our risks Our approach to risk management 36 Our principal risks 38 Our lines of business 53 Consumer 53 EE 59 Business and Public Sector 63 Global Services 67 Wholesale and Ventures 73 Technology, Services and Operations 79 Openreach 80 Group performance Group performance 88 Report of directors statutory information 99 Statement of directors’ responsibilities 105 Independent auditors’ report – consolidated financial statements 106 Consolidated financial statements 109 Notes to the consolidated financial statements 114 Independent auditors’ report – parent company financial statements 181 Related undertakings 206 Additional information 225 Cross reference to Form 20-F 238 This is the BT plc Annual Report for the year ended 31 March 2017. 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. Please see the cautionary statement regarding forward-looking statements on page 227. In this document, references to ‘BT’, ‘BT plc’, ‘the group’, ‘the company’, ‘we’ or ‘our’ are to British Telecommunications plc and its subsidiaries and lines of business, its internal service unit, or any of them as the context may require. References to ‘BT Group plc’ are to BT plc’s ultimate parent company. A reference to a year expressed as 2016/17 is to the financial year ended 31 March 2017 and a reference to a year expressed as 2017 is to the calendar year. This convention applies similarly to any reference to a previous or subsequent year. References to ‘this year’, ‘the year’ and ‘the current year’ are to the financial year ended 31 March 2017. References to ‘last year’ and the ‘prior year’ are to the financial year ended 31 March 2016. BT PLC 3 Annual Report & Form 20-F 2017 OVERVIEW British Telecommunications plc is the principal operating subsidiary of BT Group plc. We’re a wholly-owned subsidiary of BT Group plc. The BT Group plc Board has ultimate responsibility for the management of the group while the Operating Committee of BT Group plc is our key management committee. It monitors the group’s financial, operational and customer service performance and has cross-business oversight of BT’s lines of business. It also reviews the group’s key risks and considers potential threats and opportunities facing the business. Strategic progress - Focused on improving customer experience across the group. - EE integration is going well, we’re ahead of target on first-year cost synergies. - Restructuring announced, accelerating our cost transformation. See page 9. - Continued investment for growth and aspiration to become the UK’s digital champion. See page 4 to read more about our strategy Openreach - Enduring and comprehensive agreement reached with Ofcom on future Openreach governance. See page 30. - Openreach board created with Mike McTighe appointed as Openreach chairman. - Ofcom’s investigation into the historical use of Deemed Consent by Openreach resulted in a £42m fine and c£300m of compensation payments that will be paid in 2017/18. See page 32. See page 80 to read more about Openreach Our investigation into our Italian business Adjustments relating to the investigation of our Italian business amount to £268m for errors in prior years, for which we’ve revised prior periods, and a specific item charge of £245m for changes in accounting estimates and investigation costs of £15m. To respond, our actions have included: - detailed balance sheet reviews in seven selected country operations in Global Services. Issue isolated to Italy; - appointed a new CEO and CFO of our Italian business, as well as a new president of European operations; and - reviewed and improved financial processes, systems and controls across the group. See page 88 to read more Market environment Headwinds in the UK public sector and international corporate markets. Low interest rate environment increasing our IAS 19 pension deficit by £2.4bn net of tax. See page 97. EE integration Cross-selling opportunities being realised - Business mobile net adds up strongly over the year. - Hundreds of thousands of EE customers taking BT Sport. - Trial of selling BT products in EE stores has gone well. c£150m per annum run-rate cost synergies achieved in first year - Ahead of £100m target due to synergies being realised early. - Early focus on renegotiating supplier terms, insourcing and estate rationalisation. Taking the best of both cultures See page 89 to read more about the EE integration 4 BT PLC Annual Report & Form 20-F 2017 BT Sport BT Sport won exclusive rights to UEFA Champions League and UEFA Europa League until the end of 2020/21 season. Global Services strategic review We have undertaken a strategic review of Global Services, with the objectives of improving its market and financial performance, its risk profile, and the long-term value that it delivers to BT. Global Services is most differentiated with large, multinational customers, who demand high-quality, secure communications. Its product portfolio is industry- leading across a range of areas, including networking, security, cloud collaboration and contact centres. Technology trends mean that we are now less dependent on owning physical local network access assets around the world, creating the opportunity to reposition Global Services as a more focused digital business. We will prioritise innovation of cloud-based platforms that deliver our products and services, with BT’s global network at the core, to support the digital transformation of our customers. As we implement this strategy, we will ensure that we optimise the value of our global and our local network assets. To enable this strategic repositioning, we are restructuring our Global Services organisation to a simpler operating model. This will involve a two-year restructuring of our operations, the costs of which will be treated as a specific item. See page 9. The Purpose and strategy, Delivering our strategy, Our lines of business and Group performance sections on pages 4 to 98 form the Strategic report. We present the audited consolidated financial statements on pages 109 to 180. OUR STRATEGY Our strategy has evolved since last year. The three main pillars are broadly the same but we’ve placed more emphasis on the overall customer experience (rather than just on customer service). Following the acquisition of EE, our investment areas have evolved to focus on having the best integrated network in the UK and being a fully converged service provider. In order to achieve our purpose and reach our goal we’ve adopted a strategy based on broadening and deepening our customer relationships. To create sustainable profitable revenue growth, we need stronger relationships with our customers. The three pillars of our strategy help us build these relationships, providing great customer experience, transforming our costs and enabling us to invest for growth in the process. They work together: the better our customers’ experience, the more we’ll sell and the less time and money we’ll spend putting things right. And the better we manage our costs, the more we can invest in improving our customers’ experience and in products and services that will create growth. BT PLC 5 Annual Report & Form 20-F 2017 OUR STRATEGY IN A NUTSHELL The diagram below shows the main elements of our strategy and how they work together to support our purpose and goal. More details on our purpose and goal, in the context of our business model, can be found on page 11. Our purpose To use the power of communications to make a better world Our goal revenue growth Broaden and deepen our customer relationships Deliver great Invest for Transform customer experience growth our costs Our strategy Focus on Market Best network in Fully converged multinational content, services leadership in all the UK service provider companies and applications UK segments globally A healthy organisation Best place to work 6 BT PLC Annual Report & Form 20-F 2017 HOW WE’RE DOING DELIVERING GREAT CUSTOMER EXPERIENCE Everything we do influences our customers’ opinion of BT. Whether it’s fixing a fault, marketing a new product or fulfilling a new contract, it’s the total customer experience that matters. That’s why it’s so important we work together across our entire business to improve our customers’ experience. As a result, our strategy now emphasises the importance of improving every aspect of the customer experience. Customer service is at the heart of this goal. We’ve really improved our service levels this year, but we can do more. Our focus on customer experience means that everyone in BT, from marketing to contact centre, and front-line engineer to senior executive, has a role to play – and this includes the digital experience offered by online, apps and social media. We believe that improving our customers’ experience will create more growth. That’s why it’s such an important part of how we judge the group’s performance. Our key measures of customer experience include customer perception (based mainly on the industry standard of Net Promoter Score) and getting things done Right First Time.